Exhibit 10.1

PLURISTEM LIFE SYSTEMS, THERAPEUTICS INC.
AMENDED AND RESTATED 2005 STOCK OPTION PLAN *

This a A mended and Restated 2005 Stock Option Plan (the “Plan”) provides for the grant of Restricted Stock, Restricted Stock Units and options to acquire common shares (the “ of Common Shares”) Stock in the capital of Pluristem Life Systems, Therapeutics Inc., a corporation formed under the laws of the State of Nevada (the “Corporation”). Stock options Awards granted under this Plan will include:

Incentive Stock Options, Section 102 Options Awards , Non-Qualified Stock Options Awards and Section 3(i) Options Awards, granted under this Plan are collectively referred to as “ Options Awards ”.

1.1     The purpose of this Plan is to retain the services of valued key employees and consultants of the Corporation and such other persons as the Plan Administrator (as hereinafter defined) shall select in accordance with Section 3 below, and to encourage such persons to acquire a greater proprietary interest in the Corporation, thereby strengthening their incentive to achieve the objectives of the shareholders of the Corporation, and to serve as an aid and inducement in the hiring of new employees and to provide an equity incentive to consultants and other persons selected by the Plan Administrator.

1.2     This Plan shall at all times be subject to all legal requirements relating to the administration of stock option plans Awards , if any, under applicable corporate laws, applicable United States federal and state securities laws, the Code, applicable Israeli tax laws, Israeli securities laws, Israeli corporate laws, Israeli foreign exchange control laws the rules of any applicable stock exchange or stock quotation system, and the rules of any other foreign jurisdiction applicable to Options Awards granted to residents therein (collectively, the “Applicable Laws”).

* This version reflects the changes to the Company’s 2005 Stock Option Plan in the form filed with the Securities and Exchange Commission on May 24, 2007 as exhibit 99.1 to the Company’s current report on Form 8-K.

2.1     This Plan shall be administered initially by the board of directors of the Corporation (the “Board”), except that the Board may, in its discretion, establish a committee composed of two (2) or more members of the Board or two (2) or more other persons to administer the Plan, which committee (the “Committee”) may be an executive, compensation or other committee, including a separate committee especially created for this purpose. The Board or, if applicable, the Committee is referred to herein as the “Plan Administrator”.

2.2     If and so long as the shares of Common Shares is Stock are registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Corporation wishes to grant Incentive Stock Options, then the Board shall consider in selecting the Plan Administrator and the membership of any Committee, with respect to any persons subject or likely to become subject to Section 16 of the Exchange Act, the provisions regarding (a) “outside directors” as contemplated by Section 162(m) of the Code, and (b) “Non-Employee Directors” as contemplated by Rule 16b-3 under the Exchange Act.

2.3     The Committee shall have the powers and authority vested in the Board hereunder (including the power and authority to interpret any provision of the Plan or of any Option). The members of any such Committee shall serve at the pleasure of the Board. A majority of the members of the Committee shall constitute a quorum, and all actions of the Committee shall be taken by a majority of the members present. Any action may be taken by a written instrument signed by all of the members of the Committee and any action so taken shall be fully effective as if it had been taken at a meeting.

2.4     Subject to the provisions of this Plan and any Applicable Laws, and with a view to accomplishing the purpose of the Plan, the Plan Administrator shall have sole authority, in its absolute discretion, to:

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2.5     All decisions, determinations and interpretations made by the Plan Administrator shall be binding and conclusive on all participants in the Plan and on their legal representatives, heirs and beneficiaries.

“ Affiliate ” means any “employing company” within the meaning of Section 102(a) of the Ordinance.

“ Controlling Shareholder ” shall have the meaning ascribed to it in Section 32(9) of the Ordinance.”

“Israeli Employee” means a person who is employed by the Corporation or its Affiliates in Israel , including an individual who is serving as a director or an office holder, but excluding a Controlling Shareholder.

“Related Corporation ” means any corporation (other than the Corporation) that is a “Parent Corporation” of the Corporation or “Subsidiary Corporation” of the Corporation, as those terms are defined in Sections 424(e) and 424(f), respectively, of the Code (or any successor provisions) and the regulations thereunder (as amended from time to time).

