ex109.htm


    Exhibit
10.9

     

    Pimi
Marion Holdings Ltd.

    2008
Share Option Plan

     

     

     

     

    
      	
              1.  

            	
              NAME

            


    

     

    Pimi
Marion Holdings Ltd. (the “Company”) hereby makes this share option plan, which
shall be known as the Pimi Marion Ltd. 2008 Share Option Plan (this
“Plan”).  The Company may amend this Plan from time to
time.

     

    
      	
              2.  

            	
              PURPOSE
      OF THE PLAN

            


    

     

    
      	
              2.1.  

            	
              This
      Plan is intended as an incentive to retain on the Company’s Board of
      Directors (the “Board”), and in the Company’s and its subsidiaries’
      employ, persons of training, experience, and ability, to attract new
      directors, employees, consultants and contractors whose services are
      considered unusually valuable, to encourage the sense of proprietorship of
      such persons, and to stimulate the active interest of such persons in the
      development and financial success of the
  Company.

            


    

     

    
      	
              2.2.  

            	
              The
      Plan is intended to provide such individuals with opportunities to
      purchase regular shares in the Company, pursuant to the Plan as approved
      by the Board, and is designed to benefit from, and may be made pursuant
      to, the provisions of Section 102 of the Israeli Income Tax Ordinance [New
      Version] 1961 (“Section 102”) and any regulations, rules, orders or
      procedures promulgated thereunder with respect to options granted to
      employees of the Company, as defined below, if so determined by the Board
      or by the Committee.

            


    

     

    
      	
              3.  

            	
              ADMINISTRATION
      OF THE PLAN

            


    

     

    
      	
              3.1.  

            	
              The
      Board, or in its discretion a Share Option Committee (the “Committee”)
      appointed and maintained by the Board, shall have the power to administer
      the Plan. The Committee shall consist of such members of the Board (not
      less than two (2) in number) as may be determined by the Board, and any
      member of such Committee shall be eligible to receive Options under the
      Plan while serving on the Committee, unless otherwise specified in this
      Plan.

            


    

     

    
      	
              3.2.  

            	
              The
      Board or the Committee shall have full power and authority to (i)
      designate participants; (ii) determine the terms and provisions (which
      need not be identical) of Option Agreements, , including but not limited
      to the number of shares in the Company to be covered by each Option,
      provisions concerning the time or times when and the extent to which the
      Options may be exercised, and the nature and duration of restrictions on
      transfer or restrictions constituting substantial risk of forfeiture;
      (iii)  accelerate the right of an optionee to exercise, in whole
      or in part, any previously granted Option; (iv)  interpret the
      provisions and supervise the administration of the Plan;
      and(v)  determine any other matter which is necessary or
      desirable for, or incidental to, administration of the
    Plan.

            


    

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

     

    
      	
              3.3.  

            	
              The
      Board or the Committee shall have the authority to grant in its discretion
      to the holder of an outstanding Option, in exchange for the surrender and
      cancellation of such Option, a new Option having a purchase price lower
      than provided in the Option so surrendered and canceled, and containing
      such other terms and conditions as the Board or the Committee may
      prescribe in accordance with the provisions of the
  Plan.

            


    

     

    
      	
              3.4.  

            	
              All
      decisions and selections made by the Board or the Committee pursuant to
      the provisions of the Plan shall be made by a majority of its members,
      except that no member of the Board or Committee shall vote on, or be
      counted for quorum purposes, with respect to any proposed action of the
      Board or Committee relating to any Options to be granted to that member.
      Any decision reduced to writing and signed by all the members who are
      authorized to make such decision shall be fully effective as if it had
      been made by a majority at a meeting duly
held.

            


    

     

    
      	
              3.5.  

            	
              Each
      member of the Board or the Committee shall be indemnified and held
      harmless by the Company against any cost or expense (including counsel
      fees) reasonably incurred by him, or any liability (including any sum paid
      in settlement of a claim with the approval of the Company) arising out of
      any act or omission to act in connection with the Plan unless arising out
      of such member’s own fraud or bad faith, to the extent permitted by
      applicable law. Such indemnification shall be in addition to any rights of
      indemnification that the member may have as a Director or otherwise under
      the Company’s Articles of Association, any agreement, any vote of
      shareholders or disinterested directors, or
  otherwise.

            


    

     

    
      	
              4.  

            	
              DESIGNATION
      OF PARTICIPANTS

            


    

     

    
      	
              4.1.  

            	
              The
      persons eligible for participation in the Plan as recipients of Options
      shall include any employees of the Company or of any subsidiary of the
      Company. Directors of the Company or of any subsidiary of the Company who
      are not employees of the Company or its subsidiaries, and consultants or
      contractors of the Company or its subsidiaries, shall also be eligible for
      participation in the Plan as recipients of
  Options.

            


    

     

    
      	
              4.2.  

            	
              The
      grant of an Option under this Plan shall neither entitle the recipient to
      participate, nor disqualify him from participating in, any other grant of
      Options pursuant to this Plan, or any other option or stock plan of the
      Company or any of its affiliates.

            


    

     

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

     

    
      	
              5.  

            	
              TRUSTEE

            


    

     

    In the
event that the Options shall be granted to employees of the Company pursuant to
the provisions of Section 102, they shall be issued to a trustee (the “Trustee”)
nominated by the Board or the Committee (in accordance with the provisions of
Section 102) and held for the benefit of the Option recipients for a period of
not less than two (2) years (24 months) from the date of the grant of the
Option. The Trustee may also hold in trust any shares issued upon exercise of
such Options.

     

    
      	
              6.  

            	
              SHARES
      RESERVED FOR THE PLAN, AND
  RESTRICTIONS

            


    

     

    
      	
              6.1.  

            	
              Subject
      to adjustment as provided in Paragraph 8 below, a total of 623,547 (Sixty
      Two Thousand Five Hundred Forty Seven) Regular Shares, NIS 0.01 par value
      per share of the Company, (the “Shares”) shall be subject to this Plan.
      The Shares subject to the Plan are hereby reserved for sale for such
      purpose.

            


    

     

    
      	
              6.2.  

            	
              Any
      of such Shares which may remain unsold and which are not subject to
      outstanding Options at the termination of the Plan shall cease to be
      reserved for the purpose of the Plan, but until termination of the Plan
      the Company shall at all times reserve a sufficient number of Shares to
      meet the requirements of the Plan. If any Option for any reason expires or
      is canceled prior to its exercise or relinquishment in full, the Shares
      that are the subject of such Option may again be subjected to an Option
      under the Plan.

            


    

     

    
      	
              3.  

            	
              Anyone
      who purchased Shares under this Plan upon the exercise of Options shall
      have no voting rights as a shareholder (in any and all matters whatsoever)
      until the consummation of a public offering of the Company’s Shares (the
      “IPO”). Until an IPO, such Shares shall be voted by a proxy pursuant to
      the directions of the Board, such proxy to be to the person or persons
      designated by the Board. All Shares issued upon exercise of the Options
      shall entitle the holder thereof to receive dividends and other
      distributions thereon.

            


    

     

    
      	
              7.  

            	
              OPTION
      PRICE

            


    

     

    
      	
              7.1.  

            	
              The
      purchase price of each Share subject to an Option or any portion of it
      shall be determined by the Board or the Committee in its sole and absolute
      discretion in accordance with applicable law, subject to guidelines as
      shall be determined by the Board from time to
  time.

            


    

     

    
      	
              7.2.  

            	
              The
      option price shall be payable upon the exercise of the Option in cash, by
      check, or other form satisfactory to the Board or the
      Committee.

            


    

     

    
      	
              7.3.  

            	
              The
      proceeds received by the Company from the sale of Shares subject to an
      Option granted under the Plan will be added to the general funds of the
      Company and used for its corporate
purposes.

            


    

     

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

     

    
      	
              8.  

            	
              ADJUSTMENTS

            


    

     

    Upon the
occurrence of any of the following described events, an optionee’s rights to
purchase Shares under the Plan shall be adjusted as hereinafter
provided:

     

    
      	
              8.1.  

            	
              If
      the Company is separated, reorganized, merged, consolidated, or
      amalgamated with or into another corporation while unexercised Options
      remain outstanding under the Plan,  there shall be substituted
      for the Shares subject to the unexercised portions of such outstanding
      Options an appropriate number of shares of each class of shares or other
      securities of the separated, reorganized, merged, consolidated or
      amalgamated corporation which were distributed to the shareholders of the
      Company in respect of their Shares, and appropriate adjustments shall be
      made in the purchase price per share or other security to reflect such
      action.

            


    

     

    
      	
              8.2.  

            	
              If
      the Company is liquidated or dissolved while unexercised Options remain
      outstanding under the Plan, then all such outstanding Options may be
      exercised in full by the Optionee as of the effective date of any such
      liquidation or dissolution of the Company without regard to the
      installment exercise provisions of Section 9
  below.

            


    

     

    
      	
              8.3.  

            	
              If
      the outstanding shares of the Company shall at any time be changed or
      exchanged by declaration of a stock dividend, stock split, combination or
      exchange of shares, recapitalization, or any other like event by or of the
      Company, and as often as the same shall occur, then the number, class, and
      kind of Shares subject to the Option theretofore granted shall be
      appropriately and equitably adjusted so that upon exercise of the option
      the Optionee will receive whatever securities such Optionee would have
      received had the option been exercised immediately prior to the above
      mentioned events, without changing the aggregate Option
      price.  Upon the happening of any of the foregoing, the class
      and aggregate number of Shares issuable pursuant to the Plan (as set forth
      in paragraph 6 above), in respect of which options have not yet been
      exercised, shall be appropriately
adjusted.

            


    

     

    
      	
              8.4.  

            	
              In
      the event of a rights issuance to shareholders of the Company to purchase
      any securities issued by the Company, no adjustment shall be made with
      respect to such option theretofore granted, but such rights will be issued
      also to the Optionee inasmuch as the Optionee would have been entitled
      thereto had such option been exercised immediately prior to the record
      date for such rights issuance; provided however that such rights issued to
      the Optionee may be exercised only if and when the option is exercised and
      only to the extent that such rights have been issued in respect of the
      Shares purchased upon the exercise of such option.  The exercise
      price of any rights issued in respect of outstanding options shall be
      subject to such adjustments as may be determined by the Board when the
      rights issuance is made to account for any postponement of the exercise of
      such rights pursuant to the
foregoing.

            


    

     

    
      	
              8.5.  

            	
              Anything
      herein to the contrary notwithstanding, if prior to the completion of
      the  IPO, all or substantially all of the Shares of the Company
      are to be sold, or upon a merger or reorganization or the like, the Shares
      of the Company, or any class thereof, are to be exchanged for securities
      of another company, then in such event, each optionee shall be obliged to
      sell or exchange, as the case may be, the Shares such optionee purchased
      under the Plan, in accordance with the instructions then issued by the
      Board.

            


    

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

     

     

    
      	
              9.  

            	
              TERM
      AND EXERCISE OF
OPTIONS

            


    

     

     

    
      	
              9.1.  

            	
              Options
      shall be exercised by the Optionee by giving written notice to the
      Company, which exercise shall be effective upon receipt of such notice
      together with check or cash payment of the purchase price of the Shares
      for which the option is exercised by the Company at its principal
      office.  The notice shall specify the number of Shares with
      respect to which the Option is being exercised. The written notice, if
      delivered prior to completion of the Company’s Initial Public Offering,
      shall be accompanied by a proxy for voting in the Company’s general
      meeting duly executed by the Optionee, in a form authorized by the
      Company.

            


    

     

    
      	
              9.2.  

            	
              Each
      Option granted under this Plan shall vest and be exercisable on the date
      and for the number of Shares as shall be provided in the Option Agreement
      evidencing the Option and setting forth the terms thereof. However, no
      Option shall be exercisable after the expiration of ten years from the
      date of grant.

            


    

     

    
      	
              9.3.  

            	
              Options
      granted under the Plan shall not be transferable by optionees other than
      by will or laws of descent and distribution, and during an optionee’s
      lifetime shall be exercisable only by that
  optionee.

            


    

     

    
      	
              9.4.  

            	
              Options
      granted to employees or directors may not be exercised after the
      termination of employment and/or service as a director
    unless

            


    

     

    
      	
              9.4.1.  

            	
              prior
      to the date of such termination, the Board or the Committee shall
      authorize, in the relevant Option Agreement or otherwise, an extension of
      the term of all or part of the Option beyond the date of such termination
      for a period not to exceed the period during which the Option by its terms
      would otherwise have been
exerciseable;

            


    

     

    
      	
              9.4.2.  

            	
              termination
      is without cause (as determined by an applicable court), in which event
      any Options still in force and unexpired may be exercised within a period
      of the lesser of (i) ninety (90) days from the date of such
      termination,  or (ii) the remainder of the period during which
      the Option by its terms would otherwise have been exerciseable, but only
      with respect to the number of Shares purchasable at the time of such
      termination;

            


    

     

    
      	
              9.4.3.  

            	
              termination
      is the result of death or disability, in which event any Options still in
      force and unexpired may be exercised within a period of the lesser of (i)
      six (6) months from the date of termination, or (ii) the remainder of the
      period during which the Option by its terms would otherwise have been
      exerciseable, but only with respect to the number of Shares purchasable at
      the time of such termination; or

            


    

     

    
      	
              9.4.4.  

            	
              termination
      of employment is the result of retirement under any deferred compensation
      agreement or retirement plan of the Company or of any subsidiary of the
      Company or after the age of 60, while Options granted under this Plan are
      still in force and unexpired, in which case the Board or Committee shall
      have the discretion to permit any unmatured installments of the Options to
      be accelerated for exercise as of the later of the date of retirement or a
      date one year following the date of grant, but in any event no later than
      the date on which the Option by its terms would have otherwise expired,
      and the Options shall thereupon be exercisable in full without regard to
      the installment exercise provisions of this
  Section.

            


    

     

     

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

     

    
      	
              9.5.  

