EMPLOYMENT AGREEMENT



     THIS EMPLOYMENT AGREEMENT ("Agreement") is made, entered into and effective

as of the 20th day of March, 2006 between Omrix Biopharmaceuticals, Inc., a

Delaware corporation having registered offices in Wilmington, Delaware (the

"Company"), and Robert Taub, residing in Brussels, Belgium and New York, New

York (the "Executive").



     WHEREAS, the Executive and the Company are parties to an Employment

Agreement dated as of December 31, 1998, as amended, (the "Former Employment

Agreement"), pursuant to which, inter alia, the Executive is employed by the

Company as its Chief Executive Officer ("CEO"); and



     WHEREAS, the parties have mutually agreed that it would inure to their

respective benefit for the Executive to remain as President and CEO of the

Company under a new employment agreement and that all prior agreements regarding

the Executive's employment with the Company including without limitation, the

Former Employment Agreement, shall be superseded and hereby terminated;



     NOW, THEREFORE, in consideration of the covenants and promises contained

herein, and for other good and valuable consideration, the sufficiency and

receipt of which are hereby acknowledged, the Company and the Executive agree as

follows:



     1. Employment Period.



     a. The Company offers to employ the Executive, and the Executive agrees to

be employed by the Company, in accordance with the terms and subject to the

conditions of this Agreement during the Term, as defined below, unless

terminated prior thereto in accordance with the provisions of paragraph 7 herein

below, in which case the provisions of paragraph 7 herein below shall govern the

parties' rights and obligations upon termination. The Initial Term of this

Agreement and the Executive's employment hereunder shall commence upon the

completion of a public offering of the Company's securities (the "Commencement

Date") and terminate on the third anniversary of the date of the Commencement

Date (the "Scheduled Separation Date"), provided, however, that commencing on

the Scheduled Separation Date and each anniversary thereafter, the term of this

Agreement shall automatically be extended for one additional year unless, not

later than six months prior to such anniversary, the Company or the Executive

shall have given written notice to the other party that the Term shall not be

extended (the Initial Term and the period of any extended term hereunder shall

hereinafter be referred to as the "Term").



     2. Position and Duties.



     a. During the Term of the Executive's employment hereunder, the Executive

will serve in the position, and assume and perform, to the satisfaction of the

Company's Board of Directors, the duties and responsibilities consistent with

the position of President and Chief Executive Officer, as well as such further

and other duties and responsibilities required from time to time by the

Company's Board of Directors. In the performance of his duties and

responsibilities, the Executive shall follow such rules and procedures as may be

required by the Company's Board of Directors, including, without limitation,

compliance with all internal rules and procedures promulgated or established by

the Company's Board of Directors.



<PAGE>



     b. During the Term of the Executive's employment hereunder, the Executive

agrees diligently and conscientiously to devote all of his business time, skill,

energy and best business efforts to performing his duties and responsibilities

hereunder, subject to the provisions of this Agreement; provided, however, that

it shall not be considered a violation of the foregoing for the Executive to

manage his or her personal investments or to serve on corporate or industry

boards or committees listed on Exhibit A hereto. The Company acknowledges that

the Executive's engaging in such activities is permitted by, and does not

conflict with or violate this Agreement (including, without limitation, the

Executive's obligations set forth in paragraphs 2(b), 3, 8 and 9), provided

however, that the Executive's engagement in such activities specified in Exhibit

A does not unreasonably interfere with his ability to perform his duties and

responsibilities under this Agreement or cause material competitive harm to the

Company and/or its affiliates. To the extent that in the future the Executive

desires to serve on a corporate or industry board or committee not listed on

Exhibit A, the Company's Board of Directors will consider the Executive's

request, which shall include an indication of whether such new activity is a

replacement for or an addition to an activity on Schedule A. The Company's Board

of Directors will promptly consider and not unreasonably withhold its approval

of such a request by the Executive.



     c. The Executive represents and warrants that he has the full right and

authority to enter into this Agreement and to render the services as required

under this Agreement, and that by executing this Agreement he is not breaching

any contract or legal obligation he owes to any third party. The Executive

agrees that, in the event that he commits a breach of this paragraph 2(c), he

will indemnify and hold harmless the Company and its officers, directors,

shareholders, parents, affiliates, subsidiaries, successors, predecessors,

licensees, assigns and agents, to the farthest extent of the law, from and

against any and all claims, losses, damages (including, without limitation,

compensatory, statutory, incidental and punitive damages) and expenses

(including, without limitation, reasonable attorney's fees and disbursements)

arising out of or related to such breach.



     d. The Executive represents and warrants that no obligation exists between

the Executive and any other entity which would prevent or impede the Executive's

immediate and full performance of his obligations under this Agreement in all

material respects.



     3. No Conflicts. The Executive covenants and agrees that for so long as he

is employed by the Company, the Executive shall inform the Company of each and

every business opportunity related to the business of the Company of which the

Executive becomes aware, and that the Executive will not, directly or

indirectly, exploit any such opportunity for the Executive's own account, nor

will the Executive render any services to any other person or business, acquire

any interest of any type in any other business or engage in any activities that

conflict with the Company's best interests or which is in competition with the

Company.



     4. Hours of Work. The Executive's normal days and hours of work shall

coincide with the Company's regular business hours. The nature of the

Executive's employment with the Company requires flexibility in the days and

hours that the Executive must work, and may necessitate that the Executive work

on other or additional days and hours.



