EXHIBIT 10.2 ADDENDUM TO AN AGREEMENT

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                                                                    EXHIBIT 10.2

                            ADDENDUM TO AN AGREEMENT
                        Executed and signed on 16.12.2004
Between:

(1)   MAGEN DAVID ADOM IN ISRAEL, (Hereinafter "MDA"), and

(2)   OMRIX BIOPHARMACEUTICALS LTD., (Hereinafter "OMRIX")

This agreement is an addendum to the Agreement between the parties entered into
on April 1997, as amended from time to time "THE AGREEMENT". This addendum to
the Agreement will be called hereinafter "THE ADDENDUM".

Following negotiations between the parties it has been agreed between the
parties as follows;

1.    The parties acknowledge that the total debt of Omrix to MDA as of 31.12.03
      amounts to *** million USD.

2.    MDA accepts the requests and the arguments of Omrix for the set-off of the
      amount of *** million USD from the outstanding debt of Omrix indicated
      in Section 1 above, as detailed herein below:

      2.1.  *** million USD - participation of MDA in "Compulsory Investments"
            (as defined in the Agreement) made by Omrix until the day of
            31.12.03.

      2.2.  *** million USD for inadequate plasma sold by MDA to Omrix.

      2.3.  *** million USD - an amount to which MDA is entitled, according to
            the terms of the Agreement as a "FDA bonus" - the right to which MDA
            hereby waves.

3.    (a)   Omrix has provided MDA with a list of equipment purchased by
            Omrix for purposes of manufacturing, in the value of 1.5 million
            USD, which MDA does not accept to be part of Compulsory Investments.
            The part of this equipment which is subject to the terms of
            subsection (b) herein below in respect of the "Glue Equipment" as
            herein below defined, will be transferred to the ownership of MDA
            subject to the terms detailed in section (b) below (hereinafter:
            "THE EQUIPMENT LIST"). MDA is ready, subject to the provisions of
            the Addendum, to accept that an amount of 1.150 million USD out of
            the value of the items on the "Equipment List" are items that are
            part of "the Compulsory Investment" as defined in the Agreement.

      (b)   In addition, it is agreed that out of the Equipment List, MDA will
            have an option to buy equipment in return for *** USD. Such
            equipment which has been designated solely for the manufacturing of
            the biological


      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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            glue (Hereinafter: "the Glue Equipment") and which was identified by
            the parties in the attachment to the Addendum. The amount of ***
            USD, will be deducted from the debt of Omrix at the end of the rent
            period (31.12.2007). For the avoidance of doubt, if Omrix stays in
            the plant, after 1.1.2008, Omrix shall have the option to sell the
            Glue Equipment to MDA at said price, provided that the license for
            the manufacturing of biological glue which was promised to MDA in
            the Agreement, will be granted by Omrix to MDA, and Provided further
            that until that date an agreement between MDA and Omrix with respect
            to cooperation in additional subjects shall have been reached.

4.    In view of the above, it is agreed that the total amount due to MDA from
      Omrix as of 31.12.03 shall be *** million USD payable as follows:

      4.1.  *** million USD in the year of 2004.

      4.2.  *** million USD in the year of 2005.

      4.3.  The balance in the amount of *** USD shall be paid in four
            equal, annual installments of *** USD each starting in the year
            2007, provided, however, that if Omrix leaves the plant before the
            above amount is fully paid, then the balance of the above amount due
            then shall be payable immediately

5.    THE RENT

      Notwithstanding the provisions of the Agreement and of the Addendum dated
      March 26th, 2003, the rent that Omrix shall be liable to pay as from