EMPLOYMENT AGREEMENT

It is therefore declared, stipulated and agreed between the parties as follows:

1.

Preamble, Appendices and interpretation

1.1

The preamble and the Appendices hereto constitute an integral part thereof and are to be read as one with the remaining clauses thereof.

1.2

The headings to the clauses are for ease of reference only and are not to be applied in the interpretation of this Agreement.

2.

Declarations of the parties

The parties declare and acknowledge as follows:

2.1

This Agreement is personal and special, and regulates the relationship between the Company and the Employee and no general or special collective agreement will therefore apply to the Employee.

2.2

This Agreement encompasses all the payments and/or benefits and/or other conditions of any kind whatsoever to which the Employee is entitled from the Company in connection with her employment.

2.3

No custom between the Company and other employees (if any) or practice will apply to the relationship between the Employee and the Company unless

expressly adopted by this Agreement and to the extent so adopted. If the Company grants the Employee in a certain case or cases, any benefit or payment that has not been specified in this Agreement – the grant thereof will not create a custom between the parties or obligate the Company in any other or additional cases.

3.

Description of the position

3.1

It is hereby agreed that the Employee will work at and be employed by the Company in the position of Senior Director of Product Development in the field of biotechnology, on a full-time basis; the Position will include:

3.1.1

The identification, absorption and development of new protein to be used as products in and by the Company;

3.1.2

Pre-clinical and clinical development of enzymes to treat Gaucher disease;

3.1.3

Working with the FDA and clinical researchers;

3.1.4

Responsibility for managing the Company’s patents portfolio with the patent editor; and

3.1.5

The carrying out of any other task or assignment required in connection with the performance of the Position by the Employee, in accordance with the CEO’s decision.

3.2

The Employee will, in her work in the Company, be subordinate to the CEO of the Company; participate at the discretion of the CEO, in discussions pertaining to tracking the methods of operating in the Company, to the extent they pertain to her Position and acting in accordance with the Company policy and procedures, as prevailing from time to time.

4.

Undertakings of the Employee

4.1

The Employee undertakes to devote all her working time for the purpose of performing the Position, to the extent of the work stated in clause 3.1 above, and will apply all her energies, skills, knowledge and experience to her employment in the Company, carry out her work in the Company professionally, devotedly and diligently, faithfully act vis-à-vis the Company and use her best endeavours to promote the business and affairs of the Company.

4.2

The Employee undertakes not, for the duration of her employment with the Company, to engage, directly or indirectly, in any other or additional work or employment, either during or after working hours, for consideration or otherwise, unless she receives the prior written consent and approval of the CEO at his discretion.

4.3

The Employee will not accept in connection with her employment at the Company any consideration or benefit whatsoever from any party, including from customers or suppliers of the Company, either directly or indirectly.

4.4

The Employee undertakes to notify the Company immediately of any matter or thing in which she has a personal interest or that could constitute a conflict of interest with her work at the Company.

5.

Salary and bonuses

5.1

The Employee’s salary during the period of her employment with the Company will be NIS. 28,000 (twenty-eight thousand shekels) (gross) per month that will be paid to her by the 10 ^th of each month in respect of the preceding month (hereinafter: " the Salary "). The Salary consists of any increment that it is obligatory or usually paid to employees at the Employee’s grade and status. It is clarified that any benefit, contribution or bonus to which the Employee will be entitled pursuant to the terms of this Agreement will be computed on the basis of the Salary only, without any benefit, contribution or bonus being taken into account or included in, the Salary.

5.2

In addition, if (and only if) any of the circumstances set out in clauses 5.2.1 and 5.2.3 hereof apply, will the Employee receive bonuses as prescribed in those clauses, as follows:

5.2.1

A bonus in the sum of US$15,000 for each new protein that will, after passing initial and successful due diligence investigation, be integrated by means of the Employee in the Company’s development program (if at all);

5.2.2

A bonus in the sum of US$10,000 upon commencement of Phase III of the development of the enzyme to treat Gaucher disease (if at all);

5.2.3

A bonus in the sum of US$30,000 for approval as a medication by the FDA of the protein developed by the Company to treat Gaucher disease (if at all).

6.