            	
              The
      holders of Options shall not be, or have any of the rights or privileges
      of, shareholders of the Company in respect of any Shares purchasable upon
      the exercise of any part of an Option unless and until, following exercise
      of any part of an Option, but subject always to the provisions of Section
      5 above, certificates representing such Shares shall have been issued by
      the Company and delivered to such
holders.

            


    

     

    
      	
              9.6.  

            	
              Any
      form of Option Agreement authorized by the Plan may contain such other
      provisions as the Board or the Committee may, from time to time, deem
      advisable. Without limiting the foregoing, the Board or the Committee may,
      with the consent of the optionee, from time to time cancel all or any
      portion of any option then subject to exercise, and may approve in such
      case that the Company’s obligation in respect of such Option may be
      discharged by

            


    

     

    
      	
              9.6.1.  

            	
              payment
      to the optionee of an amount in cash equal to the excess, if any, of the
      fair market value of the Shares at the date of such cancellation subject
      to the portion of the Option so canceled over the aggregate purchase price
      of such Shares;

            


    

     

    
      	
              9.6.2.  

            	
              the
      issuance or transfer to the optionee of Shares of the Company with a Fair
      Market Value at the date of such transfer equal to any such excess;
      or

            


    

     

    
      	
              9.6.3.  

            	
              a
      combination of cash and Shares with a combined value equal to any such
      excess, all as determined by the Board or the Committee in its sole
      discretion.

            


    

     

    
      	
              10.  

            	
              ASSIGNMENT
      AND SALE

            


    

     

    Any
Options shall not be assigned, transferred, pledged, or otherwise given as
collateral to any third party whatsoever, and during the lifetime of the
optionee each and all of such optionee’s rights to purchase Shares under this
Plan shall be exercisable only by such optionee.

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

     

    
      	
              11.  

            	
              PURCHASE
      OF INVESTMENT

            


    

     

    Unless
Shares covered by the Plan have been listed for trade on any stock exchange (of
any jurisdiction), or the Company has determined that such registrations are
unnecessary, each person exercising an Option under the Plan shall if so
required by the Company give a representation in writing that he is acquiring
such shares for his own account, for investment, and not with a view to, or for
sale in connection with, the distribution of any part thereof.

     

    
      	
              12.  

            	
              TERM
      OF THE PLAN

            


    

     

    The plan
shall be effective as of September 7, 2008,
and shall continue, unless otherwise determined by the Company, for ten (10)
years.

     

    
      	
              13.  

            	
              AMENDMENTS
      OR TERMINATION

            


    

     

    The Board
may,  at any time and from time to time, amend, alter, or discontinue
the Plan, except that no amendment or alteration shall be made which would
impair the rights of the holder of any Option theretofore granted without his
consent, and except that no amendment or alteration shall be made which, without
the approval of the shareholders, would:

     

    
      	
              13.1.  

            	
              Increase
      the total number of Shares reserved for the purposes of the Plan, except
      as is provided in Section 6, or decrease the option price provided in
      Section 7, or change the class of persons eligible to participate in the
      Plan as provided in Section 4, or

            


    

     

    
      	
              13.2.  

            	
              Extend
      the option period provided for in Section
9.

            


    

     

    
      	
              14.  

            	
              GOVERNMENT
      REGULATIONS

            


    

     

    The Plan,
and the granting and exercise of Options under this Plan, and the obligation of
the Company to sell and deliver Shares under such Options, shall be subject to
all applicable laws, rules, and regulations, whether of the State of Israel or
of the United States or any other State having jurisdiction over the Company and
the optionee including the registration of the Shares under the U.S. Securities
Act of 1933, as amended, and to such approvals by any governmental agencies or
national securities exchanges as may by required.

     

    
      	
              15.  

            	
              CONTINUANCE
      OF EMPLOYMENT

            


    

     

    Neither
the Plan nor the Option Agreement with the optionees shall impose any obligation
on the Company or a subsidiary thereof, to continue any optionee in its employ,
and nothing in the Plan or in any Option granted pursuant to this Plan shall
confer upon any optionee any right to continue in the employ of the Company or a
subsidiary thereof, or restrict the right of the Company or a subsidiary
thereof, to terminate such employment at any time.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

     

     

    
      	
              16.  

            	
              GOVERNING
      LAW

            


    

     

    This Plan
shall be governed by and construed and enforced in accordance  with
the laws of the State of Israel applicable to contracts made and to be performed
therein, without giving effect to the principles of conflict of
laws.

     

    
      	
              17.  

            	
              TAX
      CONSEQUENCES

            


    

     

    Any tax
consequences arising from the grant or exercise of any Option, from the payment
for Shares covered thereby. or from any other event or act (of the Company or
the optionee) under this Plan, shall be borne solely by the optionee.
Furthermore, the optionee shall agree to indemnify the Company and the Trustee,
and hold them harmless against and from any and all liability for any such tax
or interest or penalty thereon, including without limitation, liabilities
relating to the necessity to withhold, or to have withheld, any such tax from
any payment made to the optionee.

     

    
      	
              18.  

            	
              NON-EXCLUSIVITY
      OF THE PLAN

            


    

     

    The
adoption of the Plan by the Board shall not be construed as amending, modifying,
or rescinding any previously approved incentive arrangements or as creating any
limitations on the power of the Board to adopt such other incentive arrangements
as it may deem desirable, including without limitation, the granting of stock
options otherwise than under the Plan, and such arrangements may be either
applicable generally or only in specific cases.

     

    
      	
              19.  

            	
              MULTIPLE
      AGREEMENTS

            


    

     

    The terms
of each Option may differ from other Options granted under the Plan at the same
time, or at any other time. The Committee may also grant more than one Option to
a given optionee during the term of the Plan, either in addition to, or in
substitution for, one or more Options previously granted to that
optionee.

     

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

     

    Pimi
Agro Clean Technologies  LTD.

     

     

    OPTION
AGREEMENT

     

     

    Made as of the 19 day of
January, 2009

     

    
       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      BETWEEN:

                                    	
                                      Pimi
      Agro Clean Technologies Ltd.

                                    	 
      
	 	 	 
	 
      	
                                      (previously
      "Pimi Marion Holdings Ltd.")

                                    	 
      
	 	 	 
	 
      	
                                      A
      company incorporated in Israel

                                    	 
      
	 	 	 
	 
      	
                                      registered
      office is at P.O. Box 117

                                    	 
      
	 	 	 
	 
      	
                                      Hutzot
      Alonim 30049, Israel

                                    	 
      
	 	 	 
	 
      	
                                      (hereinafter
      the “Company”)

                                    	 
      
	 
      	 
      	 
      
	 
      	on the one
part	 
      
	 	 	 
	 AND:	Avi
      Lifshitz, Cpa  I.D. 055099899	 
	 	Beit Zaid, Kiryat
      Tivon, Israel	 
	 	(hereinafter the
      “Optionee”)	 
	 	 	 
	 	on the other
      part	 


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      	
              WHEREAS

            	
              On
      September 7, 2008, the Company duly adopted and the Board approved the
      “Pimi 2008 Option Plan” a copy of which is attached as Appendix
      A hereto, forming an integral part hereof (the “Appendix
      A”); and -

            


    

     

    
      	
              WHEREAS

            	
              Pursuant
      to the Appendix
      A and to Pimi 2008 Option Plan (the “Plan”), the Company has
      decided to grant Options to purchase Shares of the Company to the
      Optionee, and the Optionee has agreed to such grant, subject to all the
      terms and conditions as set forth in the Plan and as provided
      herein;

            


    

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

     

    NOW,
THEREFORE, it is agreed as follows:

     

     

    1.         Preamble
and Definitions

     

    
       

      
        
          	
                   
      

                	
                  1.1

                	
                  The
      preamble to this agreement constitutes an integral part
      hereof.

                
	 	 	 
	 	1.2	Unless
      otherwise defined herein, capitalized terms used herein shall have the
      meaning ascribed to them in the Appendix
      A.


        

      

         

      2.         Grant
of Options

    

     

    
      	
               
      

            	
              2.1

            	
              The
      Company hereby grants to the Optionee the number of Options as set forth
      in Appendix
      B hereto, each Option shall be exercisable for one Regular Share,
      upon payment of the Purchase Price as set forth in Appendix
      B, subject to the terms and the conditions as set forth in the
      Appendix A and as provided herein.

            


    

     

    
      	
               
      

            	
              2.2

            	
              The
      Optionee is aware that the Company intends in the future to issue
      additional shares and to grant additional options to various entities and
      individuals, as the Company in its sole discretion shall
      determine.

            


    

     

    3.       Period
of Option and Conditions of Exercise

     

    
      	
               
      

            	
              3.1

            	
              The
      terms of this Option Agreement shall commence on the Date of Grant and
      terminate at the Expiration Date, or at the time at which the Option
      expires pursuant to the terms of the Appendix A or pursuant to this Option
      Agreement.

            


    

     

    
      	
               
      

            	
              3.2

            	
              Options
      may be exercised only to purchase whole Shares, and in no case may a
      fraction of a Share be purchased. If any fractional Share would be
      deliverable upon exercise, such fraction shall be rounded up one-half or
      less, or otherwise rounded down, to the nearest whole
    number.

            


    

     

    4.     FIRST
ALTERNATIVE

     

    Notwithstanding
anything to the contrary in Section 8.1 of the Plan and in addition thereto, if
in any such Transaction as described in Section 8.1 of the Plan, the Successor
Company (or parent or subsidiary of the Successor Company) does not agree to
assume or substitute for the Options, the Vesting Dates shall be accelerated so
that any unvested Option shall be immediately vested in full as of the date
which is ten (10) days prior to the effective date of the Transaction, and the
Committee shall notify the Optionee that the unexercised Options are fully
exercisable for a period of ten (10) days from the date of such notice, and that
any unexercised Options shall terminate upon the expiration of such
period.

     

    If the
Successor Company (or parent or subsidiary of the Successor Company) agrees to
assume or substitute for the Options and Optionee’s employment with the
Successor Company is terminated by the Successor Company without “Cause” within
one year of the closing of such Transaction, the Vesting Dates shall be
accelerated so that any unvested portion of the substituted Option shall be
immediately vested in full as of the date of such termination without
Cause.

     

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

     

     

    5.         Vesting;
Period of Exercise

     

    
      	
               
      

            	
              Subject
      to the provisions of the Plan and Appendix A, Options shall vest and
      become exercisable according to the Vesting Dates set forth in
      Appendix B hereto, provided that the Optionee is an Employee of the
      Company and/or its Affiliates on the applicable Vesting Date.
      In case the Optionee is no longer an Employee of the Company and/or
      its Affiliates, the Optionee will be entitled to receive the Options which
      were accumulated on a quarterly basis, up to the date of termination of
      his employment with the company.

            


    

     

    
      	
               
      

            	
              All
      unexercised Options granted to the Optionee shall terminate and shall no
      longer be exercisable on the Expiration Date, as described the Appendix
      A.

            


    

     

    6.         Exercise
of Options

     

    
      	
               
      

            	
              6.1

            	
              Options
      may be exercised in accordance with the provisions of Section 9.1 of the
      Plan.

            


    

     

    
      	
               
      

            	
              6.2

            	
              In
      order for the Company to issue Shares upon the exercise of any of the
      Options, the Optionee hereby agrees to sign any and all documents required
      by any applicable law and/or by the Company's Articles of
      Association.

            


    

     

    
      	
               
      

            	
              6.3

            	
              The
      Company shall not be obligated to issue any Shares upon the exercise of an
      Option if such issuance, in the opinion of the Company, might constitute a
      violation by the Company of any provision of
  law.

            


    

     

    7.         Restrictions
on Transfer of Options and Shares

     

    
      	
               
      

            	
              7.1

            	
              The
      transfer of Options and the transfer of Shares to be issued upon exercise
      of the Options shall be subject to the limitations set forth in the Plan
      and in the Appendix A and in the Company’s Articles of
      Association.

            


    

     

    
      	
               
      

            	
              7.2

            	
              With
      respect to any Approved 102 Option, subject to the provisions of Section
      102 and any rules or regulation or orders or procedures promulgated
      thereunder, an Optionee shall not be entitled to sell or release from
      trust any Share received upon the exercise of an Approved 102 Option
      and/or any share received subsequently following any realization of
      rights, including without limitation, bonus shares, until the lapse of the
      Holding Period required under Section 102 of the
  Ordinance.

            


    

     

    
      	
               
      

            	
              7.3

            	
              With
      respect to Unapproved 102 Option, if the Optionee ceases to be employed by
      the Company or any Affiliate, the Optionee shall extend to the Company
      and/or its Affiliate a security or guarantee for the payment of tax due at
      the time of sale of Shares, all in accordance with the provisions of
      Section 102 and the rules, regulation or orders promulgated
      thereunder.

            


    

     

    
      	
               
      

            	
              7.4

            	
              The
      Optionee acknowledges that in the event Company's shares shall be
      registered for trading in any public market, the Optionee’s right to sell
      Shares may be subject to limitations (including a lock-up period), as will
      be requested by the Company or its underwriters, and the Optionee
      unconditionally agrees and accepts any such
  limitations.

            


    

     

    The
Optionee acknowledges that in order to enforce the above restriction, the
Company may impose stop-transfer instructions with respect to the exercised
Shares.

     

    
      	
               
      

            	
              7.5

            	
              The
      Optionee shall not dispose of any Shares in transactions which violate, in
      the opinion of the Company, any applicable laws, rules and
      regulations.

            


    

     

    
      	
               
      

            	
              7.6

            	
              The
      Optionee agrees that the Company shall have the authority to endorse upon
      the certificate or certificates representing the Shares such legends
      referring to the foregoing restrictions, and any other applicable
      restrictions as it may deem appropriate (which do not violate the
      Optionee's rights according to this Option
  Agreement).

