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                                                                       Exh. 10.3

                                    AGREEMENT

                             Dated the 26 June 2005

                                 by and between

                     OMRIX BIOPHARMECEUTICALS LTD. ("OMRIX")
    An Israeli company duly registered and existing under the laws of Israel
                   of Tel Hashomer (MDA Building), Kiryat Ono

                                       and

                    MEDIMOP MEDICAL PROJECTS LTD. ("MEDIMOP")
    An Israeli company duly registered and existing under the laws of Israel
                 of 4 Hayezira Street, Ra'anana 43000 - Israel.

                                 (the "PARTIES")

PREAMBLE

WHEREAS Omrix and Medimop were engaged in business of research, development and
manufacturing of a device comprised of Omrix's IP. and IP rights in a Mix-Ject
which belongs to Medimop (as appears in Exhibit "B" and marked MIXJECT(R) in
Exhibit "C") (the "DEVICE" and "MIX-JECT" respectively) to be used by Omrix as
part of its fibrin sealant products and/or any component & thereto (such as
thrombin) or combination of the components of fibrin sealant with any other
material(s) (the "FIELD");

AND WHEREAS The Parties (directly or through assignors) had signed agreements,
inter alia, on the 6/6/1996 ("THE 1996 AGREEMENT") and on 25/12/2000 ("THE 2000
AGREEMENT") and on the 21/7/2002 ("THE 2002 AGREEMENT") (collectively: "THE
AGREEMENTS");

AND WHEREAS THE Parties declare and agree that all rights and obligation under
the Agreements vest wholly and entirely in the Parties hereto to exclude any
right or liability to any of the original parties to the Agreements;

AND WHEREAS certain disputes arose between the parties in connection with their
respective rights and liabilities, whether under the Agreements or otherwise:

AND WHEREAS the Parties wish to settle all their differences of whatsoever
nature and to agree on certain terms with regards to the future relationship
between them.

AND WHEREAS the Parties wish that the terms of this Agreement will bind, replace
and exclusively govern their respective relationship, in accordance with its
provisions hereto agreed:

NOW THEREFORE, THE PARTIES DECLARE, AGREE AND UNDERTAKE TOWARDS EACH OTHER AS
FOLLOWS:




      PORTIONS OF THIS EXHIBIT MARKED BY AN *** HAVE BEEN OMITTED PURSUANT
       TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE
                      SECURITIES AND EXCHANGE COMMISSION.

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                                       -2-


1.   The preamble to this Agreement shall constitute an integral part of the
     Agreement. Omrix and Medimop have reached the following understandings:

2.   SALE & DELIVERY OF DEVICES.

     Medimop shall not be bound to supply to Omrix any Device or any other type
     of products or services, of whatsoever nature, and Medimop is not bound to
     give reasons to its decision. Hence, in the absence of a written agreement
     to the contrary, Omrix shall have no claim, suit or cause of action of
     whatsoever nature against Medimop, or anybody connected with Medimop, for
     refusal to supply products, except with respect to information required by
     Omrix in order to comply with third party complaints, recalls and/or
     regulatory requirements.

3.   PAYMENTS. Without derogating from Omrix rights under this Agreement, Omrix
     indulgently undertakes to pay the following cumulative sums to Medimop:

     3.1  RETROACTIVE PRICE INCREASE OF 15%. The price per each Device supplied
          to Omrix starting January 1, 2004, excluding devices supplied as
          replacement to defective devices, through Jan-May 2005 shall be
          retroactively increased by 15%. Accordingly, Omrix shall pay Medimop,
          upon signing this Memorandum of Agreement, NIS *** for supplies
          during 2004 and NIS *** for supplies during 2005. Upon signing this
          Agreement Omrix shall make payment to Medimop of the said price
          increase, which is calculated by agreement to be NIS ***.