3.2     Incentive Stock Options may be granted to any individual who, at the time such Option is granted, is an employee of the Corporation or any Related Corporation (as hereinafter defined) (an “Employee”).

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3.3     Non-Qualified Stock Options Awards, may be granted to Employees, and to such other persons who are not Employees as the Plan Administrator shall select, subject to any Applicable Laws.

3.4      Section 102 Options Awards may be granted to Israeli Employees in accordance with Section 4 herein.

3.5     Section 3(i) Options Awards may be granted to consultants and Controlling Shareholders that do not qualify as Israeli Employees.

3.6     Options Awards may be granted in substitution for outstanding Options Awards of another corporation in connection with the merger, consolidation, acquisition of property or stock or other reorganization between such other corporation and the Corporation or any subsidiary of the Corporation. Options Awards also may be granted in exchange for outstanding Options Awards .

3.7     Any person to whom an Option option is granted under this Plan is referred to as an “Optionee a “Participant ”. Any person who is the owner of an Option Award is referred to as a “Holder”.

4.1     The Corporation may designate Section 102 Options Awards granted to Israeli Employees pursuant to Section 102 of the Ordinance as Unapproved 102 Options Awards (means an Option granted pursuant to Section 102(c) of the Ordinance and not held in trust by a Trustee) or Approved 102 Options Awards (means an Option Award granted pursuant to Section 102(b) of the Ordinance and held in trust by a Trustee for the benefit of the Optionee Participant ).

4.2     The grant of Approved 102 Options Awards shall be made under this Plan adopted by the Board, and shall be conditioned upon the approval of this Plan by the Israeli Tax Authorities (the “ ITA ”).

4.3     Approved 102 Option Award may either be classified as Capital Gain Option “ CGO Award (“CGA ”) or Ordinary Income Option Award (“ OIO OIA ”).

4.4     Approved 102 Option Award elected and designated by the Corporation to qualify under the capital gain tax treatment in accordance with the provisions of Section 102(b)(2) shall be referred to herein as CGO CGA .

4.5     Approved 102 Option Award elected and designated by the Corporation to qualify under the ordinary income tax treatment in accordance with the provisions of Section 102(b)(1) shall be referred to herein as OIO OIA .

4.6     The Corporation’s election of the type of Approved 102 Options Awards as CGO CGA or OIO OIA granted to Employees (the “ Election ”), shall be appropriately filed with the ITA before the Date of Grant of an Approved 102 Option Award . Such Election shall become effective beginning the first Date of Grant of an Approved 102 OptionAward under this Plan and shall remain in effect at least until the end of the year following the year during which the Corporation first granted Approved 102 Options Awards . The Election shall obligate the Corporation to grant only the type of Approved 102 Option Award it has elected, and shall apply to all Optionees Participants who were granted Approved 102 Options Awards during the period indicated herein, all in accordance with the provisions of Section 102(g) of the Ordinance. For the avoidance of doubt, such Election shall not prevent the Corporation from granting Unapproved 102 Options Awards simultaneously.

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4.7     All Approved 102 Options Awards must be held in trust by a Trustee (means any entity appointed by the Corporation to serve as a trustee and approved by the ITA, all in accordance with the provisions of Section 102(a) of the Ordinance, as described in Section 5 below (the “ Trustee ”)).

4.8     For the avoidance of doubt, the designation of Unapproved 102 Options Awards and Approved 102 Options Awards shall be subject to the terms and conditions set forth in Section 102 of the Ordinance and the regulations promulgated thereunder.

4.9     With regards to Approved 102 Options Awards , the provisions of the Plan and/or the Option Award Agreement shall be subject to the provisions of Section 102 and the Tax Assessing Officer’s permit, and the said provisions and permit shall be deemed an integral part of the Plan and of the Option Award Agreement. Any provision of Section 102 and/or the said permit which is necessary in order to receive and/or to keep any tax benefit pursuant to Section 102, which is not expressly specified in the Plan or the Option Award Agreement, shall be considered binding upon the Corporation and the Optionees Participants .

