SERVICES AGREEMENT

This SERVICES AGREEMENT (the " Agreement "), is entered into as of July 22, 2009 (the " Effective Date ") by and between Adama Technologies Corporation , a corporation incorporated under the laws of the State of Delaware (“ Recipient ”), and Adama Technologies (Israel) Ltd. , a company incorporated under the laws of the State of Israel (“ Provider ”).

WHEREAS , Recipient desires, from time to time, to engage Provider to provide services for the benefit of Recipient; and

NOW THEREFORE , the parties agree as follows:

1.1.   Scope of Services . At the request of Recipient, Provider will provide Recipient with business management services, including, without limitation, on-going supervision, management and business development of the Recipient's business activities as well as any other services that will be requested by the Recipient (the “ Services ”). In rendering the Services, Provider Personnel (defined below) shall act, among other duties, as CEO of Recipient and as such shall have full power and authority to negotiate, conclude, sign, execute or in any other way accept contracts or business engagements in the name of or on behalf of Recipient and exercise discretion with respect to the conduct of the business of Recipient.

1.2.  The Services will be provided by employees or contractors of Provider, which are to be pre-approved by Recipient ( "Provider Personnel "). As of execution of this Agreement, the Services will be provided by Peled Barkai and Omri Krigel, who shall personally perform all Services. Recipient will be entitled to replace the individuals providing the Services, with or without cause, upon 7 days prior written notice to Provider.

2.1.  Direct Cost . Recipient will pay Provider for all the direct costs (“ Direct Costs ”) that Provider incurs in rendering the Services, including payments made to Provider Personnel; travel; rent; office costs and similar items directly allocable to Provider’s provision of the Services.

2.2.            Profit Sharing . In addition to payment of the Direct Costs, in consideration for the rendering of the Services, Provider will be entitled to a share of Recipient’s profits at an amount equal to 80% of Recipient’s profit (“ Profit Share ”). The Profit Share will only be payable to Provider at the end of the fiscal year in which profits were generated by Recipient or as otherwise will be agreed by the parties.

2.3.   Reporting and Payment Terms .

(a)  Provider will invoice Recipient on a quarterly basis for the amount of Direct Costs due and payable. Recipient will pay the Direct Costs no later than 90 calendar days after receipt of the quarterly invoice. Late payments shall incur interest at the minimum applicable rate required under applicable laws.

(b)  Provider will furnish Recipient, together with the applicable invoice, with a report showing the components of cost comprising the Direct Costs under the applicable invoice, together with such information related thereto reasonably requested by Recipient.

2.4. At the end of each fiscal year, during the term of this Agreement, Recipient shall issue Provider a report, executed by an officer of Recipient, indicating the aggregate profits generated by recipient in the past year and showing the applicable amount payable to Provider as Profit share thereunder. The Profit Share shall be due and payable within 4 months from the end of the fiscal year with respect to which such payment is being made.

2.5.  Withholding Taxes . Recipient may withhold from payments due under this Agreement such taxes as are required to be withheld under applicable law. If any tax is withheld by Recipient, Recipient shall provide Provider with receipts or other evidence of such withholding and payment to the appropriate tax authorities.

2.6.  VAT Taxes . All invoices from Provider shall include value added and similar taxes, if and to the extent required by applicable law. The costs of such taxes shall be borne by Provider and shall not be remitted by Recipient notwithstanding their required inclusion in any invoice.

3.1.   Ownership of Rights . Any Proprietary Rights (as defined below), whether or not patentable or registrable under copyright or similar laws, that are developed, invented, improved, reduced to practice and/or conceived by Provider, Provider Personnel or any of its employees or service providers through the provision of the Services to the Recipient, are and will be the sole and exclusive property of the Recipient.

3.2.   Assignment of Rights . To the extent applicable, Provider hereby assigns (the “ Rights Assignment ”) to Recipient all rights, title and interest throughout the world in each invention or improvement that results from the Services, and all related improvements, inventions, formulae, ideas, processes, techniques, know-how and data, whether or not patentable, made or conceived or reduced to practice or learned by Provider on or after its organization, including any and all patent and patent rights, copyrights, trade secret rights, and other rights in connection therewith (" Proprietary Rights "). The Rights Assignment includes an assignment of Provider’s rights under any and all inventions assignment and non-disclosure agreements executed with Provider Personnel and its employees, contractors, consultants and agents. Provider undertakes to assist Recipient in every proper way to evidence and perfect the Rights Assignment and to apply for and obtain, and from time to time enforce, maintain, and defend the Proprietary Rights in any and all countries that Recipient may designate. Provider will execute all documents that Recipient may request for such purposes.

4.1.   Definition . “ Confidential Information ” means any information disclosed by one party to the other party pursuant to this Agreement in any form that is marked “Confidential,” “Company Secret,” or disclosed under circumstances that reasonably indicate that the information is confidential. Confidential Information may also include information disclosed orally by one party to the other party pursuant to this Agreement under circumstances that reasonably indicate that the information is confidential. All of the rights to be assigned under the Rights Assignment are considered Confidential Information of Recipient.

4.2.   Non-Use; Non-Disclosure . Each party agrees to (a) keep in confidence and trust all of the other party’s Confidential Information received by it, (b) not to use such Confidential Information other than as expressly permitted under the terms of this Agreement or any other agreement between the parties, (c) take all reasonable steps to prevent unauthorized disclosure or use of the other party’s Confidential Information, and to prevent it from falling into the public domain or the possession of unauthor