DIRECTOR AGREEMENT



THIS DIRECTOR AGREEMENT (the "Agreement") is made as of this 13th day of

January, 2006 between Omrix Biopharmaceuticals, Inc., a Delaware corporation,

(the "Company") and Fredric Price (the "Director") with respect to services to

be performed for the Company by the Director. The parties' respective addresses

are as set forth below their signature lines. In consideration of the mutual

terms, conditions and covenants set forth herein, the Company and the Director

hereby agree as follows:



1.    Purpose



      The Director wishes to be engaged, or to continue to be engaged, as a

      director by the Company and is willing to provide certain skills and

      abilities to the Company (the "Engagement"). Accordingly, this Agreement

      will define the terms upon which the Company will engage the Director.



2.    Duties and Services



      The Director will act as the Chairman of the Board of Directors of the

      Company ("Board") and will serve on Board Committees as voted on by the

      Board and the Committees, as the case may be. Initially, the Director will

      the Chairman of the Audit Committee of the Board, the Chairman of the

      Governance and Nominating Committee of the Board, a member of the

      Compensation Committee of the Board and advisor to the Company. The

      Director shall be subject to Internal Revenue Code 1099 tax reporting.

      Among the Director's duties will be presiding over meetings of the

      stockholders and meetings of the Board, calling special meetings of the

      Board, receiving Board and officer resignations, receiving accountings of

      transactions and of the financial condition of the Company and such other

      specific duties that are normal and customary to such position and as may



      reasonably be assigned to Director from time to time by the Board,

      including but not limited to assisting the Company in financings, such as

      an initial public offering ("IPO"), in strategic decision-making regarding

      partnerships, and in providing general guidance to management and the

      Board. The Director will report to the Board and coordinate his activities

      with the Board and the Company.



3.    Compensation and Stock Incentive Grant



      3.1   In addition to Thirty Thousand Dollars ($30,000) per year in his

            capacity as a director, the Director will be paid Ninety Thousand

            Dollars ($90,000) per year for service as Chairman of the Board,

            paid together in equal monthly installments of Ten Thousand Dollars

            ($10,000) (the "Monthly Payment") on the first business day of each

            month in arrears for services rendered to the Company, plus

            Reimbursable Expenses, as defined in Section 3.2 below. The Director

            shall spend as much time as is necessary to perform his Duties and

            Services as per Section 2 above on Company affairs commencing on the

            date hereof, and shall retain adequate records of same, which shall

            be made available to the Company upon request. The



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            Director agrees not to assume more than two additional Chairman of

            the Board director positions such as this one.



      3.2   Reimbursable Expenses shall include travel and out-of-pocket

            expenses necessary in order to perform services under this

            Agreement, including but not limited to parking, tolls, mileage at

            the rate of 37.5 cents per mile, business class airfare, necessary

            hotel accommodations and other expenses resulting from the

            Director's performance of services under this Agreement, provided

            that the Director shall have submitted to the Company written

            expense statements and other supporting documentation in a form that

            is reasonably satisfactory to the Company. For international travel,

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