Exhibit 10.17
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Protalix                    EMPLOYMENT AGREEMENT                        Version:
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                              EMPLOYMENT AGREEMENT

      This  EMPLOYMENT  AGREEMENT  (this  "Agreement")  is made  effective as of
February  28, 2007 (the  "Effective  Date"),  by and between  Protalix  Ltd.,  a
company  organized  under the laws of the State of Israel  (the  "Company")  and
Iftah Katz,  Israel  Identification  No. 058470949 (the "Employee") (each of the
Company and Employee shall be referred to herein, as a "Party" and collectively,
the "Parties").

WHEREAS, the Company is engaged,  inter alia, in the research and development of
         proteins and expression thereof in plant cells cultures; and

WHEREAS, the Company desires to employ the Employee in the position of
         Company's  Vice  President of  Operations,  ("VP  Operations")  and the
         Employee desires to be employed by the Company in such position, on the
         terms and conditions hereinafter set forth;

NOW,  THEREFORE,   based  on  the   representations   contained  herein  and  in
consideration of the mutual promises and covenants set forth herein, the Parties
agree as follows:

1.    Employment.

1.1.  Commencing as of the Effective Date, the Company shall employ the Employee
      in the position of VP Operations, reporting to the Chief Executive Officer
      of the Company  ("CEO").  The Employee will serve as part of the executive
      management team.

1.2.  The  Employee's  duties  and  responsibilities  shall be those  duties and
      responsibilities customarily performed by a VP Operations of a company, as
      may be determined from time to time by the CEO. These will include,  inter
      alia, the following:
      o     Supervision over Manufacturing
      o     Set up and operation of new and current facilities
      o     Supervision over Information Technology and administration
      o     (Supervision    over   QA,   pending   US   regulatory    consultant
            recommendation)

      The Employee  shall be employed on a full-time  basis.  The Employee shall
      devote  his full and  undivided  attention  and full  working  time to the
      business and affairs of the Company and the  fulfillment of his duties and
      responsibilities  under this  Agreement  During the term of this Agreement
      the Employee  shall not be engaged in any other  employment  nor engage in
      any other  business  activity  or render  any  services,  with or  without
      compensation, for any other person or entity.

      The  Employee  shall  notify  the  Company  immediately  of any  event  or
      circumstance which may hinder the performance of his obligations hereunder
      or result in the Employee  having a conflict of interest with his position
      with the Company.


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1.3.  The Employee  acknowledges  that the Company's  facilities  are located in
      Carmiel and that he will be required to attend such  facilities.  Employee
      further  acknowledges  and  agrees  that  the  performance  of his  duties
      hereunder may require significant domestic and international travel at the
      Company's request.

1.4.  It is agreed  between the Parties that the position  that  Employee  holds
      within the Company is a management position, which demands a special level
      of loyalty and  accordingly  the Work Hours and Rest Law (1951)  shall not
      apply to  Employee's  employment  by the Company and this  Agreement.  The
      Employee   further   acknowledges   and   agrees   that  his   duties  and
      responsibilities  may entail irregular work hours and extensive  traveling
      in  Israel  and  abroad,  for  which  he is  adequately  rewarded  by  the
      compensations  provided for in this  Agreement.  The Parties  confirm that
      this is a personal services contract and that the relationship between the
      Parties  shall  not  be  subject  to any  general  or  special  collective
      bargaining  agreement  or any custom or practice of the Company in respect
      of any of its other employees or contractors.

1.5.  Without  derogating from anything in this Agreement,  the Employee further
      acknowledges that he has been provided with a copy of the policies adopted
      by the Parent  Company  titled:  "Code of Business  Conduct  and  Ethics",
      "Insider  Trading  Policy" and  "Pre-clearance  and  Blackout  Policy" and
      undertakes to comply and perform his duties and  obligations  hereunder in
      accordance with the provision of such policies.

2.    Salary and Employee Benefits.

In full consideration of Employee's  employment with the Company,  commencing as
of the Effective Date, the Employee shall be entitled to the following  payments
and benefits,  it being  understood  and agreed that any  Salary-based  benefits
shall  be  calculated  exclusively  on the  basis of the  base  Salary  (without
consideration to any other benefit).  All and any payment and benefit herein are
subject  to  the   approval   by  the   compensation   committee   of   Protalix
BioTherapeutics  Inc., the parent company of the Company (the "Parent Company"):

2.1.  Salary.  The Company  shall pay the  Employee a gross salary of NIS 45,000
      per month (the  "Salary") . The Salary will be adjusted  from time to time
      in accordance  with the Cost of Living Index  ("Tosefet  Yoker") as may be
      required by law. The Salary shall be payable  monthly in arrears and shall
      be paid to the Employee in accordance with Company's policy.