            


    

     

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

     

    8.         Taxes;
Indemnification

     

    
      	
               
      

            	
              8.1

            	
              Any
      tax consequences arising from the grant or exercise of any Option, from
      the payment for Shares covered thereby or from any other event or act (of
      the Company and/or its Affiliates, the Trustee or the Optionee),
      hereunder, shall be borne solely by the Optionee. The Company and/or its
      Affiliates and/or the Trustee shall withhold taxes according to the
      requirements under the applicable laws, rules, and regulations, including
      withholding taxes at source. Furthermore, the Optionee hereby agrees to
      indemnify the Company and/or its Affiliates and/or the Trustee and hold
      them harmless
      against and from any and all liability for any such tax or interest or
      penalty thereon, including without limitation, liabilities relating to the
      necessity to withhold, or to have withheld, any such tax from any payment
      made to the Optionee.

            


    

     

    
      	
               
      

            	
              8.2

            	
              The
      Optionee will not be entitled to receive from the Company and/or the
      Trustee any Shares allocated or issued upon the exercise of Options prior
      to the full payments of the Optionee’s tax liabilities arising from
      Options which were granted to him and/or Shares issued upon the exercise
      of Options. For the avoidance of doubt, neither the Company nor the
      Trustee shall be required to release any share certificate to the Optionee
      until all payments required to be made by the Optionee have been fully
      satisfied.

            


    

     

    
      	
               
      

            	
              8.3

            	
              The
      receipt of the Options and the acquisition of the Shares to be issued upon
      the exercise of the Options may result in tax consequences. THE OPTIONEE
      IS ADVISED TO CONSULT A TAX ADVISER WITH RESPECT TO THE TAX CONSEQUENCES
      OF RECEIVING OR EXERCISING THIS OPTION OR DISPOSING OF THE
      SHARES.

            


    

     

    
      	
               
      

            	
              8.4

            	
              With
      respect to Approved 102 Options, the Optionee hereby acknowledges that he
      is familiar with the provisions of Section 102 and the regulations and
      rules promulgated thereunder, including without limitations the type of
      Option granted hereunder and the tax implications applicable to such
      grant. The Optionee accepts the provisions of the trust agreement signed
      between the Company and the Trustee, attached as Appendix
      C hereto, and agrees to be bound by its
  terms.

            


    

     

    
      	
              19.1.  

            	
              9.           Miscellaneous

            


    

     

    
      	
              9.1

            	
              No
      Obligation to Exercise Options. The grant and acceptance of these
      Options imposes no obligation on the Optionee to exercise
      it.

            


    

     

    
      	
              9.2

            	
              Confidentiality.  The
      Optionee shall regard the information in this Option Agreement and its
      Appendixes attached hereto as confidential information and the Optionee
      shall not reveal its contents to anyone except when required by law or for
      the purpose of gaining legal or tax
  advice.

            


    

     

    
      	
              9.3

            	
              Continuation
      of Employment or Service.  Neither the Plan, the Appendix
      A nor this Option Agreement shall impose any obligation on the Company or
      an Affiliate to continue the Optionee’s employment or service and nothing
      in the Appendix A or in this Option Agreement shall confer upon the
      Optionee any right to continue in the employ or service of the Company
      and/or an Affiliate or restrict the right of the Company or an Affiliate
      to terminate such employment or service at any
      time.

            


    

     

    
      	
              9.4

            	
              Entire
      Agreement. Subject to the provisions of the Appendix A, to which
      this Option Agreement is subject, this Option Agreement, together with the
      Appendixs hereto, constitute the entire agreement between the Optionee and
      the Company with respect to Options granted hereunder, and supersedes all
      prior agreements, understandings and arrangements, oral or written,
      between the Optionee and the Company with respect to the subject matter
      hereof.

            


    

     

    
      	
              9.5

            	
              Failure
      to Enforce - Not a Waiver. The failure of any party to enforce at
      any time any provisions of this Option Agreement or the Appendix A shall
      in no way be construed to be a waiver of such provision or of any other
      provision hereof.

            


    

     

    
      	
              9.6

            	
              Provisions
      of the APPENDIX A. The Options provided for herein are granted
      pursuant to the Plan and Appendix A and said Options and this Option
      Agreement are in all respects governed by the Plan and Appendix A and
      subject to all of the terms and provisions of the Plan and Appendix
      A.

            


    

     

     

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

     

    Any
interpretation of this Option Agreement will be made in accordance with the the
Plan and Appendix A but in the event there is any contradiction between the
provisions of this Option Agreement and the Plan and/or Appendix A, the
provisions of the Option Agreement will prevail.

     

    
      	
              9.7

            	
              Binding
      Effect. The Plan, Appendix A and this Option Agreement shall be
      binding upon the heirs, executors, administrators and successors of the
      parties hereof.

            


    

     

    
      	
              9.8

            	
              Notices.
      All notices or other communications given or made hereunder shall be in
      writing and shall be delivered or mailed by registered mail or delivered
      by email or facsimile with written confirmation of receipt to the Optionee
      and/or to the Company at the addresses shown on the letterhead above, or
      at such other place as the Company may designate by written notice to the
      Optionee. The Optionee is responsible for notifying the Company in writing
      of any change in the Optionee’s address, and the Company shall be deemed
      to have complied with any obligation to provide the Optionee with notice
      by sending such notice to the address indicated
      below.

            


    

     

     

    
      	
               
      

            	
              Company’s
      Signature:

            


    

     

     

    
      	
               
      

            	
              Name:
      __________________________

            


    

     

     

    
      	
               
      

            	
              Position:_________________________

            


    

     

     

    
      	
               
      

            	
              Signature:
      _______________________

            


    

     

     

     

     

     

    I, the
undersigned, hereby acknowledge receipt of a copy of the Plan, Appendix A and
accept the Options subject to all of the terms and provisions thereof. I have
reviewed the Plan, Appendix A and this Option Agreement in its entirety, have
had an opportunity to obtain the advice of counsel prior to executing this
Option Agreement, and fully understand all provisions of this Option Agreement.
I agree to notify the Company upon any change in the residence address indicated
above.

     

     

    
      
        	 	 	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ 	 
	 	 	Date  Optionee’s
      Signature	 
	 	 	 	 
	 	 	 	 


      

    

     

     

    
      	
              Attachments:
      

            	
              Appendix
      A:    Pimi
      2008 Share Option
Plan

            


    

     

    
      	
              Appendix
      B:

            	
              Terms
      of the Option

            


    

     

    
      	
              Appendix
      C:

            	
              Trust
      Agreement

            


    

     

     

     

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    
 

    
       

      APPENDIX
B

       

       

      TERMS OF THE
OPTION

       

       

      


       

      
        
          
            	
                    Name
      of the Optionee:

                  	
                    Avi
      Lifshitz, Cpa

                  
	

                    Date
      of Grant:

                  	1.10.2008
	
                    Designation:

                  	
                    Approved
      102 Option:  Capital Gain Option (CGO)

                  
	
                    1.           Number
      of Options granted:

                  	
                    62,355

                  
	
                    2.           Purchase
      Price:

                  	
                    Last
      round of Investment Price

                  
	
                    3.           Vesting
      Dates:

                  	 
      


          

        

      

       

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    Number of Options

                                  	
                                     

                                  	Vesting Date
	
                                    15,588

                                  	
                                     

                                  	1.10.2009
	
                                    15,589

                                  	
                                     

                                  	1.10.2010
	
                                    15,589

                                  	
                                     

                                  	
                                    1.10.2011

                                  
	
                                    15,589

                                  	
                                    1.1   1.

                                  	1.10.2012


                          

                        

                      

                    

                  

                   

                  	
                          4.            Expiration
      Date:

                        	
                          1.10.2018

                        


                

              

            

          

        

      

       

      


    

     

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

     

    Pimi
Agro Clean Technologies  LTD.

     

     

    OPTION
AGREEMENT

     

     

    Made as of the _____day of
_______, 2008

     

     

    
      
         

         

        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	
                                                  BETWEEN: 

                                                	
                                                  Pimi
      Agro Clean Technologies Ltd

                                                	 
      
	 
      	
                                                    

                                                	 
      
	 
      	
                                                  (previously
      "Pimi Marion Holdings Ltd.")

                                                	 
      
	 
      	 
      	 
      
	 
      	
                                                  A
      company incorporated in Israel

                                                	 
      
	 
      	 
      	 
      
	 
      	
                                                  registered
      office is at P.O. Box 117

                                                	 
      
	 
      	 
      	 
      
	 	Hutzot
      Alonim 30049, Israel	 
	 	 	 
	 	(hereinafter the
      “Company”)	 
	 	 	 
	 	on the one
part	 
	 	 	 
	AND: 	Doron
      Shorrer 	 
	 	 	 
	 	I.D.
      No. ________	 
	 	 	 
	 	
                                                   __________________,
      Israel

                                                	 
	 	 	 
	 	(hereinafter the
      “Optionee”)	 
	 	 	 
	 	on the other
      part	 
	 	 	 


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      	
              WHEREAS

            	
              On
      September 7, 2008, the Company duly adopted and the Board approved the
      “Pimi 2008 Option Plan” a copy of which is attached as Appendix
      A hereto, forming an integral part hereof (the “Appendix
      A”); and -

            


    

     

    
      	
              WHEREAS

            	
              Pursuant
      to the Appendix
      A and to Pimi 2008 Option Plan (the “Plan”), the Company has
      decided to grant Options to purchase Shares of the Company to the
      Optionee, and the Optionee has agreed to such grant, subject to all the
      terms and conditions as set forth in the Plan and as provided
      herein;

            


    

     

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

     

    NOW,
THEREFORE, it is agreed as follows:

     

    1.         Preamble
and Definitions

     

    
       

      
        
          	
                   
      

                	
                  1.1

                	
                  The preamble to this agreement constitutes
      an integral part hereof.

                
	 	 	 
	 	1.2	Unless
      otherwise defined herein, capitalized terms used herein shall have the
      meaning ascribed to them in the Appendix
      A.


        

      

    

     

    2.         Grant
of Options

     

    
      	
               
      

            	
              2.1

            	
              The
      Company hereby grants to the Optionee the number of Options as set forth
      in Appendix
      B hereto, each Option shall be exercisable for one Regular Share,
      upon payment of the Purchase Price as set forth in Appendix
      B, subject to the terms and the conditions as set forth in the
      Appendix A and as provided herein.

            


    

     

    
      	
               
      

            	
              2.2

            	
              The
      Optionee is aware that the Company intends in the future to issue
      additional shares and to grant additional options to various entities and
      individuals, as the Company in its sole discretion shall
      determine.

            


    

     

    3.       Period
of Option and Conditions of Exercise

     

    
      	
               
      

            	
              3.1

            	
              The
      terms of this Option Agreement shall commence on the Date of Grant and
      terminate at the Expiration Date, or at the time at which the Option
      expires pursuant to the terms of the Appendix A or pursuant to this Option
      Agreement.

            


    

     

    
      	
               
      

            	
              3.2

            	
              Options
      may be exercised only to purchase whole Shares, and in no case may a
      fraction of a Share be purchased. If any fractional Share would be
      deliverable upon exercise, such fraction shall be rounded up one-half or
      less, or otherwise rounded down, to the nearest whole
    number.

            


    

     

    4.     FIRST
ALTERNATIVE

     

    Notwithstanding
anything to the contrary in Section 8.1 of the Plan and in addition thereto, if
in any such Transaction as described in Section 8.1 of the Plan, the Successor
Company (or parent or subsidiary of the Successor Company) does not agree to
assume or substitute for the Options, the Vesting Dates shall be accelerated so
that any unvested Option shall be immediately vested in full as of the date
which is ten (10) days prior to the effective date of the Transaction, and the
Committee shall notify the Optionee that the unexercised Options are fully
exercisable for a period of ten (10) days from the date of such notice, and that
any unexercised Options shall terminate upon the expiration of such
period.

     

    If the
Successor Company (or parent or subsidiary of the Successor Company) agrees to
assume or substitute for the Options and Optionee’s employment with the
Successor Company is terminated by the Successor Company without “Cause” within
one year of the closing of such Transaction, the Vesting Dates shall be
accelerated so that any unvested portion of the substituted Option shall be
immediately vested in full as of the date of such termination without
Cause.

     

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

     

    5.         Vesting;
Period of Exercise

     

     

    
      	
               
      

            	
              Subject
      to the provisions of the Plan and Appendix A, Options shall vest and
      become exercisable according to the Vesting Dates set forth in
      Appendix B hereto, provided that the Optionee is an Employee of the
      Company and/or its Affiliates on the applicable Vesting Date.
      In case the Optionee is no longer an Employee of the Company and/or
      its Affiliates, the Optionee will be entitled to receive the Options which
      were accumulated on a quarterly basis, up to the date of termination of
      his employment with the company.

            


    

     

    
      	
               
      

            	
              All
      unexercised Options granted to the Optionee shall terminate and shall no
      longer be exercisable on the Expiration Date, as described the Appendix
      A.

            


    

     

    6.         Exercise
of Options

     

    
      	
               
      

            	
              6.1

            	
              Options
      may be exercised in accordance with the provisions of Section 9.1 of the
      Plan.

            


    

     

    
      	
               
      

            	
              6.2

            	
              In
      order for the Company to issue Shares upon the exercise of any of the
      Options, the Optionee hereby agrees to sign any and all documents required
      by any applicable law and/or by the Company's Articles of
      Association.

            


    

     

    
      	
               
      

            	
              6.3

            	
              The
      Company shall not be obligated to issue any Shares upon the exercise of an
      Option if such issuance, in the opinion of the Company, might constitute a
      violation by the Company of any provision of
  law.

            


    

     

    7.         Restrictions
on Transfer of Options and Shares

     

    
      	
               
      

            	
              7.1

            	
              The
      transfer of Options and the transfer of Shares to be issued upon exercise
      of the Options shall be subject to the limitations set forth in the Plan
      and in the Appendix A and in the Company’s Articles of
      Association.

            


    

     

    
      	
               
      

            	
              7.2

            	
              With
      respect to any Approved 102 Option, subject to the provisions of Section
      102 and any rules or regulation or orders or procedures promulgated
      thereunder, an Optionee shall not be entitled to sell or release from
      trust any Share received upon the exercise of an Approved 102 Option
      and/or any share received subsequently following any realization of
      rights, including without limitation, bonus shares, until the lapse of the
      Holding Period required under Section 102 of the
  Ordinance.

