ex1012.htm


    
      Exhibit
10.12

      Agreement

       

       

      This
Agreement is made on the 11 Day of Novemeber  2005

      
      

       

      
        	Between	 	 
	 	 	 
	Nir Ecology
    Ltd,	 	 
	 	 	 
	And Nimrod Ben
    Yehuda	 	 
	 	 	 
	POB 182 Kiryat
      Tivon, Israel	 	
                 

              
	 	 	 
	(Hereinafter “Nir”) 	 	
                 of the one
      party;

              
	 	 	 
	
                And
Between,

                 

              	 	 
	Pimi Marion Holdings
      Ltd	 	 
	
                 

                of POB
      117 Hutzut Alonim, Israel,

              	 	 
	
                 

                (Hereinafter: “Pimi”)

              	 	
                 on the other
      party;

              


      

                                                                                                                         

       

      
        
          	
                  Whereas

                	
                  Nir
      is sole agent of Sanosil LTD of Switzerland in Israel since 1990 for
      Sanosil disinfectant products and is the only importer of the Sanosil
      concentrate (hereinafter: “Sanosil Concentrate”)
      for Israel;

                
	 	 


        

      

      
        
          	
                  And
      Whereas

                	
                  Nir
      has all the licenses and approvals required for the importation of the
      Products to Israel;

                
	 	 


        

      

      
        	
                And
      Whereas

              	
                Pimi
      wishes to purchase the Products from Nir and/or directly from Sanosil
      LTD;

              


      

       

      Now
therefore it has been declared and agreed between the Parties as
follows:

       

      
        	
                1.  

              	
                Nir
      will sell to Pimi the Sanosil Concentrate for any use under its Patents
      and Patents Application except for water treatment, at Nir cost price plus
      all taxes, transportation and insurance costs plus 10% handling
      commission.

              


      

       

      
        	
                2.  

              	
                Pimi
      is entitled to purchase the Sanosil Concentrate for any use under its
      Patents and Patents Application except for water treatment for worldwide
      use, directly from Sanosil LTD on terms to be agreed between Pimi and
      Sanosil.

              


      

       

      
        	
                3.  

              	
                As
      long as Sanosil Patent for the concentrate is in force, Pimi will purchase
      the Sanosil concentrate from Sanosil or from Nir as mentioned above. After
      the expiration of Sanosil Patent for the concentrate Pimi will purchase
      the concentrate from Sanosil or from Nir or  from any other
      supplier based on commercial considerations.
..

              


      

       

       

      In
Witness Whereof the Parties has singed this agreement:

       

       

      
        
          	 	 	 	 	 
	
                   

                	 	 	
                   

                	 
	
                  
                    Nir
      Ecology Ltd

                  

                	 	 	
                  
                    Pimi
      Marion Holdings Ltd