AGREEMENT

WHEREAS,

the Company wishes to incorporate a fully owned subsidiary, Adama Israel Ltd. (the "Subsidiary") and nominate the Directors as directors of the Subsidiary; and

the parties hereto wish to regulate the equity compensation package to the Directors in accordance with the terms and conditions set forth herein.

 

(a)

Identify investor/s that will invest in the Company by way of equity or debt of at least 1 Million US Dollars, in one or more tranches.

 

(b)

Identify and facilitate the recruitment of new senior employees, which will promote the Company’s strategic and operational plans.

 

(c)

Facilitate and lead current negotiations with Solucorp Industries Ltd. (“Solucorp”) with respect to amendments in the Exclusive Brownfield License Agreement and/or negotiate with Solucorp the possibility to receive licensing rights of Solucorp's IFS technology.

 

(d)

Promote the signing of the first project of the Company.

 

2.1.

In consideration for the Business Development Activities, the Company will award the Directors the following equity compensation package based on the milestones as set forth in section 2.2.

 

2.2.

The Company will, upon execution of this Agreement, adopt an Employee Share Option Plan for the grant of shares and options to purchase shares of the Company to employees, office holders, consultants and service providers of the Company or any subsidiaries or affiliated companies of the Company, in the form attached as Exhibit 2.2 hereto (the "Plan"). The Plan will comply with the provisions of Section 102(b)(2) of the Israeli Income Tax Ordinance (Capital Gain Option Through a Trustee) and any rules and regulations promulgated thereunder including the Income Tax Rules (Tax Relief upon the Allotment of Shares to Employees), 2003.  The Company will issue to the Directors, under the Plan and subject to the provisions of this Agreement, an aggregate of Fourteen Million (14,000,000) shares of Common Stock of the Company, which constitute 15.4% of the Company's issued and outstanding share capital of the Company on a fully diluted basis on the date hereof (the “Shares”).

 

(a)

Two Million (2,000,000) Shares upon execution of this Agreement.

 

(b)

Three Million (3,000,000) Shares if the Company has recruited at least one new senior employee within one year from the date hereof.

 

(c)

Five Million (5,000,000) Shares if the Company has entered into  a term-sheet with Solucorp for the amendment of the Exclusive Brownfield License Agreement and/or for the grant of licensing rights to Solucorp's IFS technology, within one year from the date hereof.

 

(d)

Four Million (4,000,000) Shares if the Company has entered into a contract for its first project, within 2 years from the date hereof.

 

2.3.

Upon closing of any equity or debt agreement entered into between the Company and an investor/s, for the extension to the company (by way of debt or equity) of an amount of up to 4 Million USD, in the aggregate under any such agreements, the Company will grant to the Directors, under the Plan, such amount of additional shares of Common Stock of the Company, so as to retain the Directors’ joint shareholdings in the Company of 15.4%, on a fully diluted basis (the "Additional Shares"). The Directors shall not be entitled to Additional Shares with respect of equity or debt agreements to which the Company is a Party if the aggregate amount extended to the Company (by way of debt or equity) under any such agreements exceeds 4 Million USD.

 

2.4.

The Shares granted to the Directors in accordance with this Section will be returned to the Company if the Company does not enter into equity or debt agreements with an investor/s, under which an aggregate amount of at least 1 Million US Dollars is extended to the Company (by way of equity or debt), during a period of one year following the date hereof.

 

2.5.

The Shares and the Additional Shares will be granted to the Directors in consideration for payment by the Directors of their par value (0.001 USD per Share) (the "Par Value Amount"). The Par Value Amount will be extended to the Directors as a non-recourse loan from the Company and will be repaid to the Company only following the sale of the Shares and the Additional Shares, if applicable, by the Directors.

 

3.1.

In addition to any monetary compensation that will be granted to the Directors, the Company and/or the Subsidiary will reimburse the Directors for any documented, out-of-pocket expenses from time to time properly incurred by the Directors in connection with the Business Development Activities, including (but not limited to) necessary traveling expenses.

 

3.2.

All payments shall include V.A.T., if required by law, which shall be added to the amounts or consideration set forth above.

Indemnity Agreements.

Directors and Officers Insurance.

 

8.1.

Neither party hereto shall assign any of its rights and obligations hereunder without the prior written consent of the other party.

 

8.2.

This Agreement shall not be modified except by an instrument in writing signed by both parties.

 

8.3.

The laws of the State of Israel shall govern this Agreement, and that the competent court in Tel–Aviv shall have exclusive jurisdiction over any matter arising out of, or in connection with, this Agreement.

 

8.4.

All notices, requests, reports, consents and other communications hereunder shall be in writing, and shall be delivered either (i) by hand, (ii) by e-mail or facsimile transmission, with a written acknowledgement of the recipient, (iii) by courier, or (iv) by registered mail, return receipt requested.  Until changed by a written notice given by either party to the other party, the addresses of the parties shall be as set herein.

By: Boaz Benrush

By:  /s/ Oren Bar-nir Gayer

Title: Director

Title: Director

Date: July 22, 2009

Date: July 22, 2009