PERSONAL CONTRACT OF EMPLOYMENT

PIMI MARION HOLDINGS LTD, PC 513497123

of POB 117, Hotzot Alonim 30049

(hereinafter referred to as “the Company” )

AND:

YUVAL SELAI, ID 54960158

of 2A Hashomrim, Kiriat Tivon 36034

(hereinafter referred to as “the Employee” )

WHEREAS

the Company wishes to engage the Employee as its CEO (hereinafter referred to as “the position” ), in accordance with the terms and conditions hereof;

AND WHEREAS

the Employee wishes to be engaged by the Company in the position, and has presented himself as having the know-how, ability, experience and qualifications suitable for performing the position;

AND WHEREAS

the parties wish to define and regulate their legal relationship, as provided above and below in this agreement;

ACCORDINGLY, IT IS AGREED BETWEEN THE PARTIES AS FOLLOWS :

1.

General

1.1

The recitals and appendices to this agreement constitute an integral part thereof.

1.2

This contract is personal and special and regulates the relationship between the Company and the Employee and exclusively determines the terms and conditions of the Employee’s engagement by the Company.

1.3

The Employee shall devote all his energy and expertise to promoting the Company’s interests in the scope of his work, 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 board of directors, and subject to the framework and scope of the position agreed upon between the parties.

1.4

The Employee undertakes to perform his position conscientiously and loyally [and] to use all his qualifications, knowledge and experience for the Company’s benefit and advancement, to a high and efficient standard and as determined by the Company’s board of directors. The Employee shall be subordinate to the Company’s board of directors.

1.5

The Employee 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 position in the Company and/or with the Company’s activity.

1.6

The Employee 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.

2.

The scope and period of the employment

2.1

The Employee’s engagement by the Company shall commence on 1st December 2007.

2.2

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 Employee shall be entitled, during the notice period, to all the terms pursuant to the agreement.

2.3

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 employment relationship between the parties shall be severed on the date specified in the notice and the following provisions shall apply:

2.3.1

the Employee shall work during the notice period and shall continue to perform all his obligations to the Company, unless the Company instructs him otherwise;

2.3.2

the Employee shall hand over the position in an orderly manner to whomever the Company directs;

2.3.3

the Employee 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 work until the employment’s termination.

2.4

The Employee shall work for the Company full-time as of the date on which the Company raises capital from external investors.

3.

Salary and other payments

3.1

In respect of his employment in accordance with clause 2.4 above, the Company shall pay the Employee a salary of NIS 30,000 a month plus VAT, against a tax invoice that shall be issued by the Employee (hereinafter referred to as “the consideration” ).

3.2

The consideration shall be paid to the Employee once a month, by no later than the 10th day of each Gregorian month, for the previous month.

3.3

Notwithstanding the provisions of clause 3.1 above, until the date on which the Company raises capital from an external investor, the Company shall pay the Employee, from the consideration, a sum of NIS 15,000 together with VAT, and the balance of the consideration shall accrue to the credit of the Employee and shall be paid to him after the raising of capital as aforesaid. After the raising of capital, the Company and the Employee shall agree on a salary increase, provided that the Employee, as the Company’s CEO, presents a business plan to the board of directors showing that it will be possible to pay him the increased salary.

3.4

In the event that, prior to the raising of capital mentioned in sub-clause 3.3 above, the Company faces a cash flow problem or other budgetary difficulties, the parties agree that the Company’s board of directors shall have exclusive authority to decide that instead of NIS 15,000 plus VAT, the Employee shall be paid NIS 10,000 plus VAT, and the balance of the consideration shall accrue to his credit as set forth in sub-clause 3.3 above.

3.5

It is agreed and warranted that the above consideration is the full consideration for the Employee’s engagement and is in the amount of the employer’s cost gross and embodies all the social and/or other benefits due to the Employee as an employee of the Company, including – and without derogating from the generality of the aforesaid – provisions for executive insurances, provisions for severance pay in accordance with section 28 of the Severance Pay Law, 5723-1963, provisions for pension funds and vocational studies funds, convalescence pay, sick leave pay, leave pay, redemption of sick pay, redemption of leave pay and any other consideration due to the Employee pursuant to the law. The consideration shall be revised in accordance with the increase in the convalescence pay tariffs pursuant to the provisions of the extension order.

3.6

The Employee shall himself deduct from the considerati