2.2.  Bonuses.

      2.2.1 Bonus upon Achievement of Significant Milestones.

      The  Company  shall  grant the  Employee  a bonus  upon  achievement  of a
      significant  milestone by the Company,  The Company and the Employee  will
      determine  such  milestones  and  subsequent  grant  such  bonus.  Without
      limiting such Company's sole  discretion,  Employee's  contribution to the
      achievement of such a significant milestone shall serve as a key factor in
      Company's determination as aforesaid.


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2.3.  Options.  Employee  shall be  entitled  to an  option  (the  "Option")  to
      purchase  204,351 shares of common stock,  par value US$0.001 per share of
      the Parent  Company  ("Shares")  representing  approximately  0.25% of the
      outstanding  shares of the Parent  Company.  The  Option  shall be granted
      under the Parent  Company's  2006 Israeli  Stock Option Plan (the "Plan"),
      subject to the  approval  of the Option by the Board of  Directors  or the
      compensation committee of the Parent Company (the "Administrator") and the
      approval of the Plan by the Israeli Tax  Authorities.  The Option shall be
      further  subject to the following  additional  terms and  conditions:  (i)
      vesting  over a period of four (4)  years as  follows:  one  fourth of the
      Option shall vest upon the lapse of one year from the date of grant of the
      Option (the  "Initial  Vesting  Date").  The remainder of the Option shall
      vest on a quarterly basis in twelve equal installments,  commencing on the
      Initial Vesting Date;

      (ii) a purchase price per Share to be determined by the Administrator; and

      (iii) the execution of the standard option agreement under the Plan.

2.4.  Manager's  Insurance.  The  Company  shall  insure  the  Employee  under a
      Manager's Insurance Policy, including insurance in the event of illness or
      loss of capacity for work (the "Policy"),  and shall pay a sum of up to an
      aggregate of 15.83% of the Salary  towards the Policy,  of which (i) 8.33%
      shall be on account of severance  compensation,  which shall be payable to
      the Employee upon  severance,  in accordance  with the  provisions of this
      Agreement;  (ii) 5% of the Salary on account of pension fund payments; and
      (iii) up to 2.5% of the Salary on account of disability  pension payments.
      The  Company  shall  deduct 5% from the Salary to be paid on behalf of the
      Employee towards the Policy. The Employee may extend an existing policy or
      plan and incorporate it into the Policy, at his discretion.

      The Company and the Employee agree and  acknowledge  that in the event the
      Company  transfers  ownership  of the Policy or the right to receive  such
      policy to the Employee,  then such transfer shall be credited  against any
      obligation  that the Company may have to pay severance pay to the Employee
      pursuant  to the  Severance  Pay Law - 1963  (the  "Severance  Pay  Law").
      Employee  agrees  that  the  payments  by the  Company  to the  Policy  in
      accordance  with the  terms  hereof,  shall be  instead  of any  statutory
      obligation of the Company to pay severance pay to the Employee, and not in
      addition  thereto,  all in accordance with Section 14 of the Severance Pay
      Law.  The Parties  hereby  adopt the General  Approval of the  Minister of
      Labor and Welfare,  on Employers'  Payments to Pension Funds and Insurance
      Policies Instead of Severance Pay According to Section 14 of the Severance
      Pay Law, attached hereto as Exhibit A.

      The Company hereby waives its right to a refund of payments it made to the
      Policy,  except:  (i) in the event that Employee's  right to severance pay
      was  denied  by a  final  judgment  pursuant  to  Section  16 or 17 of the
      Severance  Pay Law (in which  case  Company  shall only be  entitled  to a
      refund of such funds to the extent that severance pay was denied); or (ii)
      in the event that the Employee withdrew monies from the Policy (other than
      by reason of an "Entitling Event", i.e. death, disability or retirement at
      or after the age of sixty (60)).


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2.5.  Vocational  Studies.   The  Company  shall  open  and  maintain  a  "Keren
      Hishtalmut" Fund for the benefit of the Employee (the "Fund"). The Company
      shall  contribute to such Fund an amount equal to 7-1/2% of the Salary and
      the Employee shall contribute to the Fund an amount equal to 2-1/2% of the
      Salary.  The Employee hereby instructs the Company to transfer to the Fund
      Employee's   contribution  from  the  Salary.  Upon  termination  of  this
      Agreement  by either  Party,  other than  termination  by the  Company for
      Cause, the Company shall assign and transfer to the Employee the ownership
      in the Fund.

2.6.  Vacation.  The  Employee  shall be entitled to annual paid  vacation of 24
      working days.  Subject to applicable law, up to two (2) years'  equivalent
      of vacation days may be  accumulated  and may, at the  Employee's  option,
      upon thirty (30) days' prior written  notice to the Company,  be converted
      into cash  payments in an amount  equal to the  proportionate  part of the
      Salary for such days.

      Employee  shall  coordinate  in  advance  with  the CEO the  dates  of the
      vacation hereunder.

2.7.  Sick  Leave.  The  Employee  shall be  entitled  to fully  paid sick leave
      pursuant to the Sick Pay Law (1976).

2.8.  Annual  Recreation  Allowance  (Dme'i  Havra'a).  The  Employee  shall  be
      entitled to annual  recreation  allowance of 14 days per each full year of
      employment.

2.9.  Company Car.

      (a)   The  Company  shall  provide  the  Employee  with a Company car (the
            "Company Car"),  as determined by the CEO, at his discretion,  which
            car shall be categorized  "Group 4". The Company Car shall be placed
            with the Employee for his business and personal use.  Employee shall
            take good care of the Company Car and ensure that the  provisions of
            the insurance policy and the Company's rules relating to the Company
            Car are strictly, lawfully and carefully observed.

      (b)   Subject to  applicable  law,  the  Company  shall bear all fixed and
            ongoing  expenses  relating  to the  Company  Car and to the use and
            maintenance thereof,  excluding expenses incurred in connection with
            any  violations  of law,  which  shall be paid  solely by  Employee.
            Employee shall bear any and all taxes  applicable in connection with
            said Company Car and the use thereof,  in accordance with applicable
            income  tax  regulations.  All such  expenses  borne by the  Company
            pursuant to this Section 2.9(b) are included in the Salary.

      (c)   Upon the  termination  of employment  hereunder,  the Employee shall
            return  the  Company  Car  (together  with its  keys  and any  other
            equipment  supplied  and/or  installed  therein by  Company  and any
            documents  relating to the Company Car) to the  Company's  principal
            office.  Employee  shall have no rights of lien with  respect to the
            Company Car and/or any of said equipment and documents.

2.10. Telephone.  The Company  shall  furnish,  for the use of the  Employee,  a
      cellular telephone (the "Company Phone"), and shall bear all the costs and
      expenses  associated  with the use of the Company Phone.  The Company will
      bear the tax  applicable  to the use of the Company Phone by the Employee,
      according to applicable law. All such costs, expenses


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      and tax payments borne and payable by the Company pursuant to this Section
      2.10 are included in the Salary.  The  provisions of Section  2.9(c) above
      shall apply to the Company Phone, mutatis mutandis.

2.11. Certain   Reimbursements.   The   Employee   shall  be  entitled  to  full
      reimbursement from the Company for reasonable expenses incurred during the
      performance of his duties  hereunder up to a limit of NIS 1,500 per month,
      upon submission of  substantiating  documents,  according to the Company's
      policy. The reimbursement of any expenses in excess of the foregoing limit
      shall require the prior approval of the CEO.

2.12. Taxes.  The Employee will bear any tax  applicable on the payment or grant
      of any  of  the  above  Salary  and/or  benefits,  according  to the  then
      applicable  law.  The Company  shall be  entitled to and shall  deduct and
      withhold from any amount or benefit  payable to the Employee,  any and all
      taxes,  withholdings  or other  payments as required  under any applicable
      law.

3.    Confidentiality

3.1.  The  Employee  hereby  agrees that he shall not,  directly or  indirectly,
      disclose  or use at any  time any  trade  secrets  or  other  confidential
      information  of any type or  nature,  whether  patentable  or not,  of the
      Company,  its subsidiaries,  affiliates or parent company now or hereafter
      existing, including but not limited to, any (i) processes, formulas, trade
      secrets, copyrights, innovations,  inventions, discoveries,  improvements,
      research or development and test results,  specifications,  data, patents,
      patent  applications  and know-how of any type or nature;  (ii)  marketing
      plans,  business  plans,  strategies,  forecasts,  financial  information,
      budgets,   projections,   product  plans  and  pricing;   (iii)  personnel
      information,  salary,  and  qualifications of employees;  (iv) agreements,
      customer and supplier information,  including identities and product sales
      forecasts;  and (v) any other information of a confidential or proprietary
      nature (collectively,  "Confidential Information"),  of which the Employee
      is or becomes  informed  or aware  during the  employment,  whether or not
      developed  by the  Employee,  it being  agreed  that for  purposes of this
      Section  3.1,  the  term   Confidential   Information  shall  not  include
      information  that has entered into the public  domain  through no wrongful
      act by Employee.  Upon termination of this Agreement, or at any other time
      upon request of the Company,  the Employee shall  promptly  deliver to the
      Company  all  physical  and  electronic  copies and other  embodiments  of
      Confidential  Information and all memoranda,  notes,  notebooks,  records,
      reports, manuals,  drawings,  blueprints and any other documents or things
      belonging to the Company,  and all copies thereof, in all cases, which are
      in the possession or under the control of the Employee.

3.2.  Employee hereby acknowledges and that all Confidential Information and any
      other rights in connection therewith are and shall at all times remain the
      sole property of the Company.

4.    Non-Competition and Non-Solicitation

4.1.  The Employee  agrees and undertakes  that he will not, for so long as this
      Agreement  is in effect and for a period of one (1) year  thereafter  (the
      "Non-Competition  Period"),  directly  compete  or  to  assist  others  to
      directly compete with the business of the Company,


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      as currently  conducted and as conducted  and/or  proposed to be conducted
      during the Non-Competition Period.

4.2.  The Employee further agrees and undertakes that during the Non-Competition
      Period,  he will not directly solicit any business which is similar to the
      Company's  business  from  individuals  or  entities  that are  customers,
      suppliers  or  contractors  of  the  Company,  any  of  its  subsidiaries,
      affiliates or parent company during the  Non-Competition  Period,  without
      the prior written consent of the CEO.

4.3.  The Employee further agrees and undertakes that during the Non-Competition
      Period,  without the prior written consent of the CEO, he will not employ,
      offer to employ,  or in any way directly or indirectly  solicit or seek to
      obtain or achieve the  employment  by any business or entity of any person
      employed  by either the  Company,  its  subsidiaries,  affiliates,  parent
      company or any successors or assigns  thereof  during the  Non-Competition
      Period.

4.4.  The  Parties  hereto  agree  that the  duration  and area  for  which  the
      covenants set forth in this Section 4 are to be effective are necessary to
      protect  the  legitimate  interests  of the  Company  and its  development
      efforts and accordingly are reasonable, in terms of their geographical and
      temporal  scope.  In the  event  that any court  determines  that the time
      period and/or area are  unreasonable  and that such  covenants are to that
      extent  unenforceable,  the Parties hereto agree that such covenants shall
      remain in full force and effect for the greatest period of time and in the
      greatest  geographical area that would not render them  unenforceable.  In
      addition,  the Employee  acknowledges and agrees that a breach of Sections
      3, 4 or 5  hereof,  shall  cause  irreparable  harm  to the  Company,  its
      subsidiaries,  affiliates and/or parent company and that the Company shall
      be entitled to specific  performance  of this  Agreement or an  injunction
      without proof of special  damages,  together with the costs and reasonable
      attorney's fees and disbursements incurred by the Company in enforcing its
      rights  under  Sections  3, 4 or 5.  The  Employee  acknowledges  that the
      compensation  and benefits he receives  hereunder are paid, inter alia, as
      consideration for his undertakings contained in Sections 3, 4 and 5.

5.    Creations and Inventions

5.1.  The Company shall be the sole and exclusive  owner of any  Inventions  (as
      defined below),  and Employee hereby assigns to the Company any and all of
      his rights,  title and  interest in such  intellectual  property  free and
      clear of any third parties  rights.  The Employee shall inform the Company
      of any Invention  relating to the Company's  technology,  its applications
      components  or any  intellectual  property  relating  thereto,  and  shall
      execute  any  necessary  assignments,  patent  forms and the like and will
      assist  in  the  drafting  of  any  description  or  specification  of the
      Invention as may be required for the  Company's  records and in connection
      with any application  for patents or other forms of legal  protection that
      may be sought by the  Company.  The Employee  shall treat all  information
      relating to any Invention as Confidential Information according to Section
      3 above.

5.2.  Without  limiting the  foregoing,  "Inventions"  shall include any and all
      intellectual property,  including without limitation,  ideas,  inventions,
      processes,  formulas,  source and object codes, data, programs,  know how,
      improvements, discoveries, designs,


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      techniques,  trade secrets, patents and patents applications,  copyrights,
      mask work and any other intellectual property rights throughout the world,
      generated,  produced, reduced to practice, or developed by Employee during
      or in connection with his employment by the Company.

5.3.  The Company's  rights under this Section 5 shall be  worldwide,  and shall
      apply  to any  such  Invention  notwithstanding  that it is  perfected  or
      reduced to  specific  form  after the  Employee  has  ceased his  services
      hereunder.

6.    Term and Termination.

6.1.  This Agreement shall be in effect  commencing as of the Effective Date and
      shall  continue in full force and effect for an undefined  period,  unless
      and until  terminated  by either  Party by sixty (60) days  prior  written
      notice to the other  Party.  Each of such prior  notice  periods  shall be
      referred to as the "Notice Period", as applicable.

6.2.  Notwithstanding  anything  to the  contrary  herein,  the  first  month of
      employment  hereunder shall be a trial period and therefore this Agreement
      may be terminated by either party  effective  immediately and without need
      for prior written notice.

6.3.  Notwithstanding anything to the contrary herein, the Company may terminate
      this  Agreement  in the event of the  inability of the Employee to perform
      his duties  hereunder,  whether by reason of injury  (mental or physical),
      illness or otherwise,  incapacitating  the Employee for a period exceeding
      90 days.

6.4.  Notwithstanding anything to the contrary herein, the Company may terminate
      this  Agreement at any time,  effective  immediately  and without need for
      prior  written  notice,  and without  derogating  from any other remedy to
      which the Company may be entitled, for Cause.

      For the purposes of this  Agreement,  the term "Cause"  shall mean:  (i) a
      material breach by Employee of this Agreement; (ii) any breach by Employee
      of his fiduciary duties or duties of care to the Company; (iii) Employee's
      dishonesty or fraud or felonious conduct; (iv) Employee's  embezzlement of
      funds of the Company; (v) any conduct by Employee,  alone or together with
      others,  which  is  materially  injurious  to  the  Company,  monetary  or
      otherwise;  (vi)  Employee's  gross  negligence  or willful  misconduct in
      performance  of  his  duties  and/or  responsibilities   hereunder;  (vii)
      Employee's  disregard or  insubordination  of any lawful resolution and/or
      instruction   of  the  CEO  with  respect  to  Employee's   duties  and/or
      responsibilities towards the Company; (viii) the occurrence of an event or
      circumstance  which  may  result  in the  Employee  having a  conflict  of
      interest  with his position  with the  Company,  without  Employee  having
      notified  the  Company  thereof,  as provided  herein;  (ix) any breach by
      Employee of his  confidentiality  undertakings to the Company;  or (x) any
      consequences  which  would  entitle the  Company to  terminate  Employee's
      employment without severance payments under the Severance Pay Law.

6.5.  The Employee shall  cooperate with the Company and assist the  integration
      into the Company's  organization  of the person or persons who will assume
      the Employee's  responsibilities,  pursuant to Company's instructions.  At
      the option of the Company, the


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      Employee  shall,  during such period,  either  continue with his duties or
      remain absent from the premises of the Company, subject to applicable law.
      At any time during the Notice  Period,  the Company may elect to terminate
      this  Agreement  and  the  relationship  with  the  Employee  immediately,
      provided,  that  Employee  shall be  entitled  to all  payments  and other
      benefits due to him  hereunder  as he would have been  entitled to receive
      for the remaining period of the Notice Period.

6.6.  Upon termination of Employee's employment with the Company hereunder,  for
      any reason  whatsoever,  the Company  shall have no further  obligation or
      liability  towards  the  Employee in  connection  with his  employment  as
      aforesaid.  The Company may set-off any  outstanding  amounts due to it by
      Employee  against any payment due by the Company to the Employee,  subject
      to applicable law.  Without  limiting the generality of the foregoing,  in
      the event that  Employee  fails to comply  with his prior  notice or other
      obligations  hereunder  or under  applicable  law,  the  Company  shall be
      entitled to set-off any amount to which  Employee would have been entitled
      during the  Notice  Period,  from any  payment  due by the  Company to the
      Employee,  all without  prejudice to any other remedy to which the Company
      may be entitled pursuant to this Agreement or applicable law.

6.7.  The provisions of Sections 2.9(c), last sentence of Section 2.10, Sections
      3, 4, 5, 6.6, 6.7 and 8.4 and any  provision of the policies  specified in
      Section 1.5 that by its terms survives the termination of employment shall
      survive the  termination  or expiration  of this  Agreement for any reason
      whatsoever.  The  provisions  of the last  sentence  of Section  2.5 shall
      survive the  termination of this Agreement  subject to the terms set forth
      in such sentence.

7.    Notices.

7.1.  Any and all notices and  communications  in connection with this Agreement
      shall be in writing, addressed to the parties as follows:

       If to the Company: Protalix Ltd.
                          2 Snunit Street, POB 455, Carmiel, 20100, Israel

       If to the Employee: Iftah Katz

                           42 Ha'Sitvanit Street, Zichron-Ya'acov, 30900, Israel

7.2.  All  notices  shall be given by  registered  mail  (postage  prepaid),  by
      facsimile or email or  otherwise  delivered by hand or by messenger to the
      Parties'  respective  addresses  as above or such other  address as may be
      designated by notice.  Any notice sent in  accordance  with this Section 7
      shall be deemed  received upon the earlier of: (i) if sent by facsimile or
      email,  upon  transmission and electronic  confirmation of transmission or
      (if transmitted and received on a non-business  day) on the first business
      day following  transmission  and electronic  confirmation of transmission,
      (ii) if sent by registered mail, upon 3 (three) days of mailing,  (iii) if
      sent by messenger, upon delivery; and (iv) the actual receipt thereof.


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8.    Miscellaneous.

8.1.  Headings; Interpretation. Section and Subsection headings contained herein
      are for reference and  convenience  purposes only and shall not in any way
      be used for the interpretation of this Agreement.

8.2.  Entire Agreement.  This Agreement constitutes the entire agreement between
      the Parties  with  respect to the subject  matters  hereof and cancels and
      supersedes all prior agreements,  understandings and arrangements, oral or
      written, between the Parties with respect to such subject matters.

8.3.  Amendment;  Waiver.  No  provision  of this  Agreement  may be modified or
      amended unless such  modification or amendment is agreed to in writing and
      signed by the Employee and the Company.  The observance of any term hereof
      may be waived (either  prospectively or retroactively and either generally
      or in a particular  instance)  only with the written  consent of the Party
      against which/whom such waiver is sought. No waiver by either Party at any
      time to act with  respect to any breach or default by the other  Party of,
      or compliance  with,  any  condition or provision of this  Agreement to be
      performed  by such  other  Party  shall be deemed a waiver of  similar  or
      dissimilar  provisions  or  conditions  at the  same  or at any  prior  or
      subsequent time.

8.4.  Governing Law; Dispute Resolution. This Agreement shall be governed by and
      construed in accordance with the laws of the State of Israel.  Any dispute
      arising out of or relating to this Agreement shall be exclusively resolved
      by the competent court in Tel-Aviv Jaffa.

8.5.  Severability.  The provisions of this Agreement shall be deemed  severable
      and the invalidity or  unenforceability  of any provision shall not affect
      the validity or enforceability of the other provisions hereof. If any part
      of this Agreement is determined to be invalid,  illegal or  unenforceable,
      such   determination   shall  not  affect  the   validity,   legality   or
      enforceability  of any other  part of this  Agreement;  and the  remaining
      parts shall be enforced as if such invalid, illegal, or unenforceable part
      were not  contained  herein,  provided,  however,  that in such event this
      Agreement  shall be  interpreted  so as to give  effect,  to the  greatest
      extent consistent with and permitted by applicable law, to the meaning and
      intention  of the  excluded  provision  as  determined  by such  court  of
      competent jurisdiction.

8.6.  Assignment.  Neither  this  Agreement  or any of  the  Employee's  rights,
      privileges, or obligations set forth in, arising under, or created by this
      Agreement may be assigned or transferred by the Employee without the prior
      consent in writing of the Company. The Company shall be entitled to assign
      its rights and  obligations  hereunder to any entity  acquiring a material
      part of its assets or to a subsidiary, affiliate or parent company thereof
      (as such terms are defined in the Israeli Securities Law-1968).

[Signature Page to Protalix Ltd. Employment Agreement]


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<PAGE>

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Protalix                    EMPLOYMENT AGREEMENT                        Version:
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Ltd.                                                             Page: 10 of: 11
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IN WITNESS WHEREOF,  the Parties hereto have executed this Employment  Agreement
as of the date first above-mentioned.

/s/ David Aviezer                              /s/ Iftah Katz
----------------------------                   ---------------------------------
     PROTALIX LTD.                                              IFTAH KATZ

Date: January 25, 2007                                   Date:
      ----------------------                                  ------------------

By:  David Aviezer, CEO


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