ex1011.htm


    Exhibit
10.11

    Agreement

     

    This
Agreement is made on the 11  Day of
November  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 Kibutz
      Alonim,

               

            	 	 
	
              (hereinafter: “Pimi”) 

               

            	
              on the other
      party;

            	 


    

                                                                                                                                   

    
      
        	
                Whereas

              	
                Under
      an Agreement dated 12 July, 2004 attached as Appendix A, Nir has
      instructed Makhteshim Chemical Works LTD (hereinafter: “Makhteshim”) to transfer
      to Pimi all of the Know how and patents and patents applications and/or
      licenses relating to the product as defined in the above mentioned
      Agreement (hereinafter: “The Intellectual
      Property”);

              
	 	 


      

    

    
      
        	
                And
      whereas

              	
                Makhteshim
      has acted under the instruction of Nir and has assigned to Pimi the
      Intellectual Property;

              
	 	 


      

    

    
      	
              And
      whereas

            	
              The
      assignment is under process of execution and has not been
      completed;

            


    

     

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

     

    
      	
              1.  

            	
              Nir
      declares and confirms that subject to section 3 here in under that The
      Intellectual Property belongs exclusively to
  Pimi.

            


    

     

    
      	
              2.  

            	
              Nir
      will act and sign on any document necessary for the completion of the
      assignment of The Intellectual Property to
Pimi.

            


    

     

    
      	
              3.  

            	
              It
      is hereby clarified agreed and understood that Nir or Nimrod Ben-Yehuda or
      Nava Ben Yehuda (or any company in which Nir or Nimrod Ben-Yehuda or Nava
      Ben Yehuda have interest in) has been granted an irrevocable exclusive
      worldwide right of use in the Intellectual Property Patents and/or the
      Patents Application for water treatment applications. Pimi will sign any
      document necessary for the implementation of such
  right.

            


    

     

    In
Witness Whereof the Parties has singed this agreement:

     

    
      
        
          
            
              
                	 	 	 	 	 
	
                         

                      	 	 	
                         

                      	 
	
                        
                          Nir
      Ecology Ltd

                        

                      	 	 	
                        
                          Pimi
      Marion Holdings Ltd

                        

                      	 
	
                         

                      	 	 	
                         

                      	 
	We
      agree to and confirm the above,	 	 	 	 
	 	 	 	 	 
	Nimrod
      Ben Yehuda 	 	 	Nava
      Ben Yehuda