     3.2  MOLDS. Omrix shall acquire and Medimop shall sell and deliver to Omrix
          the molds required to produce the Device (exclusive the Mix-Ject) (the
          "MOLDS") the particulars of which are detailed in EXHIBIT A attached
          hereto. Within 15 days of signing of this agreement, Medimop
          undertakes to transfer to Omrix the Molds (Ex Works - Incoterms 2000)
          in their form and shape they will be at the time of actual transfer
          ("as is") and no warranty shall be given to the Molds other than
          ownership by Medimop, provided always that Medimop will not use the
          Molds for any other client except for the benefit of Omrix. The agreed
          upon price for the Molds is US dollars $***. Omrix shall make
          payment of such sum to Medimop's attorney (adv. Nukrai), in trust upon
          signing this Agreement, and the trustee will transfer the funds to
          Medimop upon the delivery of the Molds to Omrix as aforesaid per Omrix
          notice to the trustee.

     3.3  NON-COMPETITION PAYMENT. Without derogation from the provisions of S.
          4.12 below. Omrix will pay the Sum of US dollars $*** to Medimop
          for its non-compete undertakings as per Section 10 of the 2000
          Agreement and Section 10 of the

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                                       -3-


          2000 Agreement is deemed to have been explicitly incorporated into
          this Agreement, except that S.10.1.1 shall be amended to read after
          the words. "Perform any services" there shall be inserted the words:
          "IN THE FIELD". Omrix shall transfer such US $*** to Medimop upon
          signing of this Memorandum of Agreement.

     3.4  BONUS PAYMENT. Omrix shall pay to Medimop upon signing of this
          Memorandum of Agreement a one-time bonus payment equal to US ***.

     3.5  KNOWLEDGE TRANSFER. Omrix shall pay Medimop the lump sum of US
          $*** in respect of Medimop's agreement to cooperate with the
          transferring the knowledge held by Medimop in the manufacture of the
          Device (exclusive of the Mix-ject) (the "FEE"). Such Fee payment to be
          transferred to Medimop upon signing this Memorandum of Agreement. The
          parties envisage that the transfer of the knowledge and know-how, will
          have been completed by no later than December 31, 2005. The parties
          agree that time is of the essence and Omrix shall do everything it can
          to absorb the knowledge and know-how by end of 2005.

          In addition to the above, the parties are aware that the knowledge and
          know-how is currently not compiled in writing; therefore in order to
          be transferred to Omrix in a written form, it needs to be assembled
          and put down into writing and supported by expert consultancy services
          to be given by Medimop at Omrix request. In order to do so, Omrix may,
          but is not obligated to, purchase from Medimop additional services to
          be paid separately and by the hour (the written compilation of the
          know-how and consultancy services shall be referred to hereunder: "THE
          TASK"). Should Omrix wish to perform the Task, in its sole discretion.
          Omrix shall have to: (i) give Medimop a written notice of at least 60
          days in advance in order to allow in preparation, (ii) will have to
          commit for a minimum binding total hours package of 200 hours, (iii)
          commit for a minimum 50 hours per month (so that spending less than 50
          hours per month will be at Omrix expense), and (iv) Omrix must make
          sure it buys sufficient hours to complete the Task by the end of 2005,
          latest, beyond which Medimop will be under no obligation to provide
          any service in connection with the performance of the Task.

          Each hour of engagement by Medimop in the performance of the Task,
          including any incidental action thereto, will cost Omrix US $*** per
          hour (all prices in this Agreement are exclusive of VAT).

          Payment terms for performing the Task shall be executed within 15 days
          from the end of the relevant month.

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                                       -4-


          As of receipt of the written notice from Omrix, if so, Medimop
          undertakes to make available, during the course of the calendar month
          of 2005 adequate personnel to perform the Task. Medimop undertakes, on
          a best effort and good faith basis, to provide adequate access to the
          knowledge and know-how (exclusive of Mix-Ject) to allow Omrix to
          absorb the know-how and exploit it for commercial purposes.

