CONSULTING AGREEMENT

THIS  CONSULTING  AGREEMENT  is  entered  into  as of  December  23,  2004  (the
"EFFECTIVE  DATE"), by and between  BRAINSTORM CELL THERAPEUTICS INC., a company
incorporated  under the laws of the State of Washington  (the "COMPANY") and Mr.
Ernest Muller ("MULLER").

      Whereas,  Muller and the Company (the "PARTIES") entered into a Consulting
Agreement  dated  August 10, 2004 (the "FIRST  AGREEMENT")  pursuant to which in
consideration  for services  rendered  Muller was issued  450,000  shares of the
Common Stock of the Company (the "SHARES");

      Whereas,  due to a discrepancy in the valuation of the Shares, the Parties
have rescinded the First  Agreement,  Muller has  surrendered  the Shares to the
Company for  cancellation,  and the  Parties  have agreed to enter into this new
Consulting Agreement;

NOW, THEREFORE,  in consideration of the mutual promises and covenants set forth
herein,  the  receipt  and  sufficiency  of which are hereby  acknowledged,  the
Parties hereto agree as follows:

1. SERVICES. Muller shall use its best efforts to perform the following services
in a timely manner:  to become  familiar with the business and operations of the
Company so that he (i) may introduce the company to entities or individuals that
would enhance and accelerate the  commercialization  of the Company's technology
and business  objectives and (ii) work with the Company,  if needed,  on capital
structure, management, reorganization and related corporate issues.

2. TERM.  This  Agreement  shall be in effect for twelve  months from August 10,
2004.  Muller shall not be required to be  available  at any  specific  time for
consultation;  shall not be required to appear at the offices of the Company and
may perform such service  telephonically,  by e-mail or in any other  reasonable
manner.

3. CONSIDERATION.  For the valuable advice and services to be provided by Muller
to the Company under this Agreement, the Company shall issue Muller a Warrant to
purchase  up to  450,000  shares of the  Company's  common  stock at a per share
purchase price of $0.00005.  The Warrant shall be fully vested as of the date of
issuance,  exercisable  at any time for a period of 10 years  from such date and
fully issued upon delivery thereof.

4. REPRESENTATIONS AND WARRANTIES. The Company represents and warrants to Muller
that the statements  contained in paragraph 4 are correct and complete as of the
Effective  Date:  (a) The  Company  is a  corporation  duly  organized,  validly
existing  and  active  under  the laws of its  state of  incorporation.  (b) The
Company has full  corporate  power and  authority to (i) conduct its business as
now  conducted and as proposed to be conducted  and to own,  use,  license,  and
lease its  assets and  properties  and (ii)  enter  into this  Agreement  and to
consummate the transactions contemplated herein.

5. INDEMNITY. The Company agrees to indemnify,  defend, and hold harmless Muller
and his affiliates,  counsel, employees, agents, successors, and assigns. (each,
an "Indemnified  Party") from and against any and all losses,  claims,  damages,
costs, expenses, and liabilities (including any investigatory,  legal, and other
expenses  incurred as they are incurred by an  Indemnified  Party in  connection
with preparing for or defending any action, claim, or proceeding, whether or not
resulting in any liability) (collectively,  "Indemnifiable Losses") to which any
Indemnified Party may become subject or liable relating to or arising out of (a)
the services to be  performed  under the  Agreement,  (b) any  inaccuracy  in or
breach in the  representations  and warranties of the Company  contained in this
Agreement,  and (c) any failure of the Company to perform its obligations  under
this Agreement,  provided that the Company shall not be liable to an Indemnified
Party in any such case to the extent that any such  Indemnifiable  Loss is found
in a final,  nonappealable judgment by a court of competent jurisdiction to have
resulted as a direct and  proximate  cause from the willful  misconduct or gross
negligence  of an  Indemnified  Party.  No  Indemnified  Party  shall be liable,
responsible,  or  accountable  in  damages  and  costs and  expenses  (including
attorneys'  fees)  under this  Agreement  except for any  liability  for losses,
claims,  damages, or liabilities finally judicially  determined to have resulted
solely and  exclusively  from  actions  taken or omitted to be taken as a direct
result of such Indemnified  Party's gross negligence or willful  misconduct.  If
for any reason,  except as specifically provided herein, the foregoing indemnity
for Indemnifiable  Losses is unavailable to an Indemnified Party or insufficient
to fully  hold any  Indemnified  Party  harmless,  then the  Company  agrees  to
contribute to the amount paid or payable by such  Indemnified  Party as a result
of such Indemnifiable Losses in such proportion as is appropriate to reflect the
relative benefits received by and fault of the Company, on the one hand, and the
relative benefits received by and fault of Muller, on the other hand.

6. LEGAL MATTERS.  This Agreement shall be interpreted under and governed by the
laws of the State of New York. Any  controversy,  dispute,  or claim between the
parties  relating to this Agreement shall be resolved by binding  arbitration in
accordance with the rules of the American Arbitration Association.

7.  REPRESENTATION.  The Company  acknowledges  that it has been given notice by
Muller  that Muller is not a licensed  securities  broker-dealer  and  therefore
Muller is not  required  under this  Agreement  or any side  agreement,  whether
verbally  or in  writing,  to sell  securities  on behalf of the  Company or any
issuer  affiliated with the Company.  Moreover,  the Company  acknowledges  that
Muller does not intend to negotiate  raising of capital  transactions,  does not
intend to directly solicit  purchasers of the Company's  common stock,  will not
hold  any  funds  or  securities  in a  capital  raising  transaction,  and  the
compensation due to Muller is not based on a specified  percentage of any actual
or proposed funds raised.  The Company  acknowledges that Muller has informed it
that  neither  Muller nor any of its  members or  employees  provides  any legal
advice or counsel.



8. INDEPENDENT CONTRACTOR. Muller is an independent contractor and may engage in
other business activities. Since Muller is an independent contractor, nothing in
this  Agreement  shall be  interpreted  to  constitute  that Muller is an agent,
employee,  or partner of the Company,  nor shall either party have any authority
to bind the other.  In  furtherance  of, but  without  limiting  the  foregoing,
Company  shall  not  be  responsible  for  payment  of  workers'   compensation,
disability benefits, unemployment insurance and for withholding or paying income
taxes and social  security  for Muller but such  responsibility  shall be solely
that of Muller.

9. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the
parties  pertaining to the subject  matter hereof and supersedes and cancels any
prior communications,  representations,  understandings,  and agreements between
the parties.  No modifications of or changes to this Agreement shall be binding,
nor can any of its  provisions  be  waived,  unless  agreed to in writing by the
parties. There are no side agreements,  whether verbally or in writing,  between
the Company and Muller.

10.  CONFIDENTIALITY.   The  parties  agree  that  the  terms  and  all  of  the
encompassing  components of this Agreement  shall be kept  confidential,  unless
this  information  is required to be  disclosed  pursuant  to any  inquiries  by
federal, state, or local law enforcement.

IN WITNESS  WHEREOF,  the parties have executed this Agreement as of the day and
year first above written.


By: /s/ Ernext Muller
    --------------------
    Ernest Muller


By: /s/ Yaffa Beck
    -------------------
    Name: Dr. Yaffa Beck
    Title: President & CEO