Termination Agreement between Blue Sphere, Shlomo Palas, Shmuel Keshet, Eliezer Weinberg dated as of February 12, 2010

TERMINATION AGREEMENT

THIS TERMINATION AGREEMENT dated as of the 12th day of February, 2010.

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WHEREAS:

THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the premises and of the mutual covenants and agreements herein set forth, the parties covenant and agree as follows:

1.                    Termination of Letter Agreement. The Letter Agreement is hereby terminated and the GHB Carbon Credit Project Assets acquisition is hereby abandoned effective as of the date hereof.

2.                    Mutual Releases. Each of the parties hereto (the “Parties”) does hereby release the other from all liabilities and legal obligations of whatsoever kind and howsoever arising which either of them may now have or at any time hereafter can, shall or may have in any way resulting or arising from any cause, matter or thing existing up to the present time in connection with the Letter Agreement.

3.                    Final Termination Agreement. This Agreement and the other agreements to which this termination agreement refers, together with all exhibits, schedules and annexes attached to any of them, constitute the final, entire agreement among the parties and supersedes any prior oral or written and all contemporaneous oral proposals, commitments, promises, agreements or understandings between the parties with respect to the termination of the Letter Agreement and mutual release of the parties.

4.                    Further Assurances. The Parties will execute such further assurances and other documents and instruments and do such further and other things as may be necessary to implement and carry out the intent of this Agreement.

5.                    Successors and Assigns. This Agreement will enure to the benefit of and be binding upon the parties and their respective successors and assigns, as applicable.

6.                    Governing Law. This Agreement and the application or interpretation hereof will be governed exclusively by its terms and by the laws of the State of Nevada.

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7.                    Counterparts. This Agreement may be executed in one or more counterparts all of which together will constitute one and the same instrument.

8.                    Electronic Means. Delivery of an executed copy of this Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Agreement as of the date set forth above.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.