Preview | Employment Agreement |

THIS AGREEMENT, is made on May 10, 2007, by and between, Q.B.I. Enterprises Ltd. (the Company) and Juliana Friedman, Israeli I.D. number 131114871 (the Executive);

WHEREAS, the Executive is currently an employee of the Company pursuant to an employment agreement between the Executive and the Company dated February 1^st, 1998, as amended form time to time, (the Prior Agreement);

WHEREAS, the Company and the Executive desire to amend and document the terms of employment of the Executive effective as of January 1, 2007 (the Effective Date);

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below and other good and valuable consideration, the receipt of which is hereby acknowledged, the Executive and the Company hereby agree as follows:

1. Performance of Services. The Executives employment with the Company shall be subject to the following:

(a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Executive in the position of Senior Vice President, Strategy and Planning of the Company and of its parent company Quark Biotech Inc. (Quark) and the Executive hereby agrees to remain employed by the Company in such position.

(b) While the Executive is employed by the Company, the Executive shall devote her full time and best efforts, energies and talents to serving the Company and shall not be engaged in any other employment nor engage in any other business activities for any other person, firm or company without the prior written consent of the Company.

(c) The Executive shall report to the Chief Executive Officer of the Company and of Quark (the CEO) and shall perform the duties, undertake the responsibilities and exercise the authority customary for an employee in the Executives position and shall perform such additional duties as may be assigned to him by the CEO.

(d) The Executive agrees that she shall perform her duties faithfully and efficiently subject to the direction of the CEO. The Executives duties shall include providing services for both the Company and its Affiliates (as defined below) as determined by the Company. For purposes of this Agreement, the term Affiliate shall mean Quark and any corporation, partnership, joint venture or other entity in which at least a fifty percent interest in such entity is owned, directly or indirectly, by Quark or the Company.

(e) The Executives place of employment shall be in Israel, provided that the Company may require the Executive to travel outside Israel in order to fulfill her duties with the Company and Quark. The Executive may perform part of her duties at home.

(f) The Executives position is a senior managerial position, as defined in the Israeli Work and Rest Hours Law, 1951, and requires a high level of trust. Accordingly, the provisions of said law shall not apply to the Executive and the Executive agrees that she may be required to work beyond the regular working hours of the Company, for no additional compensation other than as specified in this Agreement.

(g) The employment of the Executive under this Agreement shall commence on the Effective Date and shall continue until terminated in accordance with the provisions of Section 5 below (the Employment Period).

2. Compensation and Benefits. Subject to the terms of this Agreement, during the Employment Period, the Company shall compensate the Executive for her services as follows:

(a) Base Salary. The Executive shall receive base salary at a monthly rate of 35,159 New Israeli Shekel (NIS), inclusive of travel expenses to which the Executive is entitled in accordance with applicable laws. Said salary and travel expenses shall be paid in arrears by the 9^th day of each month in respect to a preceding month in which the Executive was in employment (the Salary). The Salary will be adjusted from time to time in accordance with the cost of living increments (Tossefet Yoker) which apply to all Employees in Israel.

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