     5. Location. The focus of the Executive's employment with Company shall be

wherever appropriate, including: New York, New York (or other such location in

the U.S. as determined by the Executive); the Company's facilities at Chaussee

de Waterloo, 200 1640 Rhode-St. Genese, Belgium; and the Company's facilities in

Israel.



<PAGE>



     6. Compensation.



     a. Base Salary. During the Term of the Executive's employment hereunder,

the Company shall pay or cause to be paid to the Executive, and the Executive

agrees to accept, in consideration for the Executive's services, monthly pro

rata payments, as earned and consistent with the Company's then-existing payroll

practices, of the annualized base salary of $400,000.00. All items of

compensation payable to Executive pursuant to this paragraph 6 shall be paid

directly to Executive or to an entity under his control, as Executive may

direct, in either case less all applicable taxes and other appropriate

deductions. The Executive shall receive an annual performance review, but the

decision to modify the Executive's base salary, and the amount of any such

modification, shall be at the sole discretion of the Company's Board of

Directors.



     b. Stock And Equity Incentive Plans.



          1. During the Term of the Executive's employment hereunder, the

Executive shall be eligible to participate in the Company's 2004 Equity

Incentive Plan or its successor plan (the "Plan") in accordance with the terms

and conditions of the Plan and of any agreements between the parties or grant

documents relating thereto. Except as set forth in paragraph 6(b)(2) herein

below, the decision to grant any award to the Executive pursuant to the Plan,

and the amount of any such award, shall be within the sole discretion of the

Company's Board of Directors.



          2. (a) In addition, subject to paragraphs 6(b)(2)(b) and 7 herein

below, the Company shall cause the Executive to be granted an aggregate of

100,000 shares of stock of the Company pursuant to the Plan (the "Granted

Shares"), the vesting schedule of which shall be as follows: 75,000 shares shall

become vested on the date of this Agreement and 25,000 shares shall vest on the

earlier of an IPO or the first anniversary of the date of this Agreement (the

"First Anniversary") or the occurrence of a "Change of Control."



          (b) The Executive's rights in respect of vesting of the Granted Shares

described in paragraph 6(b)(2)(a) are conditional upon the following: (i) the

Executive has not voluntarily resigned from his employment with the Company and

as a member of the Company's Board of Directors prior to the First Anniversary;

and (ii) the Executive has not been removed and/or been terminated for "Cause"

from his employment with the Company and from the Company's Board of Directors

prior to the First Anniversary. In either case, any of such Granted Shares that

have not previously vested shall not vest by operation of this paragraph, and

the Company shall have the right thereafter to repurchase any Granted Shares

that have not yet vested as of the date of such termination for a purchase price

of $0.01 per share by delivering such notice and such purchase price to the

Executive within thirty (30) days of such termination or removal.



          (c) All options to purchase Common Stock of the Company that were

previously granted to the Executive pursuant to the equity compensation plans

maintained by the Company, including without limitation the Company's 1998 Stock

Incentive Plan, shall remain subject to the terms and conditions of such option

grant(s) and the plan under which such options were granted.



          (d) For purposes of this Agreement, "Change of Control" shall mean the

first to occur of any of the following:



<PAGE>



                    1. any "person," as such term is used in Sections 13(d) and

14(d) of the Exchange Act (other than (A) the Company, (B) any trustee or other

fiduciary holding securities under an employee benefit plan of the Company, and

(C) any corporation owned, directly or indirectly, by the stockholders of the

Company in substantially the same proportions as their ownership of Stock), is

or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange

Act), directly or indirectly, of securities of the Company representing 30% or

more of the combined voting power of the Company's then outstanding voting

securities (excluding any person who becomes such a beneficial owner in

connection with a transaction immediately following which the individuals who

comprise the Board immediately prior thereto constitute at least a majority of

the Board, the entity surviving such transaction or, if the Company or the

entity surviving the transaction is then a subsidiary, the ultimate parent

thereof);



                    2. the following individuals cease for any reason to

constitute a majority of the number of directors then serving: individuals who,

on the Effective Date, constitute the Board and any new director (other than a

director whose initial assumption of office is in connection with an actual or

threatened election contest, including but not limited to a consent

solicitation, relating to the election of directors of the Company) whose

appointment or election by the Board or nomination for election by the Company's

stockholders was approved or recommended by a vote of at least two-thirds (2/3)

of the directors then still in office who either were directors on the Effective

Date or whose appointment, election or nomination for election was previously so

approved or recommended;



                    3. there is consummated a merger or consolidation of the

Company or any direct or indirect subsidiary of the Company with any other

corporation, other than a merger or consolidation immediately following which

the individuals who comprise the Board immediately prior thereto constitute at

least a majority of the Board, the entity surviving such merger or consolidation

or, if the Company or the entity surviving such merger is then a subsidiary, the

ultimate parent thereof; or



                    4. the stockholders of the Company approve a plan of

complete liquidation of the Company or there is consummated an agreement for the

sale or disposition by the Company of all or substantially all of the Company's

assets (or any transaction having a similar effect), other than a sale or

disposition by the Company of all or substantially all of the Company's assets

to an entity, immediately following which the individuals who comprise the Board

immediately prior thereto constitute at least a majority of the board of

directors of the entity to which such assets are sold or disposed of or, if such

entity is a subsidiary, the ultimate parent thereof.

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