<PAGE>

                                                                   EXHIBIT 10.21

FINAL

                         OMRIX BIOPHARMACEUTICALS, INC.

                2005 EQUITY INCENTIVE PLAN FOR ISRAELI EMPLOYEES

This 2005 Equity Incentive Plan for Israeli Employees (the "Plan") is a sub-plan
to the Company's global 2004 Equity Incentive Plan (the "Global Plan"). The Plan
is intended to encourage ownership of Common Stock, $0.01 par value (subject to
adjustments due to stock splits, stock combination and other recapitalization
events) (the "Stock"), of Omrix Biopharmaceuticals, Inc., a Delaware corporation
(the "Company"), by directors, officers, employees and consultants of the
Company and its Affiliates (as defined below; including Omrix
Biopharmaceuticals, Ltd. (the "ISRAELI SUBSIDIARY")) in Israel through the grant
of Awards, under Israeli tax regime, in order to attract, motivate, and retain
outstanding individuals for such positions, to align their interests with those
of the Company's shareholders, and to provide them with appropriate compensation
and additional incentives to promote the success of the Company.

1.    Certain Definitions.

      "Affiliate" - as defined in Section 102 of the Ordinance, including the
      Israeli Subsidiary.

      "Award" means any Option, Stock Award, or Stock Equivalent granted under
      Section 4, 5, or 6 of the Plan.

      "Board" means the Board of Directors of the Company.

      "Committee" means one or more committees each comprised of not less than
      two members of the Board appointed by the Board to administer the Plan or
      a specified portion thereof or, in the absence of such appointment, the
      Compensation Committee of the Board.

      "Fair Market Value" means, with respect to the Stock or any other
      property, the fair market value of such property as determined by the
      Board in good faith.

      "Ordinance" means the Israeli Income Tax Ordinance [New Version], 1961, as
      amended from time to time.

      "Participant" means an individual or entity selected by the Board or the
      Committee to receive an Award under the Plan.

      "Option or Options" means options granted hereunder, which shall all be
      subject to the provisions of Section 102 of the Ordinance.

      "Trsustee" means a trustee nominated by the Board and approved by the
      Israeli tax authorities in accordance with the provisions of the
      Ordinance.

2.    Administration of the Plan. The administration of the Plan shall be under
      the general supervision of the Board, which shall, within the limits of
      the Plan, determine the Participants to whom and the times at which Awards
      shall be

<PAGE>

                                     - 2 -

      granted. The board of directors of the Israeli Subsidiary and/or the Board
      (as required under applicable law) shall determine which route, the
      capital gain ("honi") route or the work income ("pairuti") route or any
      other route available under Section 102 of the Ordinance, shall be adopted
      for the purposes of the Plan under Section 102 of the Ordinance; and
      appoint a Trustee, if the Board deems such appointment necessary, prudent,
      or advisable. The BOD may change, from time to time, its determination
      with respect to the tax route to be used for future grants under the Plan,
      as permitted by Section 102 of the Ordinance. The Board may establish such
      rules as it deems necessary for the proper administration of the Plan,
      make such determinations and interpretations with respect to the Plan and
      Awards granted under it as may be necessary or desirable, and include such
      further provisions or conditions with respect to which Awards may be
      granted under the Plan as it deems advisable. To the extent permitted by
      law, the Board may delegate its authority under the Plan to a Committee of
      the Board. References to the Board herein shall include a Committee as
      applicable.

3.    Shares Subject to the Plan.

      3.1.  Number and Type of Shares. The shares of Stock of the Company that
            may be issued pursuant to Awards granted under the Plan shall be
            reduced from the total number of shares of stock, which are subject
            to the Global Plan. Shares issued hereunder may consist in whole or
            in part of authorized but unissued shares or treasury shares.

      3.2.  Adjustments; Assumption of Options. In the event (i) of any stock
            dividend, split-up, or combination of shares effected
            proportionately with respect to all outstanding shares of Stock, or
            (ii) the Board determines that any other recapitalization or any
            extraordinary cash dividend, reorganization, merger, consolidation,
            spin-off, exchange of shares, or other similar capital change
            affects the Stock such that adjustment is required in order to
            preserve the benefits or potential benefits of the Plan or any Award
            granted under the Plan, the Board (whose determination shall be
            conclusive) shall appropriately adjust any or all of (i) the number
            and kind of shares or securities of the Company that may be issued
            under the Plan, (ii) the number and kind of shares subject to
            outstanding Awards, and (iii) the exercise price or repurchase price
            with respect to any of the foregoing, so that the proportionate
            number of shares or other securities as to which Awards may be
            granted and the proportionate interest of holders of outstanding
            Awards shall be maintained as before the occurrence of such event.
            In the event of any reorganization, merger, consolidation, spin-off,
            or exchange of shares, the Board in its discretion may cause any
            Award to be assumed, or new rights substituted therefor, by another
            entity party to the transaction.

<PAGE>

                                     - 3 -

      3.3.  Restoration of Shares. Shares subject to an Award that expires, is
            terminated unexercised, is forfeited for any reason, or is settled
            in a manner that results in fewer shares outstanding than were
            initially awarded, shares surrendered in payment of the option price
            or any tax obligation with respect to an Award, and shares of
            Restricted Stock that are repurchased by, or forfeited to, the
            Company, shall again be available for granting Awards under the Plan
            to the extent of such expiration, termination, forfeiture,
            repurchase, or decrease.

4.    Options.

      4.1.  Type of Options.

            All Options granted hereunder shall be subject to the provisions of
            Section 102 of the Ordinance and any regulations and rules
            promulgated thereunder, or in connection thereto, and of the Plan
            and shall be granted solely to employees of the Israeli Subsidiary
            or of the Company or any Affiliate.

            To the extent required by the Ordinance or the Income Tax
            Commissioner of the State of Israel, the Options shall be issued to
            the Trustee and the shares of Stock issued upon the exercise of such
            Options shall be held for the benefit of the Participant for such
            period of time as may be required by the Ordinance (the "Trust
            Period"). During the Trust Period and as long as the applicable tax
            has not been paid, neither the Option nor the shares issued upon
            exercise thereof, as the case may be, may be sold, transferred,
            assigned, pledged, or mortgaged (other than through a transfer by
            will or by operation of law), nor may the Options or the share
            issued at the exercise of the Options be the subject of an
            attachment, power of attorney, or transfer deed (other than a power
            of attorney for the purpose of participation in general meetings of
            the Company stockholders). Furthermore, during the Trust Period, any
            payments, distributions, benefits, and rights in connection with the
            Options or shares issued upon exercise thereof, including any bonus
            shares and options, shall be deposited with the Trustee until the
            end of the Trust Period. The 102 route elected for the Options shall
            also apply to the shares issued upon exercise thereof and any
            payments, distributions, and benefits in connection to such options
            and shares.

            Notwithstanding anything to the contrary, the Trustee shall not
            release any Options which were not already exercised into shares of
            stock by the Participant or release any shares of stock issued upon
            exercise of Options prior to the full payment of the Participant's
            tax liabilities arising from Options which were granted to the
            Participant and/or any shares of stock issued upon exercise of such
            Options.

<PAGE>

                                     - 4 -

      4.2.  Date of Grant. The date of grant for each Option shall be the date
            on which it is approved by the Board, or such later date as the
            Board may specify.

      4.3.  Option Price. The price at which shares of stock may from time to
            time be purchased (the "Option Price") under each Option shall be
            determined by the Board.

      4.4.  Payment. No shares of stock shall be delivered upon exercise of an
            Option until the Company receives full payment for the exercise
            price therefore. Payment of the exercise price may be made in cash
            or, to the extent permitted by the Board at or after the grant of
            the Option, pursuant to any of the following methods: (i) by
            delivery of a promissory note, (ii) by actual delivery or
            attestation of ownership of shares of common stock of the Company
            owned by the Participant, or (iii) for such other lawful
            consideration as the Board may determine.

      4.5.  Term of Option; Exercisability. The Board shall determine the term
            of all Options, the time or times that Options become exercisable
            and whether they become exercisable in installments; provided,
            however, that the term of each Option shall not exceed a period of
            ten years from the date of its grant.

      4.6.  Effect of Disability, Death or Termination of Employment. The Board
            shall determine the effect on an Option of the disability, death,
            retirement, or other termination of employment of a Participant and
            the extent to which, and the period during which, the Participant's
            estate, legal representative, guardian, or beneficiary on death may
            exercise rights thereunder. Any beneficiary on death shall be
            designated by the Participant, in the manner determined by the
            Board, to exercise rights of the Participant in the case of the
            Participant's death.

      4.7.  Form of Options. Options granted hereunder shall be evidenced by an
            instrument delivered to the Participant specifying the terms and
            conditions thereof and containing such other terms and conditions
            not inconsistent with the provisions of the Plan as the Board
            considers necessary or advisable to achieve the purposes of the Plan
            or comply with applicable tax and regulatory laws and accounting
            principles. The form of Options may vary among Participants;
            provided that, in the absence of a specific determination in any
            particular case, the forms of an Option shall be as set forth in
            Exhibits A.

      4.8.  Amendment or Termination of Options. The Board may amend, modify, or
            terminate any outstanding Option, including substituting therefor
            another Option of the same or

<PAGE>

                                     - 5 -

            a different type, changing the date of exercise or realization and
            converting an Incentive Stock Option to a Nonstatutory Stock Option.
            Any such action shall require the Participant's consent unless:

            4.8.1.  in the case of a termination of, or a reduction in the
                    number of shares issuable under, an Option, any time period
                    relating to the exercise of such Option or the eliminated
                    portion, as the case may be, is waived or accelerated before
                    such termination or reduction (or, in such case, the Board
                    may provide for the Participant to receive cash or other
                    property equal to the net value that would have been
                    received upon exercise of the terminated Option or the
                    eliminated portion, as the case may be); or

            4.8.2.  in any other case, the Board determines that the action,
                    taking into account any related action, would not materially
                    and adversely affect the Participant.

      4.9.  No Rights as a Shareholder. No Participant or any person claiming
            through a Participant shall have any rights as a shareholder with
            respect to any shares of Stock to be distributed under the Plan
            until he or she becomes the holder thereof.

5.    Stock Awards.

      5.1.  Terms. The Board may issue shares of Stock ("Stock Awards") to
            employees, non-employee directors, and consultants upon such terms
            and conditions as the Board determines, including without
            limitation, Stock free of forfeiture provisions ("Unrestricted
            Stock"), Stock subject to forfeiture or to the Company's right to
            repurchase such shares ("Restricted Stock"), including Restricted
            Stock under Section 102 of the Ordinance which may only be granted
            to employees, bonus stock, or performance shares. Stock Awards may
            be issued without cash consideration or for such consideration as
            may be determined by the Board. The Board shall determine the
            duration of the period of time (the "Restricted Period") during
            which, the price (if any) at which, and the other conditions under
            which, the shares may be forfeited or repurchased by the Company and
            other terms and conditions of such grants.

<PAGE>

                                     - 6 -

      5.2.  Restrictions. Shares of Restricted Stock may not be sold, assigned,
            transferred, pledged, or otherwise encumbered, except as permitted
            by the Board, during the Restricted Period. Any certificates issued
            in respect of shares of Restricted Stock shall be registered in the
            name of the holder, shall contain such legend as the Board may
            require with respect to the restrictions on transfer and, if
            required by the Board, shall be deposited by the holder, together
            with a stock power endorsed in blank, with the Company. At the
            expiration of the Restricted Period with respect to any of such
            shares, the Company shall deliver a certificate with respect to such
            shares, without a legend referring to the Plan's restrictions on
            transfer, to the Participant or, if the Participant has died, to the
            Participant's designated beneficiary or legal representative. To the
            extent required by the Ordinance or the Income Tax Commissioner of
            the State of Israel, the Restricted Stock issued pursuant to Section
            102 of the Ordinance shall be issued to the Trustee in accordance
            with the provisions of the Ordinance and the Restricted Stock shall
            be held for the benefit of the Optionee for such period of time as
            may be required by the Ordinance. All restrictions in Section 4.1
            above shall apply mutatis mutandis to the Restricted Stock issued
            pursuant to Section 102 of the Ordinance.

      5.3.  Stock Purchase Agreement. Each recipient of a Stock Award shall
            enter into a Stock Purchase Agreement with the Company that shall
            specify the terms and conditions of such Stock Award and shall
            contain such other terms and conditions not inconsistent with the
            provisions of this Plan as the Board considers necessary or
            advisable to achieve the purposes of the Plan or comply with
            applicable tax and regulatory laws and accounting principles. The
            form of such Stock Purchase Agreement may vary among Participants.
            The Stock Purchase Agreement may be amended by the Board in any
            respect, provided that the consent of the Participant shall be
            required for any amendment, other than an amendment made in order to
            conform the Stock Purchase Agreement or the Plan to restrictions
            imposed by securities or tax laws or regulations, that would
            materially and adversely affect the Participant.

6.    Stock Equivalents. The Board may grant rights to receive payment from the
      Company based in whole or in part on the value of the Stock ("Stock
      Equivalents") upon such terms and conditions as the Board determines.
      Stock Equivalents may include without limitation phantom stock,
      performance units, dividend equivalents, and stock appreciation rights
      ("SARs"). SARs granted in tandem with an Option will terminate to the
      extent that the related Option is exercised, and the related Option will
      terminate to the extent that the tandem SARs are exercised. A SAR will
      have an exercise price determined by the

<PAGE>

                                     - 7 -

      Board. In the case of a SAR granted in tandem with an Option, such
      exercise price will be not less than the exercise price of the related
      Option. The Board will determine at the time of grant or thereafter
      whether Stock Equivalents are to be settled in cash, Common Stock or other
      securities of the Company, other Awards, or other property.

7.    Transferability. An Option or Stock Equivalent (i) shall not be
      transferable other than as designated by the Participant by will or by the
      laws of descent and distribution, and (ii) may be exercised during the
      Participant's life only by the Participant or the Participant's guardian
      or legal representative. The Board may waive this restriction in any
      particular case, subject to applicable law.

8.    No Right to Employment. No person shall have any claim or right to be
      granted an Award, and any grant of an Award shall not be construed as
      giving the Participant the right to continued employment. The Company
      expressly reserves the right at any time to dismiss a Participant free
      from any liability or claim under the Plan except as specifically provided
      in the applicable Award.

9.    Documentation; Shareholder Agreement; Other Conditions. Each Award under
      the Plan shall be evidenced by a writing delivered to the Participant
      specifying the terms and conditions thereof and containing such other
      terms and conditions not inconsistent with the Plan as the Board considers
      necessary and advisable. The Board may at the time of grant of an Award or
      at any time thereafter, require as a condition for exercise of an Option
      or receipt of a Stock Award or Stock Equivalent that the Participant
      execute a shareholder agreement containing such provisions relating to
      voting, restrictions on transferability, first refusal rights, co-sale
      rights, etc., and otherwise as the Board may deem necessary or desirable
      and may at any time impose such additional conditions with respect to the
      issuance and/or delivery of stock under the Plan as it considers necessary
      or advisable to comply with the requirements of securities, tax or other
      laws or regulations, including without limitation restricting the transfer
      of such shares and requiring appropriate representations and agreements
      from the Participant, and the Company shall be entitled to postpone such
      issuance or delivery until such conditions have been met. Any stock or
      options granted under Section 102 of the Ordinance may not be granted to a
      "Controlling Person" as such term is defined in the Ordinance.

10.   Tax and Withholding. ALL TAX CONSEQUENCES UNDER ANY APPLICABLE LAW WHICH
      MAY ARISE FROM THE GRANT OF ANY OPTIONS, SHARES OF STOCK, OR RESTRICTED
      STOCK, OR IN THE CASE OF AN OPTION, FROM ITS EXERCISE, FROM THE SALE OR
      DISPOSITION OF THE SHARES OF STOCK OR RESTRICTED STOCK, OR FROM ANY OTHER
      ACT OF THE PARTICIPANT IN CONNECTION WITH THE FOREGOING SHALL BE BORNE
      SOLELY BY THE PARTICIPANT, AND THE PARTICIPANT SHALL INDEMNIFY THE
      COMPANY, AND THE TRUSTEE, AND SHALL HOLD THEM HARMLESS AGAINST AND FROM
      ANY LIABILITY FOR ANY SUCH TAX OR PENALTY, INTEREST, OR INDEXATION THEREON
      OR THEREUPON.

<PAGE>

                                     - 8 -

      The Participant shall pay to the Company or make provision satisfactory to
      the Board for payment of, any taxes required by law to be withheld in
      respect of any Award no later than the date of the event creating the tax
      liability. Such payment or provision shall be a condition to the exercise
      of an Option, the release of shares of stock by the Trustee, or the
      expiration of the Restricted Period, unless the Board waives such
      condition. The Company and any of its affiliates may, to the extent
      permitted by law, deduct any such tax obligations from any payment of any
      kind otherwise due to the Participant.

11.   Amendment or Termination. The Board may amend or terminate the Plan at any
      time, subject to such approval of the shareholders as the Board shall deem
      necessary or advisable.

12.   Approval. The Plan shall take effect upon the later of the approval
      thereof by the Board of Directors of the Company or the approval thereof
      by the Israeli Tax Authorities.

13.   Neither the adoption of this Plan by the Board nor any provision of this
      Plan will be construed as creating any limitations on the power of the
      Board to adopt such additional compensation arrangements as it may deem
      desirable, including, without limitation, the granting of stock options
      and other equity awards otherwise than under the Plan, and such
      arrangements may be either generally applicable or applicable only in
      specific cases.

14.   Governing Law. The provisions of the Plan shall be governed by and
      interpreted in accordance with the laws of the State of Israel.

                                *****************

Adopted by the Board of Directors on September 1, 2005.

<PAGE>

                                     - 9 -

                        EXHIBIT A - FORM OF STOCK OPTION

2005 SO- ____________                                           _________ Shares

                         OMRIX BIOPHARMACEUTICALS, INC.
                2005 Equity Incentive Plan for Israeli Employees
                            Stock Option Certificate

Omrix Biopharmaceuticals, Inc., a Delaware corporation (the "Company"), hereby
grants to the person named below an option to purchase shares of Common Stock,
$.01 par value, of the Company (the "Option") under and subject to the Company's
2005 Equity Incentive Plan for Israeli Employees (the "Plan") exercisable on the
following terms and conditions and those set forth hereafter:

Name of Optionee:                  ___________________________

Address:                           ___________________________

Identification No.:                ___________________________

Number of Shares:                  ___________________________

Option Price:                      ___________________________

Date of Grant:                     ___________________________

Exercisability Schedule:           ___________________________

Expiration Date:                   ___________________________

Option (check one):                Capital gain route
         ___                       Work income route

This Option is intended to constitute 102 stock options, which shall be subject
to the provisions of Section 102 of the Israeli Income Tax Ordinance [New
Version], 1961, as amended from time to time (the "Ordinance") and any
regulations and rules promulgated thereunder or in connection thereto and of the
Plan.

By acceptance of this Option, the Optionee agrees to the terms and conditions
set forth in this Agreement and in the Plan.

OPTIONEE                            Omrix Biopharmaceuticals, Inc.

______________________              By: __________________________
[Name]                                      [Name]
                                            Title:

<PAGE>

                                     - 10 -

                        STOCK OPTION TERMS AND CONDITIONS

1.    Plan Incorporated by Reference. This Option is issued pursuant to the
      terms of the Plan and may be amended as provided in the Plan. Capitalized
      terms used and not otherwise defined in this certificate have the meanings
      given to them in the Plan. This certificate does not set forth all of the
      terms and conditions of the Plan, which are incorporated herein by
      reference. The Board of Directors or a Committee thereof (the
      "Administrator") administers the Plan and its determinations regarding the
      interpretation and operation of the Plan are final and binding. Copies of
      the Plan may be obtained upon request without charge from the Company.

2.    Section 102. Grants of Options are made pursuant to: (i) any tax ruling
      related thereto; (ii) Section 102 and any regulations, rules, orders, or
      procedures promulgated thereunder or in connection thereto; (iii) the tax
      route ("capital gains route" or "work income route") determined by the
      Company in its discretion; and (iv) the Trust Agreement (as defined
      below), in addition to being made pursuant to the provisions of the Plan
      and this Agreement. Under Section 102, the Options and/or any Shares
      issued upon exercise of such Options and/or other Shares received
      subsequently with respect to such Options or Shares, shall be issued to
      the Trustee and held in trust for the benefit of Optionee for a period set
      forth in Section 102 from the Date of Grant. After the foregoing holding
      period, the Trustee may release the Option or Shares to the Optionee only
      after (i) the receipt by the Trustee of an acknowledgment from the Income
      Tax Authority that Optionee has paid any applicable tax due pursuant to
      the Ordinance, or (ii) the Trustee withholds any applicable tax due
      pursuant to the Ordinance.

      During the Restricted Period and as long as the applicable tax has not
      been paid, neither the Option nor the Shares, as the case may be, may be
      sold, transferred, assigned, pledged, or mortgaged (other than through a
      transfer by will or by operation of law), nor may they be the subject of
      an attachment, power of attorney, or transfer deed (other than a power of
      attorney for the purpose of participation in general meetings of
      stockholders). In the event that Optionee elects to exercise his/her
      Option during the Restricted Period, the Company shall provide the Trustee
      with the appropriate share certificate in the name of the Trustee, for the
      benefit of Optionee, in order that the Trustee will hold it until no
      sooner than the end of the Restricted Period. Upon the end of the
      Restricted Period, Optionee shall be entitled to receive from the Trustee
      the shares acquired in the exercise of the Option and/or shall be entitled
      to sell the Shares thereby obtained, subject to the other terms and
      conditions of this Agreement and the Plan, including but not limited to
      the provisions relating to the payment of taxes. In the event that at the
      end of the Restricted Period, Opionee chooses to have the Shares, which
      were issued upon the exercise of the Option, released by the Trustee and
      delivered to Optionee, Optionee shall immediately become liable to pay all
      applicable taxes at the rate prescribed by law.

<PAGE>

                                     - 11 -

      The grant of this Option is contingent upon the Optionee signing all
      documents requested by the Company or the Trustee in accordance with and
      under Section 102 of the Ordinance and the trust agreement with the
      Trustee with respect to the options granted under Section 102 and the Plan
      (the "Trust Agreement"), a copy of which is available for review at the
      Company's offices, upon the Optionee's request.

3.    Option Price. The price to be paid for each share of Stock issued upon
      exercise of the whole or any part of this Option is the Option Price set
      forth on the face of this certificate.

4.    Exercisability Schedule. This Option may be exercised at any time and from
      time to time for the number of shares and in accordance with the
      exercisability schedule set forth on the face of this certificate, but
      only for the purchase of whole shares. This Option may not be exercised as
      to any shares after the Expiration Date.

5.    Method of Exercise. To exercise this Option, the Optionee shall deliver
      (a) written notice of exercise in the form attached as Exhibit A hereto,
      to the Company specifying the number of shares with respect to which the
      Option is being exercised, (b) payment of the Option Price for such shares
      in cash, by certified check or money order to the order of the Company or
      in such other form, including shares of Stock of the Company valued at
      their Fair Market Value on the date of delivery, as the Administrator may
      approve in its discretion, and (c) a signed Instrument of Accession to the
      Stockholders' Agreement among the Company and certain stockholders (the
      "Stockholders' Agreement") in the form attached as Exhibit B hereto, as
      such Stockholders' Agreement may be amended from time to time. In
      connection with any purchase of shares pursuant to an exercise of this
      Option, the Company may also require the Optionee to execute a Stock
      Purchase Agreement in a form reasonable acceptable to the Company.
      Promptly following such receipt of notice and other required
      documentation, the Company will deliver to the Optionee a certificate
      representing the number of shares with respect to which the Option is
      being exercised.

      During the Restricted Period, the shares issued upon the exercise of the
      Option shall be issued directly to the Trustee on behalf of Optionee, and
      shall be held by the Trustee in trust on behalf of Optionee. In the event
      of exercised after the Restricted Period, the shares issued upon the
      exercise of the Option shall be issued either in the name of the Trustee
      or the Optionee, at the election of Optionee; provided, however, that in
      the event the Optionee elects to receive the Shares directly to his/her
      possession, the issuance thereof shall be subject to the payment of the
      tax liability by the Optionee.

6.    Rights as a Shareholder or Employee. The Optionee shall not earn the right
      to exercise or obtain the value of any portion of this Option except as
      provided in the exercisability schedule and until such time as all the
      conditions set forth herein and in the Plan that are required to be met in
      order to exercise this Option have been fully satisfied. No portion of
      this Option shall be deemed compensation for past services before it has
      become exercisable in accordance with the exercisability schedule. The
      Optionee shall not have any rights in

<PAGE>

                                     - 12 -

      respect of shares as to which the Option shall not have been exercised and
      payment made as provided above. The Optionee shall not have any rights to
      continued employment by the Company or its affiliates by virtue of the
      grant of this Option.

7.    Recapitalization, Mergers, Etc. As provided in and subject to the Plan, in
      the event of a merger, recapitalization, or other corporate transaction
      involving the Company, the Administrator may in its discretion take
      certain actions affecting the Option and the Optionee's rights hereunder,
      including without limitation adjusting the number and kind of securities
      subject to the Option and the exercise price hereunder, providing for
      another entity to assume the Option, making provision for a cash payment,
      and terminating the Option.

8.    Option Not Transferable. This Option is not transferable by the Optionee
      otherwise than by will or the laws of descent and distribution, and is
      exercisable, during the Optionee's lifetime, only by the Optionee.

9.    Exercise of Option After Termination of Employment. If the Optionee's
      employment with (a) the Company, (b) an Affiliate (including the Israeli
      Subsidiary), or (c) a corporation (or parent or subsidiary corporation of
      such corporation) issuing or assuming a stock option in a transaction to
      which section 424(a) of the Code applies, is terminated for any reason
      other than by disability or death, the Optionee may exercise only the
      rights that were available to the Optionee at the time of such termination
      and only within three months from the date of termination. If the
      Optionee's employment is terminated as a result of disability, such rights
      may be exercised only within twelve months from the date of termination.
      Upon the death of the Optionee, his or her designated beneficiary or legal
      representative shall have the right, at any time within twelve months
      after the date of death, to exercise in whole or in part any rights that
      were available to the Optionee at the time of death. Notwithstanding the
      foregoing, no rights under this Option may be exercised after the
      Expiration Date.

10.   Compliance with Securities Laws. It shall be a condition to the Optionee's
      right to purchase shares of Stock hereunder that the Company may, in its
      discretion, require (a) that the shares of Stock reserved for issue upon
      the exercise of this Option shall have been duly listed, upon official
      notice of issuance, upon any national securities exchange or automated
      quotation system on which the Company's Stock may then be listed or
      quoted, (b) that either (i) a registration statement under the Securities
      Act of 1933 with respect to the shares shall be in effect, or (ii) in the
      opinion of counsel for the Company, the proposed purchase shall be exempt
      from registration under that Act and the Optionee shall have made such
      undertakings and agreements with the Company as the Company may reasonably
      require, and (c) that such other steps, if any, as counsel for the Company
      shall consider necessary to comply with any law applicable to the issue of
      such shares by the Company shall have been taken by the Company or the
      Optionee, or both. The certificates representing the shares purchased
      under this Option may contain such legends as counsel for the Company
      shall consider necessary to comply with any applicable law.

