PERSONAL CONTRACT OF EMPLOYMENT

BETWEEN:

PIMI MARION HOLDINGS LTD, PC 513497123

of POB 117, Hotzot Alonim 30049

(hereinafter referred to as “the Company” )

AND:

AVI LEVY, ID 050549930

of [illegible]

(hereinafter referred to as “the Employee” )

WHEREAS

the Company wishes to engage the Employee as sales manager (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 agreement 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. The Employee shall maintain absolute confidentiality in respect of everything provided in this agreement.

1.3

The Employee undertakes to perform his position conscientiously and loyally, 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, to comply with the Company’s instructions regarding the manner of performing the work, the work arrangements, discipline and conduct and to represent it loyally, reliably, with maximum effort and honestly, using the best of his ability and qualifications and in accordance with the instructions given to him and the assignments with which he is charged from time to time by the Company.

1.4

During the term of the agreement the Employee shall devote all his time, energy, ability to performing his position for the Company as determined by it, and he shall not engage, directly or indirectly, in any other work or engagement, unless he has received the prior written approval of the Company to do so.

1.5

The Employee shall notify the Company’s directors, 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 term of the agreement

2.1

The Company undertakes to engage the Employee in the Company as of 1st September 2005 for an unlimited term.

2.2

Each party may bring the contractual relationship pursuant hereto to an end on 90 days’ written notice (hereinafter referred to as “notice” ). Subject to the provisions of clause 2.3 below, the Employee shall be entitled, during the notice period, to all the terms under 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. If the Employee gives notice of his resignation from the Company, the Company may waive its right to notice and/or shorten the notice period, and in such case the Employee shall be entitled to the terms pursuant to the agreement until the date of his employment’s actual termination;

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

If the Company terminates the Employee’s engagement as aforesaid after at least one year, the Employee shall be entitled to severance pay pursuant to the Severance Pay Law, 5723-1963, save in the cases detailed below, in which the Employee shall not be entitled to severance pay, and in which the Employee shall also not be entitled to notice in accordance with clause 2.2 above:

2.4.1

if the Employee commits a breach of this agreement and does not rectify the breach within one week of receiving written warning to do so;

2.4.2

if the Employee breaches this agreement after he has already received warning of a similar breach;

2.4.3

if the Employee is duly convicted in a final judgment of an offence involving disgrace;

2.4.4

if the Employee breaches his fiduciary duty to the Company;

2.4.5

if the Employee abuses his office;

2.4.6

if the Employee commits a grave breach of discipline;

2.4.7

if the Employee leaves his place of work for a period of more than seven days without obtaining the Company’s consent.

3.

The scope of the employment

3.1

The Employee’s position with the Company shall be that of sales manager.

3.2

In the scope of his employment, as set forth above and in the recitals hereto, the Employee undertakes, inter alia :

3.2.1

to loyally and punctiliously comply with the instructions of his superiors, to the best of his ability and understanding and with full responsibility;

3.2.2

to perform his position conscientiously and with perseverance;

3.2.3

to act in accordance with the work procedures and to be responsible for compliance therewith;

3.2.4

to come to work and to work five days a week;

3.2.5

not to be absent during working hours without the consent of his superiors;

3.2.6

not to intentionally and/or negligently commit any act and/or omission that might cause the Company or his place of work and/or any third party connected with the Company any damage and/or loss and/or prevention of profit.

4.

Salary and social terms

4.1

In consideration for his work, the Company shall pay the Employee a salary of NIS 12,000 a month, plus a minimum monthly bonus of NIS 3,000, until the end of December 2005. As of January 2006, the Employee shall be paid quarterly incentives in accordance with the criteria determined by agreement between the Employee and the Company, provided that they shal