Discussion of Grade and Salary

6.1

Six months after the date of the commencement of the Employee’s employment a discussion will be held with the Employee pertaining to her appointment as Vice-President of the Company, including the terms of her employment derivative therefrom (VP).

6.2

As from the second year of the Employee’s employment, at the end of each year during the term of this Agreement, a discussion will be held on the amount of the Employee’s salary, and the possibility of the Employee’s advancement in salary by the Company will be considered, that promotion, inter alia , to be weighed in light of the Company’s condition, compliance with the Company’s goals, employee’s skills, performance and devotion to the work.

6.3

It is hereby clarified that notwithstanding the stated in this clause 6, the definition of the Employee as Vice-President and/or change in the terms of her employment as stated in clause 6.1 and/or the advancement of the Employee in her salary as stated in clause 6.2 will be at the sole discretion of the Company, and the Company assumes no obligation whatsoever to promote the Employee in the Position and/or in Salary as stated in these clauses.

7.

Manager’s and work disability insurance

7.1

The Company will contribute in respect of a manager’s insurance policy for the benefit of the Employee amounts to the extent of 8.3% of the monthly salary in respect of severance compensation and 5% of the monthly salary in respect of provident savings payments. The Employee hereby agrees that the Company will deduct from her monthly salary and remit to the above policy contributions in the

sum of 5% of the monthly salary on account of the Employee, in respect of provident pay. It is further agreed that the Company will make contributions at its expense to the Employee’s work disability insurance policy, in the sum of 2.5% of the Salary.

7.2

The manager’s insurance policy will be owned by the Company from the date of the Employee commencing her employment. In the event of a severance of the employer-employee relationship between the Company and the Employee, the Employee will be entitled to assign such insurance policy, including the severance pay fund therein, into her name, provided such termination has not occurred in the circumstances set out in clause 15.2 hereof, in which case and subject to any law, the Company will be exempt from releasing to the Employee the monies that have been contributed at the expense of the Company to such insurance policy, and it will not be bound to instruct the insurance company or the severance compensation fund, as appropriate, to pay the Employee such monies.

8.

Study fund

The Employer will contribute to a Study fund in favour of the Employee 7.5% of the amount of the monthly Salary at the expense of the Company and 2.5% of the amount of the monthly salary at the expense of the Employee. The Employee hereby agrees to the making of the contributions from her salary by the Company as stated for purposes of the Study fund.

9.

Granting of options

Subject to the conditions contained in this clause 9, the Company will grant the Employee options to acquire ordinary shares of the Company at the rate of 0.5% (half a percent) of the issued share capital of the Company as of the date of this Agreement, pursuant to the Company’s option plan as applicable from time to time. Notwithstanding that stated, the allotment will be subject to the approval of the Board of Directors of the Company, and the signature of an option agreement between the Employee and the Company, to the Company’s satisfaction. If such options are granted, the exercise price thereof will be as determined by the Board of Directors, and they will vest gradually over a four (4) year vesting period, pursuant to the conditions that will be set in the option agreement or such option plan, and will be subject to all the remaining conditions of the option plan, option agreement and the law.

10.

Working hours

10.1

The Employee hereby declares and acknowledges that she is employed by the Company in an executive position, that her work and position in the Company require a special method of personal trust and that the terms of her employment do not allow the Company to supervise her work and rest hours, and, therefore, the Work and Rest Hours Law, 5711-1951 does not apply to her.

10.2

The Employee hereby declares and acknowledges that she is aware and agrees that her employment with the Company will require her to work also at hours outside the usual working hours and may include trips inside and out of Israel, and she undertakes to work overtime and take such trips in accordance with the Company’s requirements and pursuant to the needs of the work. It is agreed and stated that the Employee’s salary has been set taking into account that stated

above, and she will not be entitled to any additional payment beyond that expressly provided in this Agreement for working overtime and for such trips.

11.

Fringe Benefits

11.1

Vacation leave

The Employee will be entitled to 22 vacation days per year, and proportionately for part of the year. In reckoning the vacation days, Saturdays and Festivals will not be taken into account. The date of the vacation will be arranged between the Employee and the Company’s CEO. The Company will pay the Employee on the annual vacation days her Salary in full and all the benefits and ancillary fringe benefits