            


    

     

    
      	
               
      

            	
              7.3

            	
              With
      respect to Unapproved 102 Option, if the Optionee ceases to be employed by
      the Company or any Affiliate, the Optionee shall extend to the Company
      and/or its Affiliate a security or guarantee for the payment of tax due at
      the time of sale of Shares, all in accordance with the provisions of
      Section 102 and the rules, regulation or orders promulgated
      thereunder.

            


    

     

    
      	
               
      

            	
              7.4

            	
              The
      Optionee acknowledges that in the event Company's shares shall be
      registered for trading in any public market, the Optionee’s right to sell
      Shares may be subject to limitations (including a lock-up period), as will
      be requested by the Company or its underwriters, and the Optionee
      unconditionally agrees and accepts any such
  limitations.

            


    

     

    The
Optionee acknowledges that in order to enforce the above restriction, the
Company may impose stop-transfer instructions with respect to the exercised
Shares.

     

    
      	
               
      

            	
              7.5

            	
              The
      Optionee shall not dispose of any Shares in transactions which violate, in
      the opinion of the Company, any applicable laws, rules and
      regulations.

            


    

     

    
      	
               
      

            	
              7.6

            	
              The
      Optionee agrees that the Company shall have the authority to endorse upon
      the certificate or certificates representing the Shares such legends
      referring to the foregoing restrictions, and any other applicable
      restrictions as it may deem appropriate (which do not violate the
      Optionee's rights according to this Option
  Agreement).

            


    

     

     

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

     

    8.         Taxes;
Indemnification

     

     

    
      	
               
      

            	
              8.1

            	
              Any
      tax consequences arising from the grant or exercise of any Option, from
      the payment for Shares covered thereby or from any other event or act (of
      the Company and/or its Affiliates, the Trustee or the Optionee),
      hereunder, shall be borne solely by the Optionee. The Company and/or its
      Affiliates and/or the Trustee shall withhold taxes according to the
      requirements under the applicable laws, rules, and regulations, including
      withholding taxes at source. Furthermore, the Optionee hereby agrees to
      indemnify the Company and/or its Affiliates and/or the Trustee and hold
      them harmless
      against and from any and all liability for any such tax or interest or
      penalty thereon, including without limitation, liabilities relating to the
      necessity to withhold, or to have withheld, any such tax from any payment
      made to the Optionee.

            


    

     

    
      	
               
      

            	
              8.2

            	
              The
      Optionee will not be entitled to receive from the Company and/or the
      Trustee any Shares allocated or issued upon the exercise of Options prior
      to the full payments of the Optionee’s tax liabilities arising from
      Options which were granted to him and/or Shares issued upon the exercise
      of Options. For the avoidance of doubt, neither the Company nor the
      Trustee shall be required to release any share certificate to the Optionee
      until all payments required to be made by the Optionee have been fully
      satisfied.

            


    

     

    
      	
               
      

            	
              8.3

            	
              The
      receipt of the Options and the acquisition of the Shares to be issued upon
      the exercise of the Options may result in tax consequences. THE OPTIONEE
      IS ADVISED TO CONSULT A TAX ADVISER WITH RESPECT TO THE TAX CONSEQUENCES
      OF RECEIVING OR EXERCISING THIS OPTION OR DISPOSING OF THE
      SHARES.

            


    

     

    
      	
               
      

            	
              8.4

            	
              With
      respect to Approved 102 Options, the Optionee hereby acknowledges that he
      is familiar with the provisions of Section 102 and the regulations and
      rules promulgated thereunder, including without limitations the type of
      Option granted hereunder and the tax implications applicable to such
      grant. The Optionee accepts the provisions of the trust agreement signed
      between the Company and the Trustee, attached as Appendix
      C hereto, and agrees to be bound by its
  terms.

            


    

     

    
      	
              21.1.  

            	
              9.           Miscellaneous

            


    

     

    
      	
              9.1

            	
              No
      Obligation to Exercise Options. The grant and acceptance of these
      Options imposes no obligation on the Optionee to exercise
      it.

            


    

     

    
      	
              9.2

            	
              Confidentiality.  The
      Optionee shall regard the information in this Option Agreement and its
      Appendixes attached hereto as confidential information and the Optionee
      shall not reveal its contents to anyone except when required by law or for
      the purpose of gaining legal or tax
  advice.

            


    

     

    
      	
              9.3

            	
              Continuation
      of Employment or Service.  Neither the Plan, the Appendix
      A nor this Option Agreement shall impose any obligation on the Company or
      an Affiliate to continue the Optionee’s employment or service and nothing
      in the Appendix A or in this Option Agreement shall confer upon the
      Optionee any right to continue in the employ or service of the Company
      and/or an Affiliate or restrict the right of the Company or an Affiliate
      to terminate such employment or service at any
      time.

            


    

     

    
      	
              9.4

            	
              Entire
      Agreement. Subject to the provisions of the Appendix A, to which
      this Option Agreement is subject, this Option Agreement, together with the
      Appendixs hereto, constitute the entire agreement between the Optionee and
      the Company with respect to Options granted hereunder, and supersedes all
      prior agreements, understandings and arrangements, oral or written,
      between the Optionee and the Company with respect to the subject matter
      hereof.

            


    

     

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

     

     

    
      	
              9.5

            	
              Failure
      to Enforce - Not a Waiver. The failure of any party to enforce at
      any time any provisions of this Option Agreement or the Appendix A shall
      in no way be construed to be a waiver of such provision or of any other
      provision hereof.

            


    

     

    
      	
              9.6

            	
              Provisions
      of the APPENDIX A. The Options provided for herein are granted
      pursuant to the Plan and Appendix A and said Options and this Option
      Agreement are in all respects governed by the Plan and Appendix A and
      subject to all of the terms and provisions of the Plan and Appendix
      A.

            


    

     

    Any
interpretation of this Option Agreement will be made in accordance with the the
Plan and Appendix A but in the event there is any contradiction between the
provisions of this Option Agreement and the Plan and/or Appendix A, the
provisions of the Option Agreement will prevail.

     

    
      	
              9.7

            	
              Binding
      Effect. The Plan, Appendix A and this Option Agreement shall be
      binding upon the heirs, executors, administrators and successors of the
      parties hereof.

            


    

     

    
      	
              9.8

            	
              Notices.
      All notices or other communications given or made hereunder shall be in
      writing and shall be delivered or mailed by registered mail or delivered
      by email or facsimile with written confirmation of receipt to the Optionee
      and/or to the Company at the addresses shown on the letterhead above, or
      at such other place as the Company may designate by written notice to the
      Optionee. The Optionee is responsible for notifying the Company in writing
      of any change in the Optionee’s address, and the Company shall be deemed
      to have complied with any obligation to provide the Optionee with notice
      by sending such notice to the address indicated
      below.

            


    

     

    
      	
               
      

            	
              Company’s
      Signature:

            


    

     

     

    
      	
               
      

            	
              Name:
      __________________________________

            


    

     

     

    
      	
               
      

            	
              Position:_________________________________

            


    

     

     

    
      	
               
      

            	
              Signature:
      _______________________________

            


    

     

    I, the
undersigned, hereby acknowledge receipt of a copy of the Plan, Appendix A and
accept the Options subject to all of the terms and provisions thereof. I have
reviewed the Plan, Appendix A and this Option Agreement in its entirety, have
had an opportunity to obtain the advice of counsel prior to executing this
Option Agreement, and fully understand all provisions of this Option Agreement.
I agree to notify the Company upon any change in the residence address indicated
above.

     

     

    ______________________________________                ______________________________________    

     

    
      
        	 	 	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ 	 
	 	 	 Date  Optionee’s
      Signature	 
	 	 	 	 
	 	 	 	 


      

    

     

    
      	
              Attachments:
      

            	
              Appendix
      A:   Pimi
      2008 Share Option
Plan

            


    

     

    
      	
              Appendix
      B:

            	
              Terms
      of the Option

            


    

     

    
      	
              Appendix
      C:

            	
              Trust
      Agreement

            


    

     

     

     

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

     

     

    APPENDIX
B

     

    TERMS
OF THE OPTION

     

     

    
      
        
          	
                  Name
      of the Optionee:

                	
                  Doron
      Shorrer

                
	Date:
      of Grant	1.12.2008
	
                  Designation:

                	
                  Approved
      102 Option:  Capital Gain Option (CGO)

                
	
                  1.           Number
      of Options granted:

                	
                  31,177

                
	
                  2.           Purchase
      Price:

                	
                  Last
      round of Investment Price

                
	
                  3.           Vesting
      Dates:

                	 
      


        

      

    

     

     

    
      	 
      	
              Number
      of Options

            	
              Vesting
      Date

            	 
      
	 
      	
              15,588

            	
              1.12.2009

            	 
      
	 
      	
              15,589

            	
              1.12.2010

            	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
              4.           Expiration
      Date:

            	
              1.12.2018

            


    

     

     

    
      ______________________________________                ______________________________________    

    

     

     

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

     

     

    Pimi
Agro Clean Technologies  LTD.

     

     

    OPTION
AGREEMENT

     

     

    Made as of the 19 day of
January, 2009

     

    
    

     

    
      	BETWEEN: 	Pimi Agro Clean Technologies
      Ltd.	 
	 	 	 
	 	(previously "Pimi
      Marion Holdings Ltd.")	 
	 	 	 
	 	A company
      incorporated in Israel	 
	 	 	 
	 	registered office is
      at P.O. Box 117	 
	 	 	 
	 	Hutzot Alonim 30049,
      Israel	 
	 	 	 
	 	(hereinafter the
      “Company”)	 
	 	 	 
	 	on the one
part	 
	 	 	 
	AND:	Youval
      Saly 	 
	 	 	 
	 	I.D. No.
      54960158	 
	 	 	 
	 	Hashomrim St 2a,
      Kiryat Tivon, Israel	 
	 	 	 
	 	(hereinafter the
      “Optionee”)	 
	 	 	 
	 	on the other
      part	 
	 	 	 
	 	 	 


    

     

    
      	
              WHEREAS

            	
              On
      September 7, 2008, the Company duly adopted and the Board approved the
      “Pimi 2008 Option Plan” a copy of which is attached as Appendix
      A hereto, forming an integral part hereof (the “Appendix
      A”); and -

            


    

     

    
      	
              WHEREAS

            	
              Pursuant
      to the Appendix
      A and to Pimi 2008 Option Plan (the “Plan”), the Company has
      decided to grant Options to purchase Shares of the Company to the
      Optionee, and the Optionee has agreed to such grant, subject to all the
      terms and conditions as set forth in the Plan and as provided
      herein;

            


    

     

     

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

     

    NOW,
THEREFORE, it is agreed as follows:

     

    1.         Preamble
and Definitions

     

    
       

      
        
          	
                   
      

                	
                  1.1

                	
                  The
      preamble to this agreement constitutes an integral part
      hereof.

                
	 	 	 
	 	1.2	Unless
      otherwise defined herein, capitalized terms used herein shall have the
      meaning ascribed to them in the Appendix
      A.


        

      

    

     

    2.         Grant
of Options

     

    
      	
               
      

            	
              2.1

            	
              The
      Company hereby grants to the Optionee the number of Options as set forth
      in Appendix
      B hereto, each Option shall be exercisable for one Regular Share,
      upon payment of the Purchase Price as set forth in Appendix
      B, subject to the terms and the conditions as set forth in the
      Appendix A and as provided herein.

            


    

     

    
      	
               
      

            	
              2.2

            	
              The
      Optionee is aware that the Company intends in the future to issue
      additional shares and to grant additional options to various entities and
      individuals, as the Company in its sole discretion shall
      determine.

            


    

     

    3.       Period
of Option and Conditions of Exercise

     

    
      	
               
      

            	
              3.1

            	
              The
      terms of this Option Agreement shall commence on the Date of Grant and
      terminate at the Expiration Date, or at the time at which the Option
      expires pursuant to the terms of the Appendix A or pursuant to this Option
      Agreement.

            


    

     

    
      	
               
      

            	
              3.2

            	
              Options
      may be exercised only to purchase whole Shares, and in no case may a
      fraction of a Share be purchased. If any fractional Share would be
      deliverable upon exercise, such fraction shall be rounded up one-half or
      less, or otherwise rounded down, to the nearest whole
    number.

            


    

     

    4.     FIRST
ALTERNATIVE

     

    Notwithstanding
anything to the contrary in Section 8.1 of the Plan and in addition thereto, if
in any such Transaction as described in Section 8.1 of the Plan, the Successor
Company (or parent or subsidiary of the Successor Company) does not agree to
assume or substitute for the Options, the Vesting Dates shall be accelerated so
that any unvested Option shall be immediately vested in full as of the date
which is ten (10) days prior to the effective date of the Transaction, and the
Committee shall notify the Optionee that the unexercised Options are fully
exercisable for a period of ten (10) days from the date of such notice, and that
any unexercised Options shall terminate upon the expiration of such
period.

     

    If the
Successor Company (or parent or subsidiary of the Successor Company) agrees to
assume or substitute for the Options and Optionee’s employment with the
Successor Company is terminated by the Successor Company without “Cause” within
one year of the closing of such Transaction, the Vesting Dates shall be
accelerated so that any unvested portion of the substituted Option shall be
immediately vested in full as of the date of such termination without
Cause.

     

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

     

     

    5.         Vesting;
Period of Exercise

     

    
      	
               
      

            	
              Subject
      to the provisions of the Plan and Appendix A, Options shall vest and
      become exercisable according to the Vesting Dates set forth in
      Appendix B hereto, provided that the Optionee is an Employee of the
      Company and/or its Affiliates on the applicable Vesting Date.
      In case the Optionee is no longer an Employee of the Company and/or
      its Affiliates, the Optionee will be entitled to receive the Options which
      were accumulated on a quarterly basis, up to the date of termination of
      his employment with the company.

