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                                                                    EXHIBIT 10.9

                                SUPPLY AGREEMENT
             ENTERED INTO AND SIGNED ON THIS 25 DAY OF MARCH, 2004

BY AND BETWEEN:  OMRIX BIOPHARMACEUTICALS LTD,
                 whose address for the purposes hereof is:
                 MDA Blood center
                 Tel Hashomer Hospital
                 Kiryat Ono, Israel

                 (Hereinafter referred to as: "OMRIX")

                                                              OF THE FIRST PART;

                                      AND

                 PLASTMED LTD.
                 a company registered in the______________________________,
                 whose address for the purposes hereof is
                 at____________________________________________________

                 (Hereinafter referred to as: "PLASTMED")

                                                             OF THE SECOND PART;

WHEREAS:    Omrix wishes to contract PlastMed for the manufacture and supply
            exclusively for and to Omrix of Quixil applicator devices, as denned
            and described in ANNEX A' to this Agreement (hereinafter: "THE
            DEVICES"); and

WHEREAS:    PlastMed has agreed to exclusively manufacture by sub-contracting
            the Devices for Omrix and supply the Devices exclusively to Omrix,
            according to the quantities, the timetables and the quality
            indicated in this Agreement: and

WHEREAS:    The parties wish to set in writing their mutual rights and
            obligations and all according to this Agreement;

NOW THEREFORE IT IS AGREED DECLARED AND STIPULATED BETWEEN THE PARTIES 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.    PREAMBLE AND APPENDICES:

            The Preamble to this Agreement and its appendices constitute an
            integral part hereof and shall be read jointly herewith.

2.    INTERPRETATION:

      2.1   This Agreement shall be governed by the law of Israel and it's
            sections shall be interpreted by it.

      2.2   The headings of the sections of this Agreement are intended for
            convenience only and shall not be used to interpret the sections of
            the Agreement and/or shall not affect the content thereof.

      2.3   In this Agreement the terms set forth below will have the meanings
            set out beside them unless the context shall require otherwise:

          "THE AGREEMENT"                        This Contract;

          "THE PARTIES" "A PARTY"                Omrix and/or PlastMed.

          "THE DEVICE"

                                                   Quixil applicator
                                                   device, as defined in
                                                   Annex A attached herewith
                                                   to this Agreement.

3     PERIOD OF THE AGREEMENT:

      3.1   This Agreement is entered into for a period of Five (5) years,
            commencing on the date of signing of the Agreement (hereinafter:
            "THE TERM").

      3.2   It is agreed that the Term is determined in view of the Parties
            commitments and in light of their mutual representations herein.
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                                       3

      3.3   At the end of the Term, should Omrix desire to order the manufacture
            and supply from another supplier(s), it shall first offer PlastMed
            to supply the new order(s) for the Device, at such price and under
            such timetable, terms of payment and other terms as offered to Omrix
            by such other supplier in good faith, provided however that PlastMed
            has fulfilled all of its obligations herein, including without
            limitations, manufacture of the Devices in accordance with the
            specifications and quality requirements setforth herein. In the
            event PlastMed shall exercise the above right of first refusal, the
            applicable terms of this Agreement shall apply to the manufacture
            and supply of the new order by PlastMed Mutatis Mutandis.

      3.4   The parties hereby agree and undertake that in this case, if
            PlastMed shall accept this offer to continue and supply the Devices,
            then the Terms of this Agreement shall be renewed automatically for
            an additional period of 1 year.

4.    PLASTMED'S OBLIGATIONS:

          PlastMed hereby undertakes to:

      4.1   Manufacture the Devices, control the quality thereof and supply the
            Devices to Omrix in strict compliance with the requirements of the
            US FDA and the European Community Authorities and in accordance with
            the instructions of Omrix, the technical specifications and quality
            standards detailed in ANNEX A' attached hereto (collectively the
            "TECHNICAL SPECIFICATIONS").

      4.2   The Devices shall be manufactured by PlastMed or by reliable sub
            contractor(s) of PlastMed. For avoidance of doubt. PlastMed shall be
            solely and fully responsible for the quality of the Devices and for
            their timely delivery to Omrix.