          For the avoidance of any doubt, the undertaking by Medimop on the
          transfer of knowledge and know-how is limited through end of 2005 and
          provided Medimop fulfill its obligations and cooperate as prescribed
          hereunder, since 1/1/2006 Medimop will have no obligation with respect
          to transfer knowledge or know-how nor to perform any of the Task.

4.   EXCLUSIVE LICENSE

     4.1  Medimop hereby grants Omrix, and its successors, the irrevocable,
          non-transferable (subject to Section 8 below and to Ormix's right to
          sub-license to subcontractors and independent contractors for the
          purpose of allowing them to manufacture the Mix-Ject in the Field
          only, for Omrix's benefit) perpetual exclusive, worldwide, royalty
          free, fully-paid license (the "EXCLUSIVE LICENSE") unlimited in time
          and without the obligation of accounting or payment to Medimop to use
          manufacture, exploit, modify, create derivative works of, market,
          distribute, and sell, directly or indirectly through a third party or
          parties, the Mix-Ject and exploit all Intellectual Property Rights
          related thereto, BUT ANY AND ALL OF THE ABOVE SHALL APPLY ONLY TO BE
          USE IN THE FIELD ONLY AND FOR NO OTHER PURPOSE. In order to avoid any
          doubt, nothing herein contained shall require Medimop to make
          disclosure to Omrix of any of the information under the IP.

     4.2  "INTELLECTUAL PROPERTY RIGHTS" ("IP") shall mean any or all of the
          following and all rights in, arising out of, or associated with the
          Mix-Ject: (i) all patents and utility models and applications
          therefore and all reissues, divisions, re-examinations, renewals,
          extensions, provisionals, continuations and continuations-in-part
          thereof, and equivalent or similar rights anywhere in the world in
          inventions and discoveries including without limitation invention
          disclosures, including, but not limited, the patents listed on Exhibit
          B hereto ("PATENTS"); (ii) all manufacturing processes and trade
          secrets and other rights in know-how and confidential or proprietary
          information: (iii) all copyrights, copyrights registrations and
          applications therefor and all other rights corresponding thereto
          throughout the world; (iv) all industrial designs and any
          registrations and applications therefore throughout the world; and (v)
          mask works, mask work, registrations and applications therefore, and
          all other rights corresponding thereto throughout the world; and (vi)
          any

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                                       -5-


          similar, corresponding or equivalent rights to any of the foregoing
          anywhere in the world.

     4.3  Notwithstanding anything to the contrary in this Agreement, Medimop
          shall not be bound to make any voluntary or involuntary disclosure to
          Omrix of any information in relation to the IP comprised in the
          Mix-Ject, notwithstanding the grant of the Exclusive License.

     4.4  No warranty, representation or assurance is made by Medimop with
          respect to the IP, including and without derogation as to the quality
          of any of the IP, extent, duration, enforceability or otherwise, and
          in any event. Omrix is not granted any better right than Medimop can
          posses. The parties acknowledge that all IP in the Mix-Ject only (not
          including Omrix's registered patents) belong to Medimop solely and
          exclusively, subject to the Exclusive License granted to Omrix;
          Medimop shall prepare, file, and maintain all of the Patents related,
          to the Mix-Ject and if choose not to do so will notify Omrix and Omrix
          may take the necessary steps, on Medimop's behalf, to protect the
          Intellectual Property in order to preserve the Exclusive License.
          Medimop will co-operate with Omrix in the preservation of the
          Exclusive License as aforesaid.

     4.5  The Exclusive License shall be granted to Omrix free and clear of all
          encumbrances, charges, liens or any other third party rights that may
          be voluntarily given by Medimop. Further, Medimop represents and
          warrants to the best of its knowledge and belief that there are no
          attachments or third party's rights or claims on the IP. Medimop
          agrees to provide written notice to Omrix promptly after becoming
          aware of any infringement of any IP which may relate to the use of the
          IP and will co-operate with Omrix to stop such infringement.

     4.6  The Exclusive License is embodied in this Agreement is the only right
          granted to Omrix under the IP or any part thereof and to each party's
          knowledge, no other special document shall be required to further
          manifest, evidence, or prove such Exclusive License. Notwithstanding
          the foregoing, however, if additional documentation is necessary to
          manifest, evidence, or prove such Exclusive License, at the request of
          Omrix and within five (5) business days of such request. Medimop shall
          provide Omrix with any and all such documentation provided the
          documentation will not include any better rights than those contained
          in this Agreement.

     4.7  Omrix to the extent permitted by law, shall have the right, but not
          the obligation, under its own control and at its own expense, to
          prosecute any third party infringement of the Exclusive License or any
          other IP in the Field. If required or permitted by law, Medimop (if
          not acted promptly to stop the infringing activity) shall permit any
          legal proceedings under this Section to be brought in its name to stop
          such infringement, including

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                                       -6-


          being joined as a party-plaintiff, provided that Omrix shall pay the
          costs and expenses in connection with such action. The parties will
          co-operate in such event to protect the legitimate interests of both
          parties,

     4.8  In the event that legal action is brought against Medimop and/or Omrix
          by a third party alleging invalidity, unenforceability, or
          non-infringement of any IP, which may potentially effect the rights
          of Omrix under the Exclusive License, each Party will promptly notify
          the other about such action and the Parties will co-operate to defend
          the action. In the event that a Party decides not to defend the
          action, the other Party may assume the defense in the joint names of
          the Parties on its own expense.

     4.9  Omrix and/or its successors shall have the full rights of exploitation
          to any derivative works created pursuant to the Exclusive License and
          shall be entitled to protect such rights to the fullest extent
          permitted by law.

     4.10 Omrix will keep all confidential or proprietary information in
          relation or connected to the IP in strict confidence, secret and
          confidential in order to protect it from disclosure or misuse by an
          un-authorized third party. Omrix will use its best endeavors in doing
          so in accordance with the procedures it uses to protect Omrix's
          confidential information, but not less than reasonable skill and care;
          provided, however, such obligation shall not relate to information
          that (i) is publicly available or in the public domain at the time
          disclosed; (ii) is or becomes publicly available or enters the public
          domain through no fault of Omrix; (iii) is rightfully communicated to
          Omrix, to Omrix's knowledge, by persons not bound by confidentiality
          obligations with respect thereto; (iv) it can prove that it is already
          in Omrix's possession free of any confidentiality obligations with
          respect thereto at the time of disclosure; (v) is independently
          developed by Omrix; or (vi) is required to be disclosed pursuant to
          any applicable law, regulation, judicial or administrative order or
          decree, or request by other regulatory organization having authority
          pursuant to the law but before disclosure under SS (vi) Omrix will use
          its best endeavors to notify Medimop of the required disclosure. In
          the event of breach of said confidentiality Omrix shall notify
          Medimop, giving full particulars and co-operation, as soon as it comes
          to Omrix attention.

     4.11 Subject to Omrix timely making all payments as required by this
          Agreement, Medimop acknowledges the importance to Omrix of the
          Exclusive License and, therefore, the parties explicitly agree that
          such rights are irrevocable and that in the event of any dispute
          arising from or related to this

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                                       -7-


          Agreement, or in any other dispute between the parties of whatever
          kind or type, each party will only have the right to seek monetary
          damages, and shall not (i) have the right to revoke or try to revoke
          Omrix rights mentioned in this section, including, but not limited to
          under the Exclusive License, under any circumstances whatsoever, or
          (ii) be able to seek injunctive relief. To the extent Medimop attempts
          to revoke the Exclusive License or threatens to revoke the Exclusive
          License or moves for injunctive relief or any other relief not being
          monetary damages. (i) Omrix shall be entitled to dismiss such
          revocation or claim for relief, as the case may be and shall be
          entitled to receive all costs and expenses incurred (including
          attorneys' fees) in relation to such claim; (ii) any and all waivers
          granted by Omrix under this Agreement shall automatically terminate.
          and Omrix will, consequently have any and all remedies under law in
          connection with the Agreements or any other matter; If so Medimop
          will retain its defenses; (iii) Medimop may be liable to all direct
          and/or consequential damage arising to Omrix as a result of attempt to
          revoke the Exclusive License.

     4.12 Medimop acknowledges and agrees that it will not (directly or
          knowingly indirectly) (i) engage in any development activities for a
          product in the Field; or (ii) manufacture or allow any third party to
          manufacture any product for the purpose of being used or sold in the
          Field, provided Medimop can produce & sell other products in the
          Field, not including Mix-Jects, as appear in Medimop's catalog.
          EXHIBIT "C", or (iii) permit or assist, in the Field, any entity or
          person which competes with Omrix in the Field. Medimop will not sell
          (directly or knowingly indirectly) any Mix-Ject units to any one to be
          used in the Field. Without derogating from the generality of this
          Section, Medimop undertakes and covenants that it will not grant,
          sublicense, assign or otherwise transfer to any other person or entity
          any licenses, sublicenses or any other IP that may conflict with or
          inhibit the use of the Exclusive License or that may be competing with
          the activities carried by Omrix within the Field.

          Each party's rights and obligations under this Article 4 shall survive
          expiration or termination of this Memorandum of Agreement for any
          reason.

5.   For avoidance of doubt, all prices contained in this Agreement which will
     be paid in return for a tax invoice and any and all purchase orders
     delivered pursuant hereto are exclusive of all V.A.T. Payment shall be made
     against Tax Invoice. Medimop will be responsible for all taxes related to
     any payment made to Medimop for any delivered products.

6.   By signing this Agreement, each of the parties hereto (including its
     respective officers, directors, employees, shareholders and agents) hereby
     waives (on its own and its affiliates behalf) any and all claims of any
     type, circumstance, cause, nature

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                                       -8-


     or kind such party has against the other party and/or their respective
     officers, directors, employees, shareholders and agents, in connection with
     any fact, statement, matter, circumstance, action or omission, occurring
     prior to the date hereof, including, but not limited to, in relation to
     past Agreements or undertakings, provided that such waiver shall not relate
     to any obligation under this Agreement. Such waiver to be construed widely
     in order to prevent any future disputes arising from the past.

7.   This Agreement and all its schedules and exhibits and the provisions hereof
     will only be effective following, the approval of both BoD of the Parties
     and also timely payment by Omrix of the sums listed in this Agreement. In
     the event that BoD approval of either Party is not granted within 3
     business days following the date of signing this Agreement, the other Party
     may revoke its approval and rescind the agreement. Payment to Medimop under
     this Agreement shall be deemed approval of the Agreement by Omrix's BoD.

8.   This Agreement shall not be assignable by any Party without the prior
     written consent of the other Party, except that either Party shall be
     permitted to assign this Agreement and any rights hereunder, without the
     other Party's consent, to an affiliate (at least 30% of the ownership or
     control) or a company acquiring all or substantially all of the first
     Party's relevant assets, voting stock or business via merger or any other
     transaction. Any assignment shall not relieve the assignee from the
     obligations under this Agreement and the terms of assignment shall be the
     entire agreement only.

9.   This Agreement substitutes and replaces all past agreements, dealings and
     undertakings between the parties, whether made oral or in writing.

AGREED AND ACCEPTED:                    AGREED AND ACCEPTED:

OMRIX BIOPHARMECEUTICALS LTD.           MEDIMOP MEDICAL PROJECTS LTD.


BY: /s/ Michael Burshtine               BY: /s/ Freddy Zinger
    ---------------------------------       ------------------------------------
NAME: Michael Burshtine                 NAME: Freddy Zinger
TITLE: CFO                              TITLE: President
DATE: 26/6/05                           DATE: 26/6/05

/s/ Nissim Mashiach
    ---------------------------------
    Nissim Mashiach
    GM & COO
    26/6/05