            


    

     

    
      	
               
      

            	
              All
      unexercised Options granted to the Optionee shall terminate and shall no
      longer be exercisable on the Expiration Date, as described the Appendix
      A.

            


    

     

    6.         Exercise
of Options

     

    
      	
               
      

            	
              6.1

            	
              Options
      may be exercised in accordance with the provisions of Section 9.1 of the
      Plan.

            


    

     

    
      	
               
      

            	
              6.2

            	
              In
      order for the Company to issue Shares upon the exercise of any of the
      Options, the Optionee hereby agrees to sign any and all documents required
      by any applicable law and/or by the Company's Articles of
      Association.

            


    

     

    
      	
               
      

            	
              6.3

            	
              The
      Company shall not be obligated to issue any Shares upon the exercise of an
      Option if such issuance, in the opinion of the Company, might constitute a
      violation by the Company of any provision of
  law.

            


    

     

    7.         Restrictions
on Transfer of Options and Shares

     

    
      	
               
      

            	
              7.1

            	
              The
      transfer of Options and the transfer of Shares to be issued upon exercise
      of the Options shall be subject to the limitations set forth in the Plan
      and in the Appendix A and in the Company’s Articles of
      Association.

            


    

     

    
      	
               
      

            	
              7.2

            	
              With
      respect to any Approved 102 Option, subject to the provisions of Section
      102 and any rules or regulation or orders or procedures promulgated
      thereunder, an Optionee shall not be entitled to sell or release from
      trust any Share received upon the exercise of an Approved 102 Option
      and/or any share received subsequently following any realization of
      rights, including without limitation, bonus shares, until the lapse of the
      Holding Period required under Section 102 of the
  Ordinance.

            


    

     

    
      	
               
      

            	
              7.3

            	
              With
      respect to Unapproved 102 Option, if the Optionee ceases to be employed by
      the Company or any Affiliate, the Optionee shall extend to the Company
      and/or its Affiliate a security or guarantee for the payment of tax due at
      the time of sale of Shares, all in accordance with the provisions of
      Section 102 and the rules, regulation or orders promulgated
      thereunder.

            


    

     

    
      	
               
      

            	
              7.4

            	
              The
      Optionee acknowledges that in the event Company's shares shall be
      registered for trading in any public market, the Optionee’s right to sell
      Shares may be subject to limitations (including a lock-up period), as will
      be requested by the Company or its underwriters, and the Optionee
      unconditionally agrees and accepts any such
  limitations.

            


    

     

    The
Optionee acknowledges that in order to enforce the above restriction, the
Company may impose stop-transfer instructions with respect to the exercised
Shares.

     

    
      	
               
      

            	
              7.5

            	
              The
      Optionee shall not dispose of any Shares in transactions which violate, in
      the opinion of the Company, any applicable laws, rules and
      regulations.

            


    

     

    
      	
               
      

            	
              7.6

            	
              The
      Optionee agrees that the Company shall have the authority to endorse upon
      the certificate or certificates representing the Shares such legends
      referring to the foregoing restrictions, and any other applicable
      restrictions as it may deem appropriate (which do not violate the
      Optionee's rights according to this Option
  Agreement).

            


    

     

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

     

    8.         Taxes;
Indemnification

     

    
      	
               
      

            	
              8.1

            	
              Any
      tax consequences arising from the grant or exercise of any Option, from
      the payment for Shares covered thereby or from any other event or act (of
      the Company and/or its Affiliates, the Trustee or the Optionee),
      hereunder, shall be borne solely by the Optionee. The Company and/or its
      Affiliates and/or the Trustee shall withhold taxes according to the
      requirements under the applicable laws, rules, and regulations, including
      withholding taxes at source. Furthermore, the Optionee hereby agrees to
      indemnify the Company and/or its Affiliates and/or the Trustee and hold
      them harmless
      against and from any and all liability for any such tax or interest or
      penalty thereon, including without limitation, liabilities relating to the
      necessity to withhold, or to have withheld, any such tax from any payment
      made to the Optionee.

            


    

     

    
      	
               
      

            	
              8.2

            	
              The
      Optionee will not be entitled to receive from the Company and/or the
      Trustee any Shares allocated or issued upon the exercise of Options prior
      to the full payments of the Optionee’s tax liabilities arising from
      Options which were granted to him and/or Shares issued upon the exercise
      of Options. For the avoidance of doubt, neither the Company nor the
      Trustee shall be required to release any share certificate to the Optionee
      until all payments required to be made by the Optionee have been fully
      satisfied.

            


    

     

    
      	
               
      

            	
              8.3

            	
              The
      receipt of the Options and the acquisition of the Shares to be issued upon
      the exercise of the Options may result in tax consequences. THE OPTIONEE
      IS ADVISED TO CONSULT A TAX ADVISER WITH RESPECT TO THE TAX CONSEQUENCES
      OF RECEIVING OR EXERCISING THIS OPTION OR DISPOSING OF THE
      SHARES.

            


    

     

    
      	
               
      

            	
              8.4

            	
              With
      respect to Approved 102 Options, the Optionee hereby acknowledges that he
      is familiar with the provisions of Section 102 and the regulations and
      rules promulgated thereunder, including without limitations the type of
      Option granted hereunder and the tax implications applicable to such
      grant. The Optionee accepts the provisions of the trust agreement signed
      between the Company and the Trustee, attached as Appendix
      C hereto, and agrees to be bound by its
  terms.

            


    

     

    
      	
              23.1.  

            	
              9.           Miscellaneous

            


    

     

    
      	
              9.1

            	
              No
      Obligation to Exercise Options. The grant and acceptance of these
      Options imposes no obligation on the Optionee to exercise
      it.

            


    

     

    
      	
              9.2

            	
              Confidentiality.  The
      Optionee shall regard the information in this Option Agreement and its
      Appendixes attached hereto as confidential information and the Optionee
      shall not reveal its contents to anyone except when required by law or for
      the purpose of gaining legal or tax
  advice.

            


    

     

    
      	
              9.3

            	
              Continuation
      of Employment or Service.  Neither the Plan, the Appendix
      A nor this Option Agreement shall impose any obligation on the Company or
      an Affiliate to continue the Optionee’s employment or service and nothing
      in the Appendix A or in this Option Agreement shall confer upon the
      Optionee any right to continue in the employ or service of the Company
      and/or an Affiliate or restrict the right of the Company or an Affiliate
      to terminate such employment or service at any
      time.

            


    

     

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

     

    
      	
              9.4

            	
              Entire
      Agreement. Subject to the provisions of the Appendix A, to which
      this Option Agreement is subject, this Option Agreement, together with the
      Appendixs hereto, constitute the entire agreement between the Optionee and
      the Company with respect to Options granted hereunder, and supersedes all
      prior agreements, understandings and arrangements, oral or written,
      between the Optionee and the Company with respect to the subject matter
      hereof.

            


    

     

    
      	
              9.5

            	
              Failure
      to Enforce - Not a Waiver. The failure of any party to enforce at
      any time any provisions of this Option Agreement or the Appendix A shall
      in no way be construed to be a waiver of such provision or of any other
      provision hereof.

            


    

     

    
      	
              9.6

            	
              Provisions
      of the APPENDIX A. The Options provided for herein are granted
      pursuant to the Plan and Appendix A and said Options and this Option
      Agreement are in all respects governed by the Plan and Appendix A and
      subject to all of the terms and provisions of the Plan and Appendix
      A.

            


    

     

    Any
interpretation of this Option Agreement will be made in accordance with the the
Plan and Appendix A but in the event there is any contradiction between the
provisions of this Option Agreement and the Plan and/or Appendix A, the
provisions of the Option Agreement will prevail.

     

    
      	
              9.7

            	
              Binding
      Effect. The Plan, Appendix A and this Option Agreement shall be
      binding upon the heirs, executors, administrators and successors of the
      parties hereof.

            


    

     

    
      	
              9.8

            	
              Notices.
      All notices or other communications given or made hereunder shall be in
      writing and shall be delivered or mailed by registered mail or delivered
      by email or facsimile with written confirmation of receipt to the Optionee
      and/or to the Company at the addresses shown on the letterhead above, or
      at such other place as the Company may designate by written notice to the
      Optionee. The Optionee is responsible for notifying the Company in writing
      of any change in the Optionee’s address, and the Company shall be deemed
      to have complied with any obligation to provide the Optionee with notice
      by sending such notice to the address indicated
      below.

            


    

     

    
      	
               
      

            	
              Company’s
      Signature:

            


    

     

     

    
      	
               
      

            	
              Name:
      ________________________________________

            


    

     

     

    
      	
               
      

            	
              Position:_______________________________________

            


    

     

     

    
      	
               
      

            	
              Signature:
      _____________________________________

            


    

     

     

    I, the
undersigned, hereby acknowledge receipt of a copy of the Plan, Appendix A and
accept the Options subject to all of the terms and provisions thereof. I have
reviewed the Plan, Appendix A and this Option Agreement in its entirety, have
had an opportunity to obtain the advice of counsel prior to executing this
Option Agreement, and fully understand all provisions of this Option Agreement.
I agree to notify the Company upon any change in the residence address indicated
above.

     

    
      
        	 	 	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ 	 
	 	 	Date  Optionee’s
      Signature	 
	 	 	 	 
	 	 	 	 


      

    

     

    
      	
              Attachments:
      

            	
              Appendix
      A:   Pimi
      2008 Share Option
Plan

            


    

     

    
      	
              Appendix
      B:

            	
              Terms
      of the Option

            


    

     

    
      	
              Appendix
      C:

            	
              Trust
      Agreement

            


    

     

     

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

     

    APPENDIX
B

     

    TERMS
OF THE OPTION

     

     

     

     

    
      
        
          	
                  Name
      of the Optionee:

                	
                  Youval
      Saly

                
	

                  Date
      of Grant:

                	1.12.2017 
	
                  Designation:

                	
                  Approved
      102 Option:  Capital Gain Option (CGO)

                
	
                  1.           Number
      of Options granted:

                	
                  311,773

                
	
                  2.           Purchase
      Price:

                	
                  0.01

                
	
                  3.           Vesting
      Dates:

                	 
      


        

      

    

     

    
      	 
      	
              Number
      of Options

            	
              Vesting
      Date

            	 
      
	 
      	
              77,943

            	
              1.12.2008

            	 
      
	 
      	
              77,943

            	
              1.12.2009

            	 
      
	 
      	
              77,943

            	
              1.12.2010

            	 
      
	 
      	
              77,944

            	
              1.1   1.1.12.2011

            	 
      
	
              4.          
      Expiration Date:

            	
              1.12.2017

            


    

     

     

     

    ________________________________________                                                                      _________________________________________

     

     

     

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

     

     

     

    Pimi
Agro Clean Technologies LTD.

     

     

    OPTION
AGREEMENT

     

     

    Made as of the _____day of
_______, 2008

     

     

     

    
       

       

      
        
          
            
              
                
                  
                    
                      
                        	
                                BETWEEN:  

                              	
                                Pimi
      Agro Clean Technologies Ltd.

                              	 
      
	 
      	 
      	 
      
	 
      	
                                A
      company incorporated in Israel

                              	 
      
	 
      	 
      	 
      
	 
      	
                                registered
      office is at P.O. Box 117

                              	 
      
	 
      	 
      	 
      
	 
      	
                                Hutzot
      Alonim 30049, Israel

                              	 
      
	 
      	 
      	 
      
	 
      	
                                (hereinafter
      the “Company”)

                              	 
      
	 
      	 
      	 
      
	 
      	
                                on
      the one part

                              	 
      
	 
      	 
      	 
      
	
                                 AND: 

                              	
                                Prof.
      Ilan Chet

                              	 
      
	 
      	 
      	 
      
	 
      	
                                I.D.
      No. 635905-3

                              	 
      
	 
      	 
      	 
      
	 
      	
                                2
      Huberman St. Tel Aviv, Israel

                              	 
      
	 
      	 
      	 
      
	 
      	
                                (hereinafter
      the “Optionee”)

                              	 
      
	 
      	 
      	 
      
	 
      	
                                on
      the other part

                              	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      

 

                    

                  

                

              

            

          

        

      

    

    
      	
              WHEREAS

            	
              On
      September 7, 2008, the Company duly adopted and the Board approved the
      “Pimi  2008 Option Plan” a copy of which is attached as Appendix
      A hereto, forming an integral part hereof (the “Appendix
      A”); and -

            


    

     

    
      	
              WHEREAS

            	
              Pursuant
      to the Appendix
      A and to Pimi Marion Holdings Ltd. 2008 Option Plan (the “Plan”),
      the Company has decided to grant Options to purchase Shares of the Company
      to the Optionee, and the Optionee has agreed to such grant, subject to all
      the terms and conditions as set forth in the Plan and as provided
      herein;

            


    

     

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

     

    NOW,
THEREFORE, it is agreed as follows:

     

    1.         Preamble
and Definitions

    
       

      
        
          	
                   
      

                	
                  1.1

                	
                  The
      preamble to this agreement constitutes an integral part
      hereof.

                
	 	 	 
	 	1.2	Unless
      otherwise defined herein, capitalized terms used herein shall have the
      meaning ascribed to them in the Appendix
      A.


        

      

    

     

    2.         Grant
of Options

     

    
      	
               
      

            	
              2.1

            	
              The
      Company hereby grants to the Optionee the number of Options as set forth
      in Appendix
      B hereto, each Option shall be exercisable for one Regular Share,
      upon payment of the Purchase Price as set forth in Appendix
      B, subject to the terms and the conditions as set forth in the
      Appendix A and as provided herein.

            


    

     

    
      	
               
      

            	
              2.2

            	
              The
      Optionee is aware that the Company intends in the future to issue
      additional shares and to grant additional options to various entities and
      individuals, as the Company in its sole discretion shall
      determine.

            


    

     

    3.       Period
of Option and Conditions of Exercise

     

    
      	
               
      

            	
              3.1

            	
              The
      terms of this Option Agreement shall commence on the Date of Grant and
      terminate at the Expiration Date, or at the time at which the Option
      expires pursuant to the terms of the Appendix A or pursuant to this Option
      Agreement.