      4.3   It is agreed that the prices stated in Section 5.5 to this
            Agreement, include all works involved and/or related to the
            manufacture and supply of the Devices, including without limitation,
            planning, production, supervision, assembly of the Devices' various
            components, and delivery to Omrix of the Devices, as agreed herein.
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                                        4

      4.4   It is stipulated that the prices for the device as set in this
            Agreement includes PlastMed's expenses due to stock management,
            warehouse services and printing/labeling (including without
            limitation, the box and 3 sizes of tray lids but exclude
            sterilization and additional requirements or development of similar
            products such as long catheter or any other additions to the Devices
            as detailed in ANNEX A'. At the request(s) of Omrix, PiastMed shall
            change the printing on the Device/s boxes and/or on the tray lids.
            PiastMed shall bear the costs of the first two changes. Any
            additional printing changes shall be charged as shall be agreed
            between the parties in advance.

      4.5   Without prejudice to anything herein and in addition thereto,
            PiastMed shall provide the services listed in ANNEX A.

      4.6   During the Term and for a period of 36 months thereafter, PiastMed
            shall not manufacture devices similar to the Devices for anybody
            other than Omrix.

5.    OMRIX'S OBLIGATIONS:

      5.1   Subject to the performance by PlastMed of all its obligations, Omrix
            will order from PiastMed, after a running period, which will end on
            December 31st, 2004, at least 80% of all of its requirements for the
            Devices during the Term. Omrix shall be entitled to order no more
            than 20% of all of its requirements for the Devices during the Term
            from their current supplier or from any other manufacturer. Subject
            to such limit of 20% PlastMed shall be the exclusive supplier to
            Omrix with regard to the Device.
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                                       5

      5.2   Omrix will finance the cost of the molds required for the
            manufacture of the Devices. The molds shall be designed and planed
            by PlastMed and ordered by PlastMed, from a reliable mold maker.
            PlastMed shall be solely and fully responsible for the quality of
            the molds and their suitability for their purpose.

          The molds will be ready no later than 7 months as of the signing date
          of this Agreement. The molds will be held by PlastMed or its
          subcontractors, as the case may be, in trust and on behalf of Omrix,
          provided however, that Omrix shall not be entitled to take physical
          possession of the molds until the payment by Omrix in full of the
          amount of *** EURO which shall be paid in the following manner: ***
          Euro in advance at the date of signing this Agreement. *** Euro shall
          be paid within 12 months thereafter, the remaining *** Euro shall be
          paid in 4 equal installments during the second year of this Agreement
          i.e. at: February 1st, at May 1st, at August 1st and at November 1st.
          The molds shall be deigned and planed for 1.000.000 guaranteed shots,
          all maintenance and repair costs after 1.000.000 shots shall be paid
          by Omrix up to *** from the original cost of the molds. PlastMed will
          be responsible to store, keep and maintain the molds up to 1 M shots.
          PlastMed will be responsible for storing and keeping the molds under
          good conditions and will assure that no damage theft etc will happened
          to the molds.

      5.3   Prices per one Device packed in printed box are DDP (Delivered all
            Duties Paid with the exception of VAT) Cure Medical Warehouse at
            Emek Hefer Industrial Area, Israel (INCOTERMS 2000), according to
            the quantities ordered and are as stated in the following chart.

          Quantity ordered: Price per Device in USD:

           Up to 60,000      ***
           Devices
           60,001-120,000    ***
           120,001-200,000   ***
           200,001 and more  ***

      5.4   Omrix shall pay during each calendar year an amount corresponding
            with the above chart, in accordance with the quantities forecasted.
            At the end of the year the parties will carry an adjustment in
            accordance with the actual quantities ordered, and an appropriate
            credit note or debit note shall be issued by PlastMed to Omrix. In
            the event that a debit note was issued, Omrix shall pay the amount
            specified therein within 21 working days of the receipt of such
            debit note.
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                                      6

      5.5       It is agreed that in addition to every payment aforementioned
                (which incorporates all duties that are the responsibility of
                PlastMed as per delivery terms DDP at Cure Medical's warehouse
                at Emek Hefer Industrial area. Israel INCOTERMS 2000). Omrix
                shall bear any additional tax, including but notwithstanding
                V.A.T., or any other tax the Israeli law shall require from
                Omrix.

            Such  taxes shall be added to any sum aforementioned, at the date
            of payment.

