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PERSONAL SERVICE
AGREEMENT
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Made and signed on the 19 day of
November 2008
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from POB 117,
Hotzot Alonim 30049
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(hereinafter
referred to as “the Company” )
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Avi
Lifshitz, CPA ID 055099899
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from Beit Zaid
,Kiryat Tivon
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(hereinafter
referred to as “the Consultant” )
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the Company
wishes to hire the Consultant as its CFO (hereinafter referred to
as “the Services” or " the Consultancy
"), in accordance with the terms and conditions hereof;
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the Consultant
wishes to provide services to the Company, and presented
himself as having the know-how, ability, experience and
qualifications suitable for providing the Services;
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the parties
wish to define and regulate their legal relationship, as provided
above and below in this agreement;
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ACCORDINGLY, IT IS AGREED BETWEEN THE PARTIES AS
FOLLOWS :
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The recitals
and appendices to this agreement constitute an integral part
thereof.
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The Consultant
shall devote his energy and expertise to promote the
Company’s interests in the scope of his Services, and shall
represent it loyally, reliably, with maximum effort and honestly,
putting his ability and qualifications to maximum use and in
accordance with his position and the instructions given to him and
the assignments with which he is charged from time to time, by the
Company’s CEO, and subject to the framework and scope of the
Services agreed upon between the parties. The Services will include
inter alia:
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Managing and
supervising the book keeping of the Company.
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Preparation of
financial reports.
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Preparation of
cash flow reports.
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Managing and
supervising the financial activity of the Company.
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Managing and
supervising the investments and free cash of the
Company.
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Managing and
supervising the payment to suppliers.
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Working with
the varions authorities (Tax, VAT, Social Security, Chief
Scientist, ect), and reporting to these athorities.
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The Consultant
undertakes to provide his Services conscientiously and loyally to
use all his qualifications, knowledge and experience for the
Company’s benefit, to a high and efficient standard and as
determined by the Company’s CEO. The Consultant shall be
subordinated to the Company’s CEO.
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1.4
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The Consultant
shall notify the Company, immediately and without delay, of any
matter or subject in which he and/or any of his family members
and/or relatives and/or close associates and/or any entity and/or
person related to him has a personal interest and/or that might
create a conflict of interests with his Services to the
Company and/or with the Company’s activity.
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1.5
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The Consultant
shall not accept a benefit from any third party in consequence of
and/or in connection with his work for the Company, unless the
Company’s board of directors has agreed thereto in
writing.
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The scope
and period of the Consultancy
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The
Consultant’s will start providing the Services on October
2008.
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Each party may
bring the contractual relationship pursuant hereto to an end on
written notice of 60 days until the Company raises capital from
external investors and from such time on, written notice of 90 days
(hereinafter referred to as “the notice” ).
Subject to the provisions of clause 2.3 below, the Consultant shall
be entitled, during the notice period, to all the terms pursuant to
the Agreement.
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Once notice has
been given as aforesaid by one of the parties, this agreement shall
terminate at the end of the period of time specified in sub-clause
2.2 above, the Services shall be severed on the date specified in
the notice and the following provisions shall apply:
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the Consultant
shall provide Services during the notice period and shall continue
to perform all his obligations to the Company, unless the Company
instructs him otherwise;
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the Consultant
shall hand over the Consultancy position in an orderly manner to
whomever the Company directs;
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the Consultant
shall give the Company all the documents, equipment, information
and any other material coming into his possession or prepared by
him in connection with his Services until
the termination of this Agreement.
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The Consultant
shall provide his Services to the Company when ever needed to
fulfill his tasks.
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2.5 In
case, the shares of the Company shall be transferred to a US
company (hereinafter referred to as " US Company "), which
will hold Pimi's shares, the Consultant will provide the Services
under this Agreement, to the US Company. For the avoidance of
doubt, all the terms of this Agreement will apply fully on the
Consultant to the US Company after such transfer of shares shall
occur.
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With respect to
his Services in accordance with clause 2 above, the Company shall
pay the Consultant and/or Ad wise Ltd., a company which is under
the control of the Consultant, (hereinafter referred to as
“Ad wise” ) together a total sum of
NIS 10,000 a month plus VAT (hereinafter referred to as
“the Consideration” ).
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The
Consideration shall be divided as follows: a total cost to the
Company of 2,500 NIS will be paid as salary to the Consultant
(hereinafter referred to as " Salary "). The balance that
will remain after reducing the Salary, will be paid to Ad wise
against a VAT invoice that shall be issued by Ad wise. For the
avoidance of doubt, the Consideration will include all taxes,
national insurance, pension fund, or any other social insurance
and/or benefits, i.e. the Consideration will not exceed the total
amount of 10,000 NIS plus VAT whatsoever.
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The
Consideration shall be paid to the Consultant and/or Ad wise, by no
later than the 10th day of each month, for the previous month. Ad
wise will furnish a commercial invoice for its part out of the
Consideration until the 7 th of
each month.
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Notwithstanding
the provisions of clause 3.1 above, until the date on which the
Company raises capital from an external investors for a sum
exceeding 1,000,000$, the Company shall pay the Consultant and/or
Ad wise, from the Consideration, a sum of NIS 5,000 together with
VAT, and the balance of the Consideration shall
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