<PAGE>

                                     - 13 -

11.   Optionee's Tax Treatment. This Option is intended to be treated as a stock
      option under section 102 of the Ordinance. However, incentive stock option
      treatment requires compliance with a variety of factors, and the Company
      can give no assurance that the Option will, in fact, be treated as an
      incentive stock option.

      In the event that the Company or the Trustee determines that it is
      required to withhold any tax as a result of the exercise of an Option, the
      Optionee, as a condition to the Company acceptance of an Option exercise,
      shall make arrangements satisfactory to the Company and the Trustee to
      enable them to satisfy all withholding requirements. The Optionee shall
      also make arrangements satisfactory to the Company and the Trustee to
      enable them to satisfy any withholding requirements that may arise in
      connection with the vesting or disposition of shares purchased by
      exercising this Option.

      THE OPTIONEE SHALL INDEMNIFY THE COMPANY AND THE TRUSTEE, AND SHALL HOLD
      THEM HARMLESS AGAINST AND FROM ANY LIABILITY FOR ANY TAX OR PENALTY,
      INTEREST, OR INDEXATION IN CONNECTION WITH THIS OPTION OR THE GRANT OR
      EXERCISE THEREOF.

12.   Notice of Sale of Shares Required. The Optionee agrees to notify the
      Company in writing within 30 days of the disposition of any shares
      purchased upon exercise of this Option if such disposition occurs within
      two years of the date of the grant of this Option or within one year after
      such purchase.

<PAGE>

                                     - 14 -

                                    EXHIBIT A

                                                              Exercise #________

                         OMRIX BIOPHARMACEUTICALS, INC.
                2005 EQUITY INCENTIVE PLAN FOR ISRAELI EMPLOYEES
                                FORM OF EXERCISE

The undersigned employee of OMRIX BIOPHARMACEUTICALS, INC. (the "Company") or
any Affiliate (as defined in the Plan), pursuant to its 2005 Equity Incentive
Plan for Israeli Employees (the "Plan") and pursuant to option certificate
number ______________ dated ________________, hereby agrees to purchase from the
Company _____________ shares of Common Stock, $.01 par value, at an exercise
price of $___________ per share for a total purchase price of $_____________.

Name of Optionholder:   _______________________

Address:                _______________________

Identification No.      _______________________

The above Optionholder has delivered the following consideration to the Company
in exchange for the shares of Common Stock listed above:

      (1) $ in cash or by check.

      (2) The above Optionholder has executed and delivered to the Company two
Instruments of Accession to the Stockholders' Agreement with respect to the
shares of Common Stock listed above.

      IN WITNESS WHEREOF, the undersigned Optionholder has executed this Form of
Exercise this ________ day of ___________________, 20____.

_____________________________                        ___________________________
Signature of Optionholder                            Date of Exercise

<PAGE>

                                     - 15 -

                                    EXHIBIT B

                         OMRIX BIOPHARMACEUTICALS, INC.
                       STOCKHOLDER INSTRUMENT OF ACCESSION

The undersigned, ______________________, as a condition precedent to becoming
the owner or holder of record of __________________ (_________) shares of Common
Stock, par value $0.01 per share, of Omrix Biopharmaceuticals, Inc., a Delaware
corporation (the "Company"), hereby agrees to become a Stockholder under that
certain Stockholders' Agreement dated as of December ___, 2004 by and among the
Company and the Common Stockholders named therein, as the same as may be amended
from time to time, including by accession of additional parties. This Instrument
of Accession shall take effect and shall become an integral part of, and the
undersigned shall become a party to and bound by, said Stockholders' Agreement
immediately upon execution and delivery to the Company of this Instrument.

IN WITNESS WHEREOF, this INSTRUMENT OF ACCESSION has been duly executed by or on
behalf of the undersigned as of the date below written.

[NAME]

By: ________________________
Name: ________________________
Title: ________________________
Record Address: ________________________
Telephone No.: ________________________
Facsimile No.: ________________________
E-mail Address: ________________________

ACCEPTED:

OMRIX BIOPHARMACEUTICALS, INC.

By: ________________________
Name: ________________________
Title: ________________________
Date: ________________________