5.1     Approved 102 Options Awards which shall be granted under the Plan and/or any Shares shares allocated or issued upon exercise of such Approved 102 Options Awards and/or other shares received subsequently following any realization of rights, including, without limitation, bonus shares, shall be allocated or issued to the Trustee and held for the benefit of the Optionees Participants for such period of time as required by Section 102 or any regulations, rules or orders or procedures promulgated thereunder (the “ Holding Period ”). In the case the requirements for Approved 102 Options Awards are not met, then the Approved 102 Options Awards may be treated as Unapproved 102 Options Awards , all in accordance with the provisions of Section 102 and regulations promulgated thereunder.

5.2     Notwithstanding anything to the contrary, the Trustee shall not release any Shares shares allocated or issued upon exercise of Approved 102 Options Awards prior to the full payment of the Optionee Participant ’s tax liabilities arising from Approved 102 Options Awards which were granted to him and/or any Shares shares allocated or issued upon exercise or vesting of such Options Awards as the case my be .

5.3     Upon receipt of Approved 102 Option Awards , the Optionee will sign an undertaking to release the Trustee from any liability in respect of any action or decision duly taken and bona fide executed in relation with the Plan, or any Approved 102 Option Awards or Share granted to him thereunder.

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5.4     With respect to any Approved 102 Option Awards , subject to the provisions of Section 102 and any rules or regulation or orders or procedures promulgated thereunder, an Optionee a Participant shall not sell or release from trust any Share Award and any share received upon the exercise or vesting of an Approved 102 Option Award and/or any share received subsequently following any realization of rights, including without limitation, bonus shares, until the lapse of the Holding Period required under Section 102 of the Ordinance. Notwithstanding the above, if any such sale or release occurs during the Holding Period, the sanctions under Section 102 of the Ordinance and under any rules or regulation or orders or procedures promulgated thereunder shall apply to and shall be borne by such Optionee Participant.

5.5     With respect to all Shares Awards, (but excluding, for avoidance of any doubt, any unexercised Options options and any unvested Restricted Stock Units ) allocated or issued upon the exercise of Options purchased by the Optionee Participant, or issued to the Participant pursuant to the Vesting of Restricted Stock Units, and held by the Optionee Participant or by the Trustee, as the case may be, the Optionee Participant shall be entitled to receive dividends in accordance with the quantity of such Shares shares , subject to the provisions of the Corporation’s incorporation documents (and all amendments thereto) and subject to any applicable taxation on distribution of dividends, and when applicable subject to the provisions of Section 102.

6.1     The Plan Administrator is authorized to grant Options to acquire up to a total of 280,000,000 Common Shares. The number of Common Shares with respect to which Options Awards to acquire shares of Common Stock, shares of Restricted Stock and Restricted Stock Units in a number not exceeding 16% of the number of shares of Common Stock of the Corporation issued and outstanding immediately prior to the grant of such Awards on a Fully Diluted Basis. For purposes of this Section 6.1, the term “Fully Diluted Basis” means all issued and outstanding share capital (where options shall be deemed outstanding share capital until exercised) and all rights to acquire share capital including, without limitation, all securities convertible or exercisable into shares of Common Stock being deemed so converted and exercised, the conversion of any convertible stockholder loans into share capital, with all outstanding warrants, options or any other right granted by the Corporation to receive shares of the Corporation’s share capital being deemed exercised in full. The foregoing notwithstanding, the maximum number of shares that may be subject to Incentive Stock Options granted under the Plan shall be 450,000, subject to adjustment as provided in Section 7.1(m). Shares of Common Stock with respect to which Awards may be granted hereunder is are subject to adjustment as set forth in Section 7.1(m) hereof. In the event that any outstanding Option Award expires or is terminated for any reason, the shares Common Shares allocable to the unexercised portion of such Option Award may again be subject to an Option Award granted to the same Optionee Participant or Holder or to a different person eligible under Section 3 of this Plan ; provided however, that any cancelled Options will be counted against the maximum number of Common Shares with respect to which Options may be granted to any particular person as set forth in Section 3 hereof .

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6.2      The maximum number of shares of Common Stock for which Options may be granted to any person in any calendar year shall be 1,000,000.

7.1     Each Option Award granted under this Plan shall be evidenced by a written agreement approved by the Plan Administrator (each, an “Agreement”). Agreements may contain such provisions, not inconsistent with this Plan or any Applicable Laws, as the Plan Administrator in its discretion may deem advisable. All Options Awards also shall comply with the following requirements:

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