PIMIAGRO CleanTech PimiMarion Holdings Ltd PO Box117, Kibbutz Alonim 6thJanuary 2009

(a)

Commission at the rate of 5% of any cash investment in our company up to US$ 1 million.

(b)

Insofar as the investment exceeds $ 1 million, brokerage commission will be paid on the additional investment in excess of $ 1 million, as follows:

 

on the second million dollars or part thereof - 4%;

 

on the third million dollars or part thereof - 3%;

 

on any addition from the fourth million dollars or above - 2%.

(c)

If the investment is raised or the transaction performed in stages, the brokerage commission will be paid on each stage at the time it is performed in accordance with paragraphs (a) and (b) above, based on the aggregate amounts of all the stages together.

(d)

All the amounts will be subject to the addition of VAT on and against a due tax invoice.

(e)

In addition, you will be entitled to join the investor by investing in our company a maximum amount of up to 5% of the capital being invested in the company on the same terms as granted to the investor by our company. That option is effective for half a year from the date of the investment, subject to the period and the investment will also be approved by the investor.