      5.6       In the event that PlastMed will fail to deliver the first order
                within 8.5 months from the date of signing this agreement (the
                "FIRST SUPPLY DATE"), Omrix shall be entitled to receive to it's
                possession, free of any liens, encumbrances and/or charges the
                mold/s that have been manufactures by sub-contractors for
                PlastMed, for the purpose of manufacturing the Device, provided
                that Omrix paid PlastMed the entire cost of the molds as
                detailed in Section 5.2., Such 8.5 month period shall be
                extended by Omrix, if it shall be apparent that the extension is
                not required due to PlastMed's gross negligence or malice.

      5.7       Omrix shall transfer the agreed upon payments by a Bank Transfer
                directly to PlastMed's Bank Account or to any other bank account
                as instructed in writing by PlastMed.

      5.8       In case PlastMed shall instruct Omrix to transfer any of the
                aforementioned payments to an Israeli bank account then any such
                transfer shall be made according to the exchange rate at the
                date of payment.

      5.9       Money transfer shall not be deemed accepted until such time as
                Omrix shall provide PlastMed with a suitable endorsement
                confirming the transfer.

6.    ORDERS AND DELIVERY:

      6.1   ANNUAL FORECAST

         6.1.1    Omrix shall deliver to PlastMed an annual purchasing forecast
                  for each calendar year (hereinafter: "THE ANNUAL FORECAST").

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                                      7

         6.1.2    The Annual Forecast for each year shall be delivered in
                  writing, no later than October 1st of the preceding calendar
                  year, and shall be updated as of April 1st of such calendar
                  year, as long as the Annual Forecast remains in the limits of
                  the Annual Commitment as defined in 6.1.3.

         6.1.3    Omrix shall be obliged to purchase in each and every
                  calendar year a quantity, which is not less than 75% and
                  not more than 125% of the Annual Forecast for such
                  calendar year (hereinafter: "THE ANNUAL COMMITMENT"). Any
                  difference between the amount actually purchased during a
                  calendar year and the Annual Forecast shall be purchased
                  during the following calendar year.

         6.1.4    PlastMed shall be prepared to supply Omrix all the quantity of
                  Devices detailed in the Annual Forecast, according to the
                  dates of delivery therein. Without prejudice to the above, in
                  the event Omrix shall order quantities of the Devices
                  exceeding 125% of the Annual Forecast, PlastMed will use its
                  best endeavors in order to supply the entire quantity ordered.

   6.2

         6.2.1    To the extent possible in view of existing orders placed with
                  Omrix and subject to section 6.2.2, Omrix shall place with
                  PlastMed quarterly orders not later then December 1st for the
                  quarter beginning January 1st of the next year), March 1st
                  (for the quarter beginning on April 1st.), June 1st (for the
                  quarter beginning on July 1st.) and September 1st (for the
                  quarter beginning on October 1st) of each calendar year
                  (hereinafter: an "Quarterly Order").

         6.2.2    Each Quarterly Order shall include purchase of not less than
                  25% of the Annual Commitment for Devices.

         6.2.3    Each Order shall include the required quantity of Devices, and
                  the exact intended date of delivery, which shall be at least
                  60 (sixty) working days following the date of the Order
                  (hereinafter: the "DELIVERY DATE").

         6.2.4    PlastMed shall confirm its acceptance of the Order in writing,
                  no later than 7 (seven) days of receipt of the Order."

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                                      8

         6.2.5    Payment terms shall be net + 30 days of the delivery date of
                  each consignment.

6.4       DELIVERY:

         6.4.1    PlastMed will supply the Devices to Omrix DDP (Delivered all
                  Duties Paid with the exception of VAT) Cure Medical Warehouse
                  at Cure Medical's warehouse, Israel (INCOTERMS 2000), at the
                  prices indicated in section 5.5 above. PlastMed warrants that
                  the Devices, which shall be purchased by Omrix from PlastMed,
                  shall be manufactured in accordance with the terms of this
                  Agreement and shall be free from any defects.

         6.4.2    After Omrix or it's representative collects the Devices in
                  accordance with the terms of section 6.4.1 above, the
                  responsibility, for the Devices shall fully transfer and lie
                  with Omrix.

         6.4.3    Following collection of the goods by Omrix, Omrix shall have a
                  twenty one working days period to file any claim with PlastMed
                  for any defective Device, unless Omrix will notify PlastMed
                  that the Devices are being held in inventory, in which case
                  the twenty one days shall only commence on the date when the
                  Devices would be delivered to Omrix's customer(s), but in any
                  event no later then 4 months from the date when the Devices
                  were delivered by PlastMed (hereinafter the "DEFECTIVE CLAIM
                  PERIOD").