            


    

     

    
      	
               
      

            	
              3.2

            	
              Options
      may be exercised only to purchase whole Shares, and in no case may a
      fraction of a Share be purchased. If any fractional Share would be
      deliverable upon exercise, such fraction shall be rounded up one-half or
      less, or otherwise rounded down, to the nearest whole
    number.

            


    

     

    4.     FIRST
ALTERNATIVE

     

    Notwithstanding
anything to the contrary in Section 8.1 of the Plan and in addition thereto, if
in any such Transaction as described in Section 8.1 of the Plan, the Successor
Company (or parent or subsidiary of the Successor Company) does not agree to
assume or substitute for the Options, the Vesting Dates shall be accelerated so
that any unvested Option shall be immediately vested in full as of the date
which is ten (10) days prior to the effective date of the Transaction, and the
Committee shall notify the Optionee that the unexercised Options are fully
exercisable for a period of ten (10) days from the date of such notice, and that
any unexercised Options shall terminate upon the expiration of such
period.

     

    If the
Successor Company (or parent or subsidiary of the Successor Company) agrees to
assume or substitute for the Options and Optionee’s employment with the
Successor Company is terminated by the Successor Company without “Cause” within
one year of the closing of such Transaction, the Vesting Dates shall be
accelerated so that any unvested portion of the substituted Option shall be
immediately vested in full as of the date of such termination without
Cause.

     

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

     

     

    5.         Vesting;
Period of Exercise

     

    
      	
               
      

            	
              Subject
      to the provisions of the Plan and Appendix A, Options shall vest and
      become exercisable according to the Vesting Dates set forth in
      Appendix B hereto, provided that the Optionee is an employee,
      advisor or service provider of the Company and/or its Affiliates on the
      applicable Vesting Date.
      In case the Optionee is no longer an employee, advisor or service
      provider of the Company and/or its Affiliates, the Optionee will be
      entitled to receive the Options which were accumulated on a quarterly
      basis, up to the date of termination of his services to the
      company.

            


    

     

    
      	
               
      

            	
              All
      unexercised Options granted to the Optionee shall terminate and shall no
      longer be exercisable on the Expiration Date, as described the Appendix
      A.

            


    

     

    6.         Exercise
of Options

     

    
      	
               
      

            	
              6.1

            	
              Options
      may be exercised in accordance with the provisions of Section 9.1 of the
      Plan.

            


    

     

    
      	
               
      

            	
              6.2

            	
              In
      order for the Company to issue Shares upon the exercise of any of the
      Options, the Optionee hereby agrees to sign any and all documents required
      by any applicable law and/or by the Company's Articles of
      Association.

            


    

     

    
      	
               
      

            	
              6.3

            	
              The
      Company shall not be obligated to issue any Shares upon the exercise of an
      Option if such issuance, in the opinion of the Company, might constitute a
      violation by the Company of any provision of
  law.

            


    

     

    7.         Restrictions
on Transfer of Options and Shares

     

    
      	
               
      

            	
              7.1

            	
              The
      transfer of Options and the transfer of Shares to be issued upon exercise
      of the Options shall be subject to the limitations set forth in the Plan
      and in the Appendix A and in the Company’s Articles of
      Association.

            


    

     

    
      	
               
      

            	
              7.2

            	
              With
      respect to any Approved 102 Option, subject to the provisions of Section
      102 and any rules or regulation or orders or procedures promulgated
      thereunder, an Optionee shall not be entitled to sell or release from
      trust any Share received upon the exercise of an Approved 102 Option
      and/or any share received subsequently following any realization of
      rights, including without limitation, bonus shares, until the lapse of the
      Holding Period required under Section 102 of the
  Ordinance.

            


    

     

    
      	
               
      

            	
              7.3

            	
              With
      respect to Unapproved 102 Option, if the Optionee ceases to provide
      services to the Company or any Affiliate, the Optionee shall extend to the
      Company and/or its Affiliate a security or guarantee for the payment of
      tax due at the time of sale of Shares, all in accordance with the
      provisions of Section 102 and the rules, regulation or orders promulgated
      thereunder.

            


    

     

    
      	
               
      

            	
              7.4

            	
              The
      Optionee acknowledges that in the event Company's shares shall be
      registered for trading in any public market, the Optionee’s right to sell
      Shares may be subject to limitations (including a lock-up period), as will
      be requested by the Company or its underwriters, and the Optionee
      unconditionally agrees and accepts any such
  limitations.

            


    

     

    The
Optionee acknowledges that in order to enforce the above restriction, the
Company may impose stop-transfer instructions with respect to the exercised
Shares.

     

    
      	
               
      

            	
              7.5

            	
              The
      Optionee shall not dispose of any Shares in transactions which violate, in
      the opinion of the Company, any applicable laws, rules and
      regulations.

            


    

     

    
      	
               
      

            	
              7.6

            	
              The
      Optionee agrees that the Company shall have the authority to endorse upon
      the certificate or certificates representing the Shares such legends
      referring to the foregoing restrictions, and any other applicable
      restrictions as it may deem appropriate (which do not violate the
      Optionee's rights according to this Option
  Agreement).

            


    

     

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

     

     

    8.         Taxes;
Indemnification

     

    
      	
               
      

            	
              8.1

            	
              Any
      tax consequences arising from the grant or exercise of any Option, from
      the payment for Shares covered thereby or from any other event or act (of
      the Company and/or its Affiliates, the Trustee or the Optionee),
      hereunder, shall be borne solely by the Optionee. The Company and/or its
      Affiliates and/or the Trustee shall withhold taxes according to the
      requirements under the applicable laws, rules, and regulations, including
      withholding taxes at source. Furthermore, the Optionee hereby agrees to
      indemnify the Company and/or its Affiliates and/or the Trustee and hold
      them harmless
      against and from any and all liability for any such tax or interest or
      penalty thereon, including without limitation, liabilities relating to the
      necessity to withhold, or to have withheld, any such tax from any payment
      made to the Optionee.

            


    

     

    
      	
               
      

            	
              8.2

            	
              The
      Optionee will not be entitled to receive from the Company and/or the
      Trustee any Shares allocated or issued upon the exercise of Options prior
      to the full payments of the Optionee’s tax liabilities arising from
      Options which were granted to him and/or Shares issued upon the exercise
      of Options. For the avoidance of doubt, neither the Company nor the
      Trustee shall be required to release any share certificate to the Optionee
      until all payments required to be made by the Optionee have been fully
      satisfied.

            


    

     

    
      	
               
      

            	
              8.3

            	
              The
      receipt of the Options and the acquisition of the Shares to be issued upon
      the exercise of the Options may result in tax consequences. THE OPTIONEE
      IS ADVISED TO CONSULT A TAX ADVISER WITH RESPECT TO THE TAX CONSEQUENCES
      OF RECEIVING OR EXERCISING THIS OPTION OR DISPOSING OF THE
      SHARES.

            


    

     

    
      	
               
      

            	
              8.4

            	
              With
      respect to Approved 102 Options, the Optionee hereby acknowledges that he
      is familiar with the provisions of Section 102 and the regulations and
      rules promulgated thereunder, including without limitations the type of
      Option granted hereunder and the tax implications applicable to such
      grant. The Optionee accepts the provisions of the trust agreement signed
      between the Company and the Trustee, attached as Appendix
      C hereto, and agrees to be bound by its
  terms.

            


    

     

    
      	
              25.1.  

            	
              9.           Miscellaneous

            


    

     

    
      	
              9.1

            	
              No
      Obligation to Exercise Options. The grant and acceptance of these
      Options imposes no obligation on the Optionee to exercise
      it.

            


    

     

    
      	
              9.2

            	
              Confidentiality.  The
      Optionee shall regard the information in this Option Agreement and its
      Appendixes attached hereto as confidential information and the Optionee
      shall not reveal its contents to anyone except when required by law or for
      the purpose of gaining legal or tax
  advice.

            


    

     

    
      	
              9.3

            	
              Continuation
      of Employment or Service.  Neither the Plan, the Appendix
      A nor this Option Agreement shall impose any obligation on the Company or
      an Affiliate to continue the Optionee’s employment or service and nothing
      in the Appendix A or in this Option Agreement shall confer upon the
      Optionee any right to continue in the employ or service of the Company
      and/or an Affiliate or restrict the right of the Company or an Affiliate
      to terminate such employment or service at any
      time.

            


    

     

    
      	
              9.4

            	
              Entire
      Agreement. Subject to the provisions of the Appendix A, to which
      this Option Agreement is subject, this Option Agreement, together with the
      Appendixs hereto, constitute the entire agreement between the Optionee and
      the Company with respect to Options granted hereunder, and supersedes all
      prior agreements, understandings and arrangements, oral or written,
      between the Optionee and the Company with respect to the subject matter
      hereof.

            


    

     

    
      	
              9.5

            	
              Failure
      to Enforce - Not a Waiver. The failure of any party to enforce at
      any time any provisions of this Option Agreement or the Appendix A shall
      in no way be construed to be a waiver of such provision or of any other
      provision hereof.

            


    

     

    
      	
              9.6

            	
              Provisions
      of the APPENDIX A. The Options provided for herein are granted
      pursuant to the Plan and Appendix A and said Options and this Option
      Agreement are in all respects governed by the Plan and Appendix A and
      subject to all of the terms and provisions of the Plan and Appendix
      A.

            


    

     

     

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

     

    Any
interpretation of this Option Agreement will be made in accordance with the the
Plan and Appendix A but in the event there is any contradiction between the
provisions of this Option Agreement and the Plan and/or Appendix A, the
provisions of the Option Agreement will prevail.

     

    
      	
              9.7

            	
              Binding
      Effect. The Plan, Appendix A and this Option Agreement shall be
      binding upon the heirs, executors, administrators and successors of the
      parties hereof.

            


    

     

    
      	
              9.8

            	
              Notices.
      All notices or other communications given or made hereunder shall be in
      writing and shall be delivered or mailed by registered mail or delivered
      by email or facsimile with written confirmation of receipt to the Optionee
      and/or to the Company at the addresses shown on the letterhead above, or
      at such other place as the Company may designate by written notice to the
      Optionee. The Optionee is responsible for notifying the Company in writing
      of any change in the Optionee’s address, and the Company shall be deemed
      to have complied with any obligation to provide the Optionee with notice
      by sending such notice to the address indicated
      below.

            


    

     

    
      	
               
      

            	
              Company’s
      Signature:

            


    

     

    
      	
               
      

            	
              Name:
      _________________________________

            


    

     

     

    
      	
               
      

            	
              Position:________________________________

            


    

     

     

    
      	
               
      

            	
              Signature:
      ______________________________

            


    

     

    I, the
undersigned, hereby acknowledge receipt of a copy of the Plan, Appendix A and
accept the Options subject to all of the terms and provisions thereof. I have
reviewed the Plan, Appendix A and this Option Agreement in its entirety, have
had an opportunity to obtain the advice of counsel prior to executing this
Option Agreement, and fully understand all provisions of this Option Agreement.
I agree to notify the Company upon any change in the residence address indicated
above.

     

    
      
        	 	 	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ 	 
	 	 	Date Optionee’s
      Signature	 
	 	 	 	 
	 	 	 	 


      

    

     

    
      	
              Attachments:
      

            	
              Appendix
      A: Pimi
      2008 Share Option
Plan

            


    

     

    
      	
              Appendix
      B:

            	
              Terms
      of the Option

            


    

     

    
      	
              Appendix
      C:

            	
              Trust
      Agreement

            


    

     

     

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

     

     

     

     

    APPENDIX
B

     

    TERMS
OF THE OPTION

     

     

     

     

    
      
        	
                Name
      of the Optionee:

              	
                Prof.
      Ilan Chet

              
	

                Date
      of Grant:

              	1.12.08 
	
                 

              	
                 

              
	
                Designation:

              	
                Approved
      102 Option:  Capital Gain Option (CGO)

              
	
                1.           Number
      of Options granted:

              	
                93,532

              
	
                2.           Purchase
      Price:

              	
                Last
      round of Investment Price

              
	
                3.           Vesting
      Dates:

              	 
      


      

    

     

    
      	 
      	
              Number
      of Options

            	
              Vesting
      Date

            	 
      
	 
      	
              23,383

            	
              1.12.2009

            	 
      
	 
      	
              23,383

            	
              1.12.2010

            	 
      
	 
      	
              23,383

            	
              1.12.2011

            	 
      
	 
      	
              23,383

            	
              1.1   1.1.12.2012

            	 
      
	
              4.          
      Expiration Date:

            	
              1.12.2018

            


    

     

     

    _____________________________________                                 ______________________________________

     

     

     

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

     

     

    Pimi
Agro Clean Technologies  LTD.

     

     

    OPTION
AGREEMENT

     

     

    Made as of the _____day of
January, 2009

     

     

    
    

     

    
      	BETWEEN: 	Pimi Agro Clean Technologies
      Ltd.	 
	 	 	 
	 	(previously "Pimi
      Marion Holdings Ltd.")	 
	 	 	 
	 	A company
      incorporated in Israel	 
	 	 	 
	 	registered office is
      at P.O. Box 117	 
	 	 	 
	 	Hutzot Alonim 30049,
      Israel	 
	 	 	 
	 	(hereinafter the
      “Company”)	 
	 	 	 
	 	on the one
part	 
	 	 	 
	AND: 	Prof. Avi
      Nachmias 	 
	 	 	 
	 	I.D. No.
      00701356-8	 
	 	 	 
	 	70, Maslul M.P Negev
      85112 , Israel	 
	 	 	 
	 	(hereinafter the
      “Optionee”)	 
	 	
               

              on the other
      part

            	 


    

     

     

    
      	
              WHEREAS

            	
              On
      September 7, 2008, the Company duly adopted and the Board approved the
      “Pimi 2008 Option Plan” a copy of which is attached as Appendix
      A hereto, forming an integral part hereof (the “Appendix
      A”); and -

            


    

     

    
      	
              WHEREAS

            	
              Pursuant
      to the Appendix
      A and to Pimi 2008 Option Plan (the “Plan”), the Company has
      decided to grant Options to purchase Shares of the Company to the
      Optionee, and the Optionee has agreed to such grant, subject to all the
      terms and conditions as set forth in the Plan and as provided
      herein;

            


    

     

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

     

     

    NOW,
THEREFORE, it is agreed as follows:

     

     

    1.         Preamble
and Definitions

    
       

      
        
          	
                   
      

                	
                  1.1

                	
                  The
      preamble to this agreement constitutes an integral part
      hereof.

