OVERSEAS MARKET DEVELOPMENT CONSULTANCY AGREEMENT

BETWEEN:

PIMI MARION HOLDINGS LTD, PC 513497123

POB 117 Hotzot Alonim, Kibbutz Alonim

(hereinafter referred to as “the Customer” )

AND:

THE CENTER FOR POTATO RESEARCH IN A WARM CLIMATE LTD, PC 512553496

POB 515 Ofakim 80300

(hereinafter referred to as “the Consultant” )

WHEREAS

the Customer engages in the manufacture and marketing of stabilised hydrogen peroxide and wishes to obtain professional advice on the development of markets for the application of the substance in the storage of potatoes, or any other use of potatoes abroad;

AND WHEREAS

the Consultant is a professional entity with expertise on the subject of potatoes and wishes to provide professional advice, and to fill special requests for training on the above subject;

THE PARTIES HAVE AGREED ON THE COLLABORATION BETWEEN THEM.

Below are the details of the agreement:

1.

The Consultant shall advice the Customer on matters relating to the use of stabilised hydrogen peroxide in the storage of potatoes, and other uses (such as: application to seed potatoes) in various countries (see [illegible] work plan). During the consultancy, the parties shall attend documented work meetings once a month. Once a quarter, the Consultant shall present the findings, achievements and plans to the Customer’s board of directors, and shall give professional training to the agents and professionals in Israel and elsewhere.

2.

The consultancy period is for three years, as of 1st January 2008, and may be extended.

3.

It is agreed that the parties may terminate the contract at any time on three months’ notice.

4.

Consideration

4.1

Consultancy fee : the Customer shall pay the Consultant professional fees in an amount equal to NIS 10,000 a month plus due VAT, against a tax invoice. The payments shall be made once a month (current + 14 days). This amount shall be paid until a capital induction that shall take place in April 2008. After the capital induction, the monthly consultancy fee shall be NIS 12,000 a month on the aforesaid terms.

The consultancy fee includes traveling and communication expenses in Israel alone.

4.2

Payment for activity overseas : NIS 2,500 per day’s work; after the induction, NIS 3,000 per day’s work.

4.3

Coverage of overseas expenses : the Customer shall cover all the Consultant’s reasonable expenses.

4.4

Flights : to Europe tourist class, and outside Europe business class.

4.5

Hotels : reasonable subsistence expenses, by arran