Attached files

                                                                    Exhibit 10.6

                                                                February 2, 2012

Ms. Vered Caplan
6 Sharabi street, Neve tzedek,
Tel-Aviv 65147, Israel

Dear Vered,

                     RE: DIRECTOR COMPENSATION AND EXPENSES

     Orgenesis Inc. (the "COMPANY")  would like to thank you for indicating your
willingness to serve as a director on the board of directors of the Company (the
"BOARD").  In connection  therewith and in consideration  for contributing  your
expertise and network  towards  supporting the Company's  efforts and service on
the Board, the Company will provide you with the following compensation:

1.   The Company shall  reimburse you for expenses that were approved in advance
     by the Company and incurred by you in  connection  with your  services as a
     director, against valid invoices furnished to the Company.

2.   (a) You will be  provided  with a  Director  Indemnification  Agreement  in
     substantially  the same  form  executed  with the  other  directors  of the
     Company.

     (b)  The Company currently maintains Director's Liability Insurance,  which
          coverage  will apply also to you and shall  continue to maintain  such
          Director's  Liability  Insurance  during your service with the Company
          and  thereafter  until the completion of the statute of limitations on
          any potential  claim (or shall  alternatively,  following your service
          with the Company shall obtain a run-off policy).

3.   You will be paid a monthly fee of NIS 10,000 plus VAT, if  applicable.  All
     payments  shall be made against a valid tax invoice,  to be provided by you
     to the  Company  once a month and  shall be paid by no later  than ten days
     following receipt of such invoice.

4.   In the event the Company consummates one or more equity financings pursuant
     to which it  receives an  aggregate  of at least  $2,000,000  while you are
     still serving on the Board, then the Company shall pay you a one time bonus
     of $100,000 plus VAT, if applicable.

5.   You will receive, subject to the Company adopting a Share Option Plan, with
     such terms and  conditions as the Board may approve in its sole  discretion
     (the  "PLAN") and subject to you signing  the  Company's  standard  form of
     option agreement approved by the Board, in its sole discretion, stock-based
     remuneration in the form of an option to purchase of up to 3,338,285 shares
     of common stock of the Company (the "OPTIONS").  Any shares of common stock
     issued  pursuant  to the  Options  will be subject  to an escrow  agreement
     between  you,  the  Company,  and Clark Wilson LLP and will not be released
     from escrow until two years from the closing date of the license  agreement
     between  the  Company's  subsidiary,  Orgenesis  Ltd.,  and Tel  Hashomer -
     Medical  Research,  Infrastructure  and Services  Ltd. The Options shall be
     granted under the Capital Gains Track of Section 102 of the Israeli  Income
     Tax Ordinance and shall have an exercise price of $0.001 per share.

6.   By signing below you agree to keep any and all confidential  information of
     the Company and its  subsidiaries  and affiliates  confidential and any and
     all intellectual  property developed by you while providing services to the
     Company,  shall be the  exclusive  property  of the  Company and you hereby
     assign all rights thereto to the Company.

     If the above is acceptable to you, we would appreciate if you would confirm
your  acceptance  to the  arrangement  specified  hereinabove  by signing  where
indicated below.

                                        Sincerely yours,

                                        /s/ Vered Caplan
                                        ---------------------------
                                        Orgenesis Inc.

Accepted and agreed:

/s/ Vered Caplan
---------------------------
Vered Capla