Co-operation and Partnership Agreement

WHEREAS, Dynamic is engaged in the clean tech and the renewable energy industry (“ Dynamic’s Business ”);

WHEREAS, GBH is a company that is focusing its activity in the clean tech and the renewable energy industry;

WHEREAS, GBH has a contractual right to a carbon credit project in Fuxin, China and has access to various carbon credit projects in other locations in China and East Europe, including current and future interests in such projects and current and future opportunity to enter into an agreement carbon credit projects, (collectively, the “ Carbon Credit Project ”). Such definition, inter alia, includes the list of current Carbon Credit Projects annexed as Appendix “A” hereto .

WHEREAS, Dynamic is wishing to expand its business activity, inter alia, in the carbon credit projects and in Kenaf related projects;

WHEREAS, Dynamic offered managers at GBH the opportunity to work at Dynamic’s Israeli subsidiary to operate as Dynamic’s business development arm in the clean tech and renewable energy sectors at terms and conditions to be agreed upon, and the managers of GBH and GBH accepted Dynamic’s offer; and

NOW therefore, in consideration of the mutual promises and undertakings of the Parties, it is hereby agreed as follows:

 Section 1.1.  Contribution of Carbon Credit Project .  GBH hereby agrees  to contribute, convey, assign, transfer and deliver to Dynamic all of the GBH’s  right, title and interest in, to and under the Carbon Credit Project, including, without limitation, all contractual right or rights to execute carbon credit projects and all rights of whatever kind and nature existing or arising under such contractual right or existing or arising out of the operation of the business contemplated by such Carbon Credit Project. Dynamic agrees to accept only such contracts or rights under such contracts, as the Company’s duly appointed officer shall specifically approve to GBH, by naming in writing such contract,the parties thereto and the contract or rights accepted by the Company (such contract or right, being an (“Accepted Project”).

As compensation for the GBH contribution of referreing Carbon Credit projects to Dynamic, Dynamic will pay GBH a compensation payment as follows:

3% of each of the first six years total gross income derived from Accepted Project referred by GBH to Dynamic.

GBH will be entitled to the above compensation payment only after an actual paymeny of the said income was made to Dynamic or to any third party recruited by Dynamic to participate in the above mentioned projects or to any of its affilated companies. This compensation will be paid by Dynamic to GBH within 30 days from the date Dynamic has recived the said income.

The above compensation payment will apply only when the total gross income derived from Accepted Project  will reach 1,000,000 Euros for the first time.

Section 1.2    Financing .

Section 1.2.1  The Company shall arrange financing in the amount of 44,000 Euro (the “Fuxin Amount”) within ten (10) days from the date hereof. This sum shall be allocated for the Fuxin Project.

The company will further arrange financing in the amount of 26,000 Euro by the 27 ^th of August to be allocated to one coal mine and two N20 projects in Ukraine and Kazachstan (the “Ukraine and Kazachstan Amount”).

The Parties hereto agree that the provisions of the said amounts shall be allocated to the promotion and the execution of carbon credit projects in Fuxin, Ukraine and Kazachstan as mentioned above. After the provision of such amounts GBH will assign the above carbon credit projects agreements and all of their ownership interest therein to Dynamic’s (or its wholly-owned subsidiary).

In additon, Dynamic will provide further financing for the benefit of the Fuxin,  Ukraine and Kazachstan projects that are mentioned above as follows:

  100,000 Euro up until 15 ^th September, 2009.

  110,000 Euro up until 1 ^st October, 2009.

Section 1.2.2. Dynamic further agrees to use its commercially reasonable efforts to obtain funding for Accepted Projects detailed in Annex A (“Projects Funding”) and to execute the Accepted Carbon Credit Project by itself or to execute these projects through third parties.  GBH hereby agrees to provide, and shall cause its affiliates to provide, on a timely basis, all reasonable cooperation in connection with the arrangement, provision and delivery of the Projects Funding as contemplated by this Section, as may be reasonably requested by the Company.

1.3 GBH activities will be subject to the CEO of Dynamic. GBH will provide all necessary time and make all necessary effort to participate in the execution of any of the above projects accepted by dynamic, as required by Dynamic’s management.

Section 2.1 Representations and Warranties of GBH .   GBH hereby represents and warrants to Dynamic as follows:

(a) Authority and Capacity .   GBH has full requisite power, capacity and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby.  The execution and deliver of this Agreement and the consummation of the transactions contmeplated hereby have been duly and validly authorized by  GBH.

(b)  Binding Obligation and Non-Interference . This Agreement constitutes a valid and binding obligation of GBH, in accordance with the terms hereof of hereof, subject to applicable bankruptcy, insolvency, reorganization, or similar laws affecting the rights of creditors generally. The execution and delivery of this Agreement and by  GBH does not, and the performance by GBH of the transactions contemplated hereby will not conflict with the articles of association or similar governing documents of GBH.

(c)  Conveyance of Rights . Except as specifically described in a schedule to the Fuxin Agreement and any Accepted Projects &n