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Exhibit 4.12 Consulting And Management Services Agreement

Consulting Services Agreement

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Title: EXHIBIT 4.12 Consulting and Management Services Agreement
Date: 6/30/2005

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Consulting and Management Services Agreement

This Management Services Agreement (this “ Agreement ”) is made and entered into as of January 1, 2004 by and between Franz Kalff GmbH (“ Franz Kalff ”) a private German company and Robomatix Technologies Ltd. a public Israeli company (“ Robomatix ”).

Whereas ,

Franz Kalff desires to retain the consulting and management services of Robomatix pursuant to the terms and conditions set forth in this Agreement, and Robomatix agrees to provide such consulting and management services to Franz Kalff on such terms and conditions;

Now, Therefore , in consideration of the covenants and conditions hereinafter set forth, the parties hereby agree as follows:


Scope of Services



During the term of this Agreement Robomatix shall provide Franz Kalff with consulting and management services with respect to Franz Kalff’s business as detailed below:



Expansion into new markets;






Organizational restructuring;



Assistance in obtaining new products for sale related to the Company's business;



Development of business relationships with export countries (excluding Germany);



Such other services as shall be agreed upon between the parties from time to time.


Collectively the “ Management Services ”.



By rendering the Management Services hereunder, Robomatix shall cooperate with Franz Kalff and utilize a professional skill and diligence to provide the expertise required in connection with such services. The Management Services are to be provided by Mr. Zvi Barinboim, Mr. Amit Goldwasser and Mr. Yochi Korman.






In consideration of the performance of the Management Services hereunder Franz Kalff shall pay to Robomatix management fees on an arm’s length basis (the “Management Fees ”). The monthly Management Fees will be at the amount of twelve thousand Euros (€12,000). The Management Fees for the year 2004 shall be paid on March 30, 2005 and the Management Fees for the year 2005 and thereafter shall be paid in quarterly installments of thirty six thousand Euros (€36,000). Each quarterly installment of the Management Fees shall be paid not later than the seventh (7 th ) day of each calendar quarter for Management Services rendered during the preceding calendar quarter. The aforesaid Management Fees, as defined above, are calculated on a cost plus basis.



During the term of this Agreement Franz Kalff

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