                
	 	 	 
	 	1.2	Unless
      otherwise defined herein, capitalized terms used herein shall have the
      meaning ascribed to them in the Appendix
      A.


        

      

       

      2.         Grant
of Options

    

     

    
      	
               
      

            	
              2.1

            	
              The
      Company hereby grants to the Optionee the number of Options as set forth
      in Appendix
      B hereto, each Option shall be exercisable for one Regular Share,
      upon payment of the Purchase Price as set forth in Appendix
      B, subject to the terms and the conditions as set forth in the
      Appendix A and as provided herein.

            


    

     

    
      	
               
      

            	
              2.2

            	
              The
      Optionee is aware that the Company intends in the future to issue
      additional shares and to grant additional options to various entities and
      individuals, as the Company in its sole discretion shall
      determine.

            


    

     

    3.       Period
of Option and Conditions of Exercise

     

    
      	
               
      

            	
              3.1

            	
              The
      terms of this Option Agreement shall commence on the Date of Grant and
      terminate at the Expiration Date, or at the time at which the Option
      expires pursuant to the terms of the Appendix A or pursuant to this Option
      Agreement.

            


    

     

    
      	
               
      

            	
              3.2

            	
              Options
      may be exercised only to purchase whole Shares, and in no case may a
      fraction of a Share be purchased. If any fractional Share would be
      deliverable upon exercise, such fraction shall be rounded up one-half or
      less, or otherwise rounded down, to the nearest whole
    number.

            


    

     

    4.      
FIRST ALTERNATIVE

     

    Notwithstanding
anything to the contrary in Section 8.1 of the Plan and in addition thereto, if
in any such Transaction as described in Section 8.1 of the Plan, the Successor
Company (or parent or subsidiary of the Successor Company) does not agree to
assume or substitute for the Options, the Vesting Dates shall be accelerated so
that any unvested Option shall be immediately vested in full as of the date
which is ten (10) days prior to the effective date of the Transaction, and the
Committee shall notify the Optionee that the unexercised Options are fully
exercisable for a period of ten (10) days from the date of such notice, and that
any unexercised Options shall terminate upon the expiration of such
period.

     

    If the
Successor Company (or parent or subsidiary of the Successor Company) agrees to
assume or substitute for the Options and Optionee’s employment with the
Successor Company is terminated by the Successor Company without “Cause” within
one year of the closing of such Transaction, the Vesting Dates shall be
accelerated so that any unvested portion of the substituted Option shall be
immediately vested in full as of the date of such termination without
Cause.

     

     

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

     

     

    5.         Vesting;
Period of Exercise

     

    
      	
               
      

            	
              Subject
      to the provisions of the Plan and Appendix A, Options shall vest and
      become exercisable according to the Vesting Dates set forth in
      Appendix B hereto, provided that the Optionee is an Employee of the
      Company and/or its Affiliates on the applicable Vesting Date.
      In case the Optionee is no longer an Employee of the Company and/or
      its Affiliates, the Optionee will be entitled to receive the Options which
      were accumulated on a quarterly basis, up to the date of termination of
      his employment with the company.

            


    

     

    
      	
               
      

            	
              All
      unexercised Options granted to the Optionee shall terminate and shall no
      longer be exercisable on the Expiration Date, as described the Appendix
      A.

            


    

     

    6.         Exercise
of Options

     

    
      	
               
      

            	
              6.1

            	
              Options
      may be exercised in accordance with the provisions of Section 9.1 of the
      Plan.

            


    

     

    
      	
               
      

            	
              6.2

            	
              In
      order for the Company to issue Shares upon the exercise of any of the
      Options, the Optionee hereby agrees to sign any and all documents required
      by any applicable law and/or by the Company's Articles of
      Association.

            


    

     

    
      	
               
      

            	
              6.3

            	
              The
      Company shall not be obligated to issue any Shares upon the exercise of an
      Option if such issuance, in the opinion of the Company, might constitute a
      violation by the Company of any provision of
  law.

            


    

     

    7.         Restrictions
on Transfer of Options and Shares

     

    
      	
               
      

            	
              7.1

            	
              The
      transfer of Options and the transfer of Shares to be issued upon exercise
      of the Options shall be subject to the limitations set forth in the Plan
      and in the Appendix A and in the Company’s Articles of
      Association.

            


    

     

    
      	
               
      

            	
              7.2

            	
              With
      respect to any Approved 102 Option, subject to the provisions of Section
      102 and any rules or regulation or orders or procedures promulgated
      thereunder, an Optionee shall not be entitled to sell or release from
      trust any Share received upon the exercise of an Approved 102 Option
      and/or any share received subsequently following any realization of
      rights, including without limitation, bonus shares, until the lapse of the
      Holding Period required under Section 102 of the
  Ordinance.

            


    

     

    
      	
               
      

            	
              7.3

            	
              With
      respect to Unapproved 102 Option, if the Optionee ceases to be employed by
      the Company or any Affiliate, the Optionee shall extend to the Company
      and/or its Affiliate a security or guarantee for the payment of tax due at
      the time of sale of Shares, all in accordance with the provisions of
      Section 102 and the rules, regulation or orders promulgated
      thereunder.

            


    

     

    
      	
               
      

            	
              7.4

            	
              The
      Optionee acknowledges that in the event Company's shares shall be
      registered for trading in any public market, the Optionee’s right to sell
      Shares may be subject to limitations (including a lock-up period), as will
      be requested by the Company or its underwriters, and the Optionee
      unconditionally agrees and accepts any such
  limitations.

            


    

     

    The
Optionee acknowledges that in order to enforce the above restriction, the
Company may impose stop-transfer instructions with respect to the exercised
Shares.

     

    
      	
               
      

            	
              7.5

            	
              The
      Optionee shall not dispose of any Shares in transactions which violate, in
      the opinion of the Company, any applicable laws, rules and
      regulations.

            


    

     

    
      	
               
      

            	
              7.6

            	
              The
      Optionee agrees that the Company shall have the authority to endorse upon
      the certificate or certificates representing the Shares such legends
      referring to the foregoing restrictions, and any other applicable
      restrictions as it may deem appropriate (which do not violate the
      Optionee's rights according to this Option
  Agreement).

            


    

     

     

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

     

     

    8.         Taxes;
Indemnification

     

    
      	
               
      

            	
              8.1

            	
              Any
      tax consequences arising from the grant or exercise of any Option, from
      the payment for Shares covered thereby or from any other event or act (of
      the Company and/or its Affiliates, the Trustee or the Optionee),
      hereunder, shall be borne solely by the Optionee. The Company and/or its
      Affiliates and/or the Trustee shall withhold taxes according to the
      requirements under the applicable laws, rules, and regulations, including
      withholding taxes at source. Furthermore, the Optionee hereby agrees to
      indemnify the Company and/or its Affiliates and/or the Trustee and hold
      them harmless
      against and from any and all liability for any such tax or interest or
      penalty thereon, including without limitation, liabilities relating to the
      necessity to withhold, or to have withheld, any such tax from any payment
      made to the Optionee.

            


    

     

    
      	
               
      

            	
              8.2

            	
              The
      Optionee will not be entitled to receive from the Company and/or the
      Trustee any Shares allocated or issued upon the exercise of Options prior
      to the full payments of the Optionee’s tax liabilities arising from
      Options which were granted to him and/or Shares issued upon the exercise
      of Options. For the avoidance of doubt, neither the Company nor the
      Trustee shall be required to release any share certificate to the Optionee
      until all payments required to be made by the Optionee have been fully
      satisfied.

            


    

     

    
      	
               
      

            	
              8.3

            	
              The
      receipt of the Options and the acquisition of the Shares to be issued upon
      the exercise of the Options may result in tax consequences. THE OPTIONEE
      IS ADVISED TO CONSULT A TAX ADVISER WITH RESPECT TO THE TAX CONSEQUENCES
      OF RECEIVING OR EXERCISING THIS OPTION OR DISPOSING OF THE
      SHARES.

            


    

     

    
      	
               
      

            	
              8.4

            	
              With
      respect to Approved 102 Options, the Optionee hereby acknowledges that he
      is familiar with the provisions of Section 102 and the regulations and
      rules promulgated thereunder, including without limitations the type of
      Option granted hereunder and the tax implications applicable to such
      grant. The Optionee accepts the provisions of the trust agreement signed
      between the Company and the Trustee, attached as Appendix
      C hereto, and agrees to be bound by its
  terms.

            


    

     

    
      	
              27.1.  

            	
              9.           Miscellaneous

            


    

     

    
      	
              9.1

            	
              No
      Obligation to Exercise Options. The grant and acceptance of these
      Options imposes no obligation on the Optionee to exercise
      it.

            


    

     

    
      	
              9.2

            	
              Confidentiality.  The
      Optionee shall regard the information in this Option Agreement and its
      Appendixes attached hereto as confidential information and the Optionee
      shall not reveal its contents to anyone except when required by law or for
      the purpose of gaining legal or tax
  advice.

            


    

     

    
      	
              9.3

            	
              Continuation
      of Employment or Service.  Neither the Plan, the Appendix
      A nor this Option Agreement shall impose any obligation on the Company or
      an Affiliate to continue the Optionee’s employment or service and nothing
      in the Appendix A or in this Option Agreement shall confer upon the
      Optionee any right to continue in the employ or service of the Company
      and/or an Affiliate or restrict the right of the Company or an Affiliate
      to terminate such employment or service at any
      time.

            


    

     

    
      	
              9.4

            	
              Entire
      Agreement. Subject to the provisions of the Appendix A, to which
      this Option Agreement is subject, this Option Agreement, together with the
      Appendixs hereto, constitute the entire agreement between the Optionee and
      the Company with respect to Options granted hereunder, and supersedes all
      prior agreements, understandings and arrangements, oral or written,
      between the Optionee and the Company with respect to the subject matter
      hereof.

            


    

     

    
      	
              9.5

            	
              Failure
      to Enforce - Not a Waiver. The failure of any party to enforce at
      any time any provisions of this Option Agreement or the Appendix A shall
      in no way be construed to be a waiver of such provision or of any other
      provision hereof.

            


    

     

    
      	
              9.6

            	
              Provisions
      of the APPENDIX A. The Options provided for herein are granted
      pursuant to the Plan and Appendix A and said Options and this Option
      Agreement are in all respects governed by the Plan and Appendix A and
      subject to all of the terms and provisions of the Plan and Appendix
      A.

            


    

     

     

     

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

     

     

    Any
interpretation of this Option Agreement will be made in accordance with the the
Plan and Appendix A but in the event there is any contradiction between the
provisions of this Option Agreement and the Plan and/or Appendix A, the
provisions of the Option Agreement will prevail.

     

    
      	
              9.7

            	
              Binding
      Effect. The Plan, Appendix A and this Option Agreement shall be
      binding upon the heirs, executors, administrators and successors of the
      parties hereof.

            


    

     

    
      	
              9.8

            	
              Notices.
      All notices or other communications given or made hereunder shall be in
      writing and shall be delivered or mailed by registered mail or delivered
      by email or facsimile with written confirmation of receipt to the Optionee
      and/or to the Company at the addresses shown on the letterhead above, or
      at such other place as the Company may designate by written notice to the
      Optionee. The Optionee is responsible for notifying the Company in writing
      of any change in the Optionee’s address, and the Company shall be deemed
      to have complied with any obligation to provide the Optionee with notice
      by sending such notice to the address indicated
      below.

            


    

     

    
      	
               
      

            	
              Company’s
      Signature:

            


    

     

     

    
      	
               
      

            	
              Name:
      ____________________________

            


    

     

     

    
      	
               
      

            	
              Position:___________________________

            


    

     

     

    
      	
               
      

            	
              Signature:
      _________________________

            


    

     

    I, the
undersigned, hereby acknowledge receipt of a copy of the Plan, Appendix A and
accept the Options subject to all of the terms and provisions thereof. I have
reviewed the Plan, Appendix A and this Option Agreement in its entirety, have
had an opportunity to obtain the advice of counsel prior to executing this
Option Agreement, and fully understand all provisions of this Option Agreement.
I agree to notify the Company upon any change in the residence address indicated
above.

     

    
      
        	 	 	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ 	 
	 	 	
                Date
      Optionee’s Signature

              	 
	 	 	 	 
	 	 	 	 


      

    

     

    
      	
              Attachments:
      

            	
              Appendix
      A:   Pimi
      2008 Share Option
Plan

            


    

     

    
      	
              Appendix
      B:

            	
              Terms
      of the Option

            


    

     

    
      	
              Appendix
      C:

            	
              Trust
      Agreement

            


    

     

     

     

     

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

     

     

     

     

    APPENDIX
B

     

    TERMS
OF THE OPTION

     

     

     

     

    
      
        	
                Name
      of the Optionee:

              	
                Prof.
      Avi Nchmias

              
	

                Date
      of Grant:

              	1.12.2008 
	
                 

              	
                 

              
	
                Designation:

              	
                Approved
      102 Option:  Capital Gain Option (CGO)

              
	
                1.           Number
      of Options granted:

              	
                31,177

              
	
                2.           Purchase
      Price:

              	
                Last
      round of Investment Price

              
	
                3.           Vesting
      Dates:

              	 
      


      

    

     

    
      	 
      	
              Number
      of Options

            	
              Vesting
      Date

            	 
      
	 
      	
              15,588

            	
              1.12.2009

            	 
      
	 
      	
              15,589

            	
              1.12.2010

            	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
              4.           
      Expiration Date:

            	
              1.12.2018

            


    

     

    ________________________________________                           _____________________________________

     

     

     

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

     

     

     

    Pimi
Clean Technologies LTD.