                  After the expiry of said Defective Claim Period, Omrix shall
                  be deemed to have received the Devices at its full
                  satisfaction. Notwithstanding the above, PlastMed shall be
                  responsible for any defective Device(s), including if the
                  defect and/or incompatibility with the Technical
                  Specifications has been discovered after the Defective Claim
                  Period, provided that a reasonable check of the Device(s) by
                  Omrix during the Defective Claim Period did not reveal any
                  defect and/or incompatibility of the Device(s) and further
                  provided that Omrix informed PlastMed of the defective
                  Device(s) within 21 twenty one working days period of the
                  defect and/or incompatibility.

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                                      9

         6.4.4    PlastMed shall replace, at its sole cost and expense, any and
                  all defective Device(s) (provided such defect occurred prior
                  to delivery to Omrix) and/or Device(s) not complying with the
                  Technical Specification, provided that Omrix has notified
                  PlastMed thereof within the time limit set in section 6.4.3
                  above.

         6.4.5    If Omrix, for any reason, is unable to accept the Device(s)
                  at the time it is due and ready for delivery, PlastMed shall
                  store the Device(s) free of charge for an additional period of
                  six months, safeguard it and take all reasonable steps to
                  prevent its deterioration during this period.

         6.4.6    PlastMed acknowledges that it is aware of the fact that supply
                  of the Devices to Omrix in complete compliance with the
                  Technical Specifications and the delivery on times requested
                  by Omrix is crucial to the supply by Omrix of biological glue
                  to its customers, and material deviation there from by more
                  than 21 working days may cause Omrix irreparable damages.

7.  TRANSFER OF TITLE:

      Until delivery the Devices will be held by PlastMed in trust and on behalf
      of Omrix. The Title in the Devices shall pass to Omrix upon delivery,
      without derogating from PlastMed's right to be fully paid for the Devices
      in accordance with the terms of this Agreement.

8.  FDA, CE APPROVALS:

      Omrix will prepare all the applications for the approval of the
      manufacture of the Devices by the US and EC authorities. PlastMed shall
      extend to Omrix all reasonable assistance required for the preparation of
      such applications.

9.  LICENSES AND CUSTOM CLEARANCE:

      Subject to the provisions of Section 6.4.1 above, Omrix hereby undertakes
      to obtain the necessary Import / Export or any other Licenses (if
      required), and to make all the necessary arrangements including all
      payments due in order to obtain clearance for the purchase of the Device
      according to this Agreement.

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                                     10

10. FORCE MAJEURE:

      10.1           Force Majeure, under the present Agreement, denotes all
                     events which did not exist at the date of the signing of
                     this Agreement and/or which occur beyond the will and
                     control of the parties, and the occurrence and effects of
                     which cannot be prevented by measures and means which in
                     the specific situation may reasonably be required and owing
                     to which it is impossible to perform the Agreement within
                     the terms and on the conditions hereof.

      10.2      Both parties shall use all efforts to perform their respective
                obligations under this Agreement, but shall be excused for
                failure to perform or for delay in performance hereunder due to
                Force Majeure, including causes beyond the control of either,
                such as fires, strikes, floods, epidemics, war, riots.

      10.3      Throughout the period of Force Majeure the obligations of both
                parties are automatically extended for the duration of the delay
                caused by Force Majeure.

11. PLASTMED - AN INDEPENDENT CONTRACTOR:

    It is hereby agreed between the parties as follows:

      11.1      It is agreed and known to the parties that in order to produce
                and supply the Device, PlastMed is planning to manufacture the
                Device in a unique and exclusive manner.

                Therefore, it is agreed that PlastMed acts as an independent
                contractor in executing this Contract and/or in providing the
                Services under this Contract, and no right granted under the
                Contract to Omrix or any persons appointed by them or acting in
                their name or on their behalf, to supervise or intervene in any
                manner in the execution of PlastMed's work and/or in the
                provision of the Services, is to be regarded as anything more
                than a means to ensure the full performance of the provisions of
                the Contract, and PlastMed and its workers or any person
                employed by it in providing the Services will have no rights of
                employees of Omrix, and will not be entitled to any payment,
                compensation or other benefits from Omrix in connection with the
                performance of the Contract or any instruction given there
                under, or in connection with the rescission or termination of
                the Contract, for any reason whatsoever.
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                                       11

      11.2  That any person employed by Omrix connected to this contract will
            have no rights of employees of PlastMed, and will not be entitled to
            any payment, compensation or other benefits from PlastMed in
            connection with the performance of the Contract or any instruction
            given there under, or in connection with the rescission or
            termination of the Contract, for any reason whatsoever.

12.   Omrix Warrants and guarantees that the design, construction and quality of
      Device to be Supplied under this Agreement comply in all aspects and with
      all relevant requirements of Law, Statute, Statutory Rule or Order, or
      other instrument having the force of Law in the State which may be in
      force at the time when the same are supplied. In the event that no such
      Law, Statute or Order exist in a certain territory where the Device/s is
      supplied, Omrix takes all responsibility to such supply and shall
      indemnify and hold PlastMed harmless in the event of any damage, expenses
      or harm due to such supply.

13.   INFRINGEMENT OF PATENTS:

      13.1  Omrix hereby declares that it holds title by assignment to the
            invention known as "QUIXIL" applicator device that is the subject of
            Applicator device for applying a multiple fluid, in particular a
            multi-component tissue glue, Patents: USA: Application No.
            09/254552, Patent no. 6,113,571. Europe: Application no. 96 931
            070,5, Patent no. 0 925026.

      13.2  Subject only to the limitations on liabilities set out in this
            Section 13.2 and pursuant to the provisions of Section 13.3 Omrix
            hereby agrees to immediately indemnify PlastMed and hold it harmless
            from any expanses awards or recoveries finally assessed by a court
            of competent jurisdiction and specifically resulting from any
            infringement of any patent, registered design, trade mark or trade
            name protected in Israel or any other place by reason of
            manufacturing of the Devices, the use or sale by Omrix of the
            Devices manufactured by PlastMed, provided, however, that Omrix's
            duty to indemnify shall be subject to PlastMed's promptly notifying
            Omrix in writing of any notice PlastMed receives claiming or
            asserting infringement of a patent or registered design or trade
            mark or trade name, to which this indemnity applies, and lending all
            reasonable assistance, at its expense, in the defense or settlement
            of such suit which defense shall be under the control and direction
            of Omrix.
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                                       12

      13.3    Should Omrix decide to take control of the defense it shall
              notify PlastMed so, and in such case Omrix shall bear the expense,
              and shall have sole and complete control of the defense, conduct
              all negotiations for the settlement, adjustment or compromise of
              all aspects of any suit with respect to which Omrix shall have an
              obligation to indemnify PlastMed under Section 13.2 above. As long
              as PlastMed will take control of the defense, Omrix, subject to
              the fulfillment by PlastMed of its obligations under Section 13.2
              above, will bear the reasonable cost of PlastMed defense in such
              proceedings, provided the infringement is not a result of
              manufacture of the Device by PlastMed and/or any of its
              subcontractors not in accordance with the Technical Specifications
              and any other relevant terms of this Agreement.

      13.4  The parties warrants that they are the possessor of certain
            intellectual property rights, formulas, drawings, plans,
            specifications, software programs, algorithm, assembling, marketing
            and other business experiences, technical knowledge and Know-how in
            the field of design, manufacturing, assembling and marketing of the
            Device, that they consider to be confidential or proprietary
            information of value (hereinafter: "CONFIDENTIAL INFORMATION").

      13.5  Any design or instructions or act furnished or given by one party
            (the "Granting Party") to the other party (the "Receiving Party")
            shall not be deemed as giving the Receiving Party any consent to
            infringe any Confidential Information of the Granting Party and/or
            to grant the Receiving Party any right with respect thereto. For
            avoidance of doubt, nothing in this Agreement shall be construed as
            granting the Receiving Party any right or title to any part the
            Confidential Information and/or to any intellectual property of the
            Granting Parry, whether registered or not. Disclosure of
            Confidential Information by PlastMed to any sub-supplier shall be
            subject to the written prior approval of Omrix and to such sub-
            supplier signing a confidentiality agreement, which will include the
            provisions of Sections 13.4, 13.5 and 15 hereof, securing Omrix
            rights herein.

      13.6  Omrix, directly or indirectly (including, but not limited to other
            companies connected to Omrix whether by other agreements or by other
            businesses relations and/or companies Omrix holds their shares or
            companies that holds Omrix shares), shall not during the term of
            this Agreement and 4 (four years) thereafter order the supply or
            manufacture of the Device or any part thereof or any other product
            or device from any subcontractors or suppliers of PlastMed.

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                                       13

14.   BANKRUPTCY AND LIQUIDATION:

      14.1  If a party hereto ( a "BANKRUPT PARTY") shall at any time, becomes
            bankrupt, or shall have a receiving order or administration order
            made against it, or shall make any composition or arrangement with,
            or for the benefit of its creditors or shall purport to do so, or if
            it shall become insolvent or bankrupt, or any application shall be
            made under the Bankruptcy Act, for the time being in force, for
            sequestration of its assets, or a trust deed shall be granted by it
            on behalf of its creditors, or if the Bankrupt Party shall file a
            request to be wound up (not as result of reconstruction or
            amalgamation) or if a receiver, or manager on behalf of the creditor
            shall be appointed, or if circumstances shall arise which entitle
            the Court or a creditor to appoint a receiver or manager, or which
            entitle the Court to make a winding up order, then the other party
            hereto shall be at liberty:

    14.1.1  To cancel the Agreement by notice in writing without
                    compensation to the Bankrupt Party, or

    14.1.2  To give any such receiver or liquidator or other person the
                    option to carry out the Agreement.

      14.2  The exercise of any of the rights granted to a party under sub-
            Section 14.1 hereof should not prejudice or affect any other right
            of such party.

15.   SECRECY:

         The parties undertake that at all times hereafter, they shall keep
         confidential, and not disclose to any third party, any information
         concerning this Agreement, any knowledge or information concerning
         the other party and in connection with the performance of this
         Agreement, reaching it by virtue of or during the course or
         incidental to the performance of this Agreement or the provision of
         the Services, during, before the commencement of or after the
         termination of the Agreement Term. Without derogating from the
         above, PlastMed shall keep as strictly confidential all the
         information that will come to its knowledge and which refers to the
         Devices and/or to Omrix and/or to the business of Omrix, subject to
         terms of this Agreement.

16.   NOTICE OF LABOR DISPUTES:

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                                       14

        Whenever an actual or potential labor dispute threatens to delay the
        performance of this Agreement, the affected party shall immediately
        give notice thereof to the other party.

17.   INDEMNIFICATION:

      17.1  PlastMed shall defend, indemnify and hold harmless Omrix from any
            and all claims pertaining to any defects in the Devices to be
            supplied by PlastMed to Omrix, except for any defect/s stemming from
            the or pertaining to the Technical Specifications. It is further
            agreed that PlastMed shall not be responsible or liable to Omrix
            and/or any third party except for damages due to Devices that do not
            comply with the Technical Specifications

      17.2  Omrix shall be solely liable for any direct or indirect physical or
            any other damage or loss which any third party has suffered or might
            suffer due to any use of the Device and/or act and/or omission of
            Omrix or anyone acting on his behalf. It is stipulated that Omrix
            shall be liable for any personal injury to or death of any person
            arising out of or in the course of or caused by the performing of
            this Agreement including any such liability caused by use of the
            Devices, provided, however, that any such direct or indirect
            physical or any other damage or loss were not caused as result of
            poor workmanship and/or any defects in a Device supplied by PlastMed
            except for any defect/s stemming from the or pertaining to the
            Technical Specifications, but including any defects in a Device
            resulting from manufacture thereof not in accordance with the
            Technical Specifications. The above provisions shall apply to
            PlastMed only with regard to the supply and manufacture of Devices
            that do not comply with the Technical Specifications.

      17.3  According to the provisions of Section 17.2 above, Omrix or
            PlastMed, as the case may be, shall be liable for, and shall
            indemnify each other against any expense, liability, loss, claim or
            proceedings in respect of any injury or damage whatsoever to any
            person insofar as such injury or damage arises out of or in the
            course of or by reason of the carrying out of this Agreement and or
            use of the Device. The above provisions shall apply to PlastMed only
            with regard to the supply and manufacture of Devices that do not
            comply with the Technical Specifications.

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                                       15

      17.4        Omrix or PlastMed, as the case may be, shall further indemnify
                  each other against and hold it harmless from any and all
                  direct losses, damages and liabilities (or actions in respect
                  thereof), arising out of, resulting from, based on or
                  otherwise incurred by Omrix or PlastMed, as the case may be,
                  in connection with any misrepresentation, breach of a warranty
                  or failure to perform any covenant or obligation of Omrix or
                  PlastMed, as the case may be, under this Agreement, including
                  all exhibits, schedules and other documents relating hereto.
                  The above provisions shall apply to PlastMed only with regard
                  to the supply and manufacture of Devices that do not comply
                  with the Technical Specifications.

18.           LIABILITY & INSURANCE:

      18.1        Without derogating from any of PlastMed's obligations herein,
                  PlastMed shall be fully and solely liable and responsible for
                  every Device as of the date on which a Purchase Order is
                  issued to PlastMed by Omrix and until the Device is delivered
                  to Omrix in accordance with the terms of this Agreement and
                  thereafter, for the a period of 12 months from the Delivery
                  Date (hereinafter the "LIABILITY PERIOD"). The above
                  provisions shall apply to PlastMed only with regard to the
                  supply and manufacture of Devices that do not comply with the
                  Technical Specifications.

      18.2        Omrix shall be solely liable for any direct or indirect
                  physical or any other damage or loss which any third party has
                  suffered or might suffer due to any use of the Device, and/or
                  act and/or omission of Omrix or anyone acting on his behalf.
                  It is stipulated that Omrix shall be liable for any personal
                  injury to or death of any person arising out of or in the
                  course of or caused by the performing of this Agreement
                  including any such liability caused by use of the Devices,
                  provided, however, that any such direct or indirect physical
                  or any other damage or loss were not caused as result of poor
                  workmanship and/or any defects in a Device supplied by
                  PlastMed except for any defect/s stemming from the or
                  pertaining to the Technical Specifications, but including any
                  defects in a Device resulting from manufacture thereof not in
                  accordance with the Technical Specifications. The above
                  provisions shall apply to PlastMed only with regard to the
                  supply and manufacture of Devices that do not comply with the
                  Technical Specifications.
<PAGE>

                                       16

      18.3          Without derogating from the foregoing and from any of
                    PlastMed's and Omeric's obligations herein, The parties
                    shall indemnify and hold harmless each other for their
                    Liabilities and obligations as described above.

      18.4          It is expressly clarified that in no event PlastMed's
                    obligations under Section 18.3 shall be limited to the
                    extent of any insurance available to and or provided by
                    PlastMed and/or by Omrix.

      18.4A         For avoidance of any doubt, it is agreed that PlasMed
                    shall be liable according and with regard to this agreement
                    solely and only in the event that PlastMed manufactured a
                    defective Device, which does not comply with the Technical
                    Specifications.

      18.5        Without derogating from PlastMed's liabilities and/or
                  obligations pursuant to this Agreement or pursuant to any law.
                  including but without limitations, PlastMed's obligation to
                  insure itself with various insurances as it may think fit,
                  like damage, theft etc and without Omrix assuming any
                  liability vis-a-vis PlastMed the following provisions with
                  respect to Insurance shall apply:

                  18.5.1      Omrix shall provide and maintain while the
                              agreement is being performed and for 7 (seven)
                              years AFTER the actual use of the device,
                              insurance with the limit of the insurance pursuant
                              thereto being not less than 5,000,000 USD per
                              event and in total for the term, in respect of any
                              injury or damage which might be caused in
                              consequence of any defect in the Devices. "Product
                              Liability" insurance with the limit of the
                              insurance pursuant thereto being not less than
                              5,000,000 USD per event and in total for the term,
                              in respect of any injury or damage which might be
                              caused in consequence of any defect in the
                              Devices.
<PAGE>

                                       17

                  18.5.2      It is agreed that if Omrix's Product Liability
                              insurance is cancelled or the scope thereof is
                              narrowed, and/or if the Omrix does not provide
                              confirmation of the insurance required from him
                              according to this Agreement, any of them and/or
                              the renewal thereof in time, or if the
                              confirmation does not conform with the provisions
                              hereof, PlastMed may, but shall not be bound to,
                              take out the said insurances, or any of them, at
                              its expense, without such imposing any liability
                              on PlastMed and/or anyone on its behalf or
                              exempting Omrix from any liability imposed on it
                              pursuant hereto and/or at law. Omrix shall
                              indemnify PlastMed immediately upon its first
                              demand, for any amount paid by PlastMed as
                              insurance premiums for Omrix as aforesaid. The
                              amount of the indemnity shall be deemed a debt due
                              to PlastMed from Omrix, pursuant to the
                              Agreement's provisions.

                  18.5.3      The policies shall include:

                              (i) PlastMed its subsidiaries and its as an equal
                              insured;

                              (ii) a "Cross Liability" clause;

                              (iii) waiver, by the insurer, of any right of
                              subrogation against any of the those included in
                              the insured name including any of their employees.

                  18.5.4      PlastMed alone shall be liable for paying the
                              excess specified in the policy.

                  18.5.5      Insofar as in PlastMed's opinion or pursuant to
                              the terms of this Agreement and any annex thereto
                              there is a need to extend the scope of the
                              insurance or to take an additional insurance,
                              PlastMed undertakes to do so at its expense.

19.   ENTIRE AGREEMENT

            This Agreement, including the tender, all exhibits, schedules and
            other documents relating hereto, constitutes the sole, entire and
            binding agreement among the parties hereto pertaining to the
            transactions contemplated herein and embodies agreed upon terms
            binding upon the parties in respect thereof No party to this
            Agreement shall be liable or bound by prior or contemporaneous,
            express or implied representation, warranty. Statements, promise,
            covenant or agreement pertaining to said transactions made by it or
            on its behalf unless same is expressly or impliedly set forth or
            referred to herein.
<PAGE>

                                       18

20.   AMENDMENTS, WAIVERS, DISCHARGE AND CONSENT:

      20.1        No failure to exercise and no delay in exercising any right,
                  remedy, privilege or power under or pursuant to this Agreement
                  shall operate as a waiver thereof, nor shall any single or
                  partial exercise of any such right, remedy, privilege or power
                  preclude any other or further exercise thereof or the
                  exercise of any other right, remedy, privilege or power.

      20.2        No amendments change or modification of this Agreement or any
                  of the provisions, term or conditions hereof, on waiver of a
                  right, remedy, privilege or power, or discharge of an
                  obligation or liability, conferred upon, vested in or imposed
                  on either party under or pursuant to this Agreement, and no
                  consent to any act or omission pertaining hereto shall come
                  into operation and be effective unless duly embodied in a
                  written instrument signed by or on behalf of the party against
                  whom such amendment, change, modification, waiver, discharge
                  or consent is asserted or sought.

21.   PARTIAL INVALIDITY OR UNENFORCEABILITY:

            If any provision of this Agreement is held to be invalid or
            unenforceable, such invalidity or unenforceability shall not
            invalidate this Agreement as a whole, but this Agreement shall be
            construed, as though it did not contain the particular provision
            held to be invalid or unenforceable and the rights and obligations
            of the parties shall be construed and enforced only to such extent
            as shall be permitted by law.

22.   ORDER OF PRECEDENCE:

            The following order of precedence shall govern in the event of a
            conflict between documents of this Agreement:

      1.    The Technica Specifications of Omrix.

      2.    This Agreement

      3.    Proposal Documents.

            Appendices to the Proposal Document.

            Omrix Product liability insurance.

<PAGE>

                                       19

23.   LAW & ARBITRATION

            All disputes between the Parties hereto which cannot be amicably
            settled between such Parties, shall be finally settled solely by
            arbitration of a single arbitrator, selected and appointed by mutual
            agreement between the Parties in dispute. Should the Parties in
            dispute not reach agreement concerning the appointment of the
            arbitrator, within fourteen (14) days after delivery by one of those
            Parties to the other Party/is of a written notice requesting that
            the dispute be referred to arbitration, and then the arbitrator
            shall be selected by the Chairman of the Israel Law Bar.

      The arbitration proceedings shall be conducted according to the Rules of
      Arbitration of the Law of Israel, and shall be held in Tel- Aviv

24.   NOTICES:

      24.1        Any notices submitted to the above mentioned official address
                  of the parties, will be deemed received by that party after 7
                  days from date of submission to a Post Office by registered
                  Air-Mail, or in case of Fax - 24 hours dispatch, subject to
                  receipt of fax confirmation.

      24.2        All the above-mentioned time terms refer to ordinary working
                  days and are subject to the existence of normal communication
                  conditions.

      IN WITNESS WHEREOF THE PARTIES HERETO HAVE SIGNED THIS AGREEMENT:

      /s/ Authorized officer                       /s/ Nissim Mashiach
      ----------------------------                 ----------------------------
             PLASTMED                                        OMRIX