     

     

    OPTION
AGREEMENT

     

     

    Made as of the 19 day of
January, 2009

     

     

    
    

     

    
      	BETWEEN:  	Pimi Agro Clean
      Technologies  Ltd.	 
	 	 	 
	 	(previously "Pimi
      Marion Holdings Ltd.")	 
	 	 	 
	 	A company
      incorporated in Israel	 
	 	 	 
	 	registered office is
      at P.O. Box 117	 
	 	 	 
	 	Hutzot Alonim 30049,
      Israel	 
	 	 	 
	 	(hereinafter the
      “Company”)	 
	 	 	 
	 	on the one
part	 
	 	 	 
	AND: 	Avi
    Levy 	 
	 	 	 
	 	I.D. No.
      050549930	 
	 	 	 
	 	Hakarkom St` 2,
      Kiryat Tivon, Israel	 
	 	 	 
	 	(hereinafter the
      “Optionee”)	 
	 	
               

              on the other
      part

            	 


    

     

    
      	
              WHEREAS

            	
              On
      September 7, 2008, the Company duly adopted and the Board approved the
      “Pimi 2008 Option Plan” a copy of which is attached as Appendix
      A hereto, forming an integral part hereof (the “Appendix
      A”); and -

            


    

     

    
      	
              WHEREAS

            	
              Pursuant
      to the Appendix
      A and to Pimi 2008 Option Plan (the “Plan”), the Company has
      decided to grant Options to purchase Shares of the Company to the
      Optionee, and the Optionee has agreed to such grant, subject to all the
      terms and conditions as set forth in the Plan and as provided
      herein;

            


    

     

     

     

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

     

     

    NOW,
THEREFORE, it is agreed as follows:

     

     

    1.         Preamble
and Definitions

    
       

      
        
          	
                   
      

                	
                  1.1

                	
                  The
      preamble to this agreement constitutes an integral part
      hereof.

                
	 	 	 
	 	1.2	Unless
      otherwise defined herein, capitalized terms used herein shall have the
      meaning ascribed to them in the Appendix
      A.


        

      

    

     

    2.         Grant
of Options

     

    
      	
               
      

            	
              2.1

            	
              The
      Company hereby grants to the Optionee the number of Options as set forth
      in Appendix
      B hereto, each Option shall be exercisable for one Regular Share,
      upon payment of the Purchase Price as set forth in Appendix
      B, subject to the terms and the conditions as set forth in the
      Appendix A and as provided herein.

            


    

     

    
      	
               
      

            	
              2.2

            	
              The
      Optionee is aware that the Company intends in the future to issue
      additional shares and to grant additional options to various entities and
      individuals, as the Company in its sole discretion shall
      determine.

            


    

     

    3.       Period
of Option and Conditions of Exercise

     

    
      	
               
      

            	
              3.1

            	
              The
      terms of this Option Agreement shall commence on the Date of Grant and
      terminate at the Expiration Date, or at the time at which the Option
      expires pursuant to the terms of the Appendix A or pursuant to this Option
      Agreement.

            


    

     

    
      	
               
      

            	
              3.2

            	
              Options
      may be exercised only to purchase whole Shares, and in no case may a
      fraction of a Share be purchased. If any fractional Share would be
      deliverable upon exercise, such fraction shall be rounded up one-half or
      less, or otherwise rounded down, to the nearest whole
    number.

            


    

     

    4.     FIRST
ALTERNATIVE

     

    Notwithstanding
anything to the contrary in Section 8.1 of the Plan and in addition thereto, if
in any such Transaction as described in Section 8.1 of the Plan, the Successor
Company (or parent or subsidiary of the Successor Company) does not agree to
assume or substitute for the Options, the Vesting Dates shall be accelerated so
that any unvested Option shall be immediately vested in full as of the date
which is ten (10) days prior to the effective date of the Transaction, and the
Committee shall notify the Optionee that the unexercised Options are fully
exercisable for a period of ten (10) days from the date of such notice, and that
any unexercised Options shall terminate upon the expiration of such
period.

     

    If the
Successor Company (or parent or subsidiary of the Successor Company) agrees to
assume or substitute for the Options and Optionee’s employment with the
Successor Company is terminated by the Successor Company without “Cause” within
one year of the closing of such Transaction, the Vesting Dates shall be
accelerated so that any unvested portion of the substituted Option shall be
immediately vested in full as of the date of such termination without
Cause.

     

    5.         Vesting;
Period of Exercise

     

    
      	
               
      

            	
              Subject
      to the provisions of the Plan and Appendix A, Options shall vest and
      become exercisable according to the Vesting Dates set forth in
      Appendix B hereto, provided that the Optionee is an Employee of the
      Company and/or its Affiliates on the applicable Vesting Date.
      In case the Optionee is no longer an Employee of the Company and/or
      its Affiliates, the Optionee will be entitled to receive the Options which
      were accumulated on a quarterly basis, up to the date of termination of
      his employment with the company.

            


    

     

     

     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

     

     

    
      	
               
      

            	
              All
      unexercised Options granted to the Optionee shall terminate and shall no
      longer be exercisable on the Expiration Date, as described the Appendix
      A.

            


    

     

    6.         Exercise
of Options

     

    
      	
               
      

            	
              6.1

            	
              Options
      may be exercised in accordance with the provisions of Section 9.1 of the
      Plan.

            


    

     

    
      	
               
      

            	
              6.2

            	
              In
      order for the Company to issue Shares upon the exercise of any of the
      Options, the Optionee hereby agrees to sign any and all documents required
      by any applicable law and/or by the Company's Articles of
      Association.

            


    

     

    
      	
               
      

            	
              6.3

            	
              The
      Company shall not be obligated to issue any Shares upon the exercise of an
      Option if such issuance, in the opinion of the Company, might constitute a
      violation by the Company of any provision of
  law.

            


    

     

    7.         Restrictions
on Transfer of Options and Shares

     

    
      	
               
      

            	
              7.1

            	
              The
      transfer of Options and the transfer of Shares to be issued upon exercise
      of the Options shall be subject to the limitations set forth in the Plan
      and in the Appendix A and in the Company’s Articles of
      Association.

            


    

     

    
      	
               
      

            	
              7.2

            	
              With
      respect to any Approved 102 Option, subject to the provisions of Section
      102 and any rules or regulation or orders or procedures promulgated
      thereunder, an Optionee shall not be entitled to sell or release from
      trust any Share received upon the exercise of an Approved 102 Option
      and/or any share received subsequently following any realization of
      rights, including without limitation, bonus shares, until the lapse of the
      Holding Period required under Section 102 of the
  Ordinance.

            


    

     

    
      	
               
      

            	
              7.3

            	
              With
      respect to Unapproved 102 Option, if the Optionee ceases to be employed by
      the Company or any Affiliate, the Optionee shall extend to the Company
      and/or its Affiliate a security or guarantee for the payment of tax due at
      the time of sale of Shares, all in accordance with the provisions of
      Section 102 and the rules, regulation or orders promulgated
      thereunder.

            


    

     

    
      	
               
      

            	
              7.4

            	
              The
      Optionee acknowledges that in the event Company's shares shall be
      registered for trading in any public market, the Optionee’s right to sell
      Shares may be subject to limitations (including a lock-up period), as will
      be requested by the Company or its underwriters, and the Optionee
      unconditionally agrees and accepts any such
  limitations.

            


    

     

    The
Optionee acknowledges that in order to enforce the above restriction, the
Company may impose stop-transfer instructions with respect to the exercised
Shares.

     

    
      	
               
      

            	
              7.5

            	
              The
      Optionee shall not dispose of any Shares in transactions which violate, in
      the opinion of the Company, any applicable laws, rules and
      regulations.

            


    

     

    
      	
               
      

            	
              7.6

            	
              The
      Optionee agrees that the Company shall have the authority to endorse upon
      the certificate or certificates representing the Shares such legends
      referring to the foregoing restrictions, and any other applicable
      restrictions as it may deem appropriate (which do not violate the
      Optionee's rights according to this Option
  Agreement).

            


    

     

     

    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    

     

     

     

    8.         Taxes;
Indemnification

     

    
      	
               
      

            	
              8.1

            	
              Any
      tax consequences arising from the grant or exercise of any Option, from
      the payment for Shares covered thereby or from any other event or act (of
      the Company and/or its Affiliates, the Trustee or the Optionee),
      hereunder, shall be borne solely by the Optionee. The Company and/or its
      Affiliates and/or the Trustee shall withhold taxes according to the
      requirements under the applicable laws, rules, and regulations, including
      withholding taxes at source. Furthermore, the Optionee hereby agrees to
      indemnify the Company and/or its Affiliates and/or the Trustee and hold
      them harmless
      against and from any and all liability for any such tax or interest or
      penalty thereon, including without limitation, liabilities relating to the
      necessity to withhold, or to have withheld, any such tax from any payment
      made to the Optionee.

            


    

     

    
      	
               
      

            	
              8.2

            	
              The
      Optionee will not be entitled to receive from the Company and/or the
      Trustee any Shares allocated or issued upon the exercise of Options prior
      to the full payments of the Optionee’s tax liabilities arising from
      Options which were granted to him and/or Shares issued upon the exercise
      of Options. For the avoidance of doubt, neither the Company nor the
      Trustee shall be required to release any share certificate to the Optionee
      until all payments required to be made by the Optionee have been fully
      satisfied.

            


    

     

    
      	
               
      

            	
              8.3

            	
              The
      receipt of the Options and the acquisition of the Shares to be issued upon
      the exercise of the Options may result in tax consequences. THE OPTIONEE
      IS ADVISED TO CONSULT A TAX ADVISER WITH RESPECT TO THE TAX CONSEQUENCES
      OF RECEIVING OR EXERCISING THIS OPTION OR DISPOSING OF THE
      SHARES.

            


    

     

    
      	
               
      

            	
              8.4

            	
              With
      respect to Approved 102 Options, the Optionee hereby acknowledges that he
      is familiar with the provisions of Section 102 and the regulations and
      rules promulgated thereunder, including without limitations the type of
      Option granted hereunder and the tax implications applicable to such
      grant. The Optionee accepts the provisions of the trust agreement signed
      between the Company and the Trustee, attached as Appendix
      C hereto, and agrees to be bound by its
  terms.

            


    

     

    
      	
              29.1.  

            	
              9.           Miscellaneous

            


    

     

    
      	
              9.1

            	
              No
      Obligation to Exercise Options. The grant and acceptance of these
      Options imposes no obligation on the Optionee to exercise
      it.

            


    

     

    
      	
              9.2

            	
              Confidentiality.  The
      Optionee shall regard the information in this Option Agreement and its
      Appendixes attached hereto as confidential information and the Optionee
      shall not reveal its contents to anyone except when required by law or for
      the purpose of gaining legal or tax
  advice.

            


    

     

    
      	
              9.3

            	
              Continuation
      of Employment or Service.  Neither the Plan, the Appendix
      A nor this Option Agreement shall impose any obligation on the Company or
      an Affiliate to continue the Optionee’s employment or service and nothing
      in the Appendix A or in this Option Agreement shall confer upon the
      Optionee any right to continue in the employ or service of the Company
      and/or an Affiliate or restrict the right of the Company or an Affiliate
      to terminate such employment or service at any
      time.

            


    

     

    
      	
              9.4

            	
              Entire
      Agreement. Subject to the provisions of the Appendix A, to which
      this Option Agreement is subject, this Option Agreement, together with the
      Appendixs hereto, constitute the entire agreement between the Optionee and
      the Company with respect to Options granted hereunder, and supersedes all
      prior agreements, understandings and arrangements, oral or written,
      between the Optionee and the Company with respect to the subject matter
      hereof.

            


    

     

    
      	
              9.5

            	
              Failure
      to Enforce - Not a Waiver. The failure of any party to enforce at
      any time any provisions of this Option Agreement or the Appendix A shall
      in no way be construed to be a waiver of such provision or of any other
      provision hereof.

            


    

     

    
      	
              9.6

            	
              Provisions
      of the APPENDIX A. The Options provided for herein are granted
      pursuant to the Plan and Appendix A and said Options and this Option
      Agreement are in all respects governed by the Plan and Appendix A and
      subject to all of the terms and provisions of the Plan and Appendix
      A.

            


    

     

    Any
interpretation of this Option Agreement will be made in accordance with the the
Plan and Appendix A but in the event there is any contradiction between the
provisions of this Option Agreement and the Plan and/or Appendix A, the
provisions of the Option Agreement will prevail.

     

    
      	
              9.7

            	
              Binding
      Effect. The Plan, Appendix A and this Option Agreement shall be
      binding upon the heirs, executors, administrators and successors of the
      parties hereof.

            


    

     

    
      	
              9.8

            	
              Notices.
      All notices or other communications given or made hereunder shall be in
      writing and shall be delivered or mailed by registered mail or delivered
      by email or facsimile with written confirmation of receipt to the Optionee
      and/or to the Company at the addresses shown on the letterhead above, or
      at such other place as the Company may designate by written notice to the
      Optionee. The Optionee is responsible for notifying the Company in writing
      of any change in the Optionee’s address, and the Company shall be deemed
      to have complied with any obligation to provide the Optionee with notice
      by sending such notice to the address indicated
      below.

            


    

     

    
      	
               
      

            	
              Company’s
      Signature:

            


    

     

     

    
      	
               
      

            	
              Name:
      ________________________________

            


    

     

     

    
      	
               
      

            	
              Position:_______________________________

            


    

     

     

    
      	
               
      

            	
              Signature:
      _____________________________

            


    

     

    I, the
undersigned, hereby acknowledge receipt of a copy of the Plan, Appendix A and
accept the Options subject to all of the terms and provisions thereof. I have
reviewed the Plan, Appendix A and this Option Agreement in its entirety, have
had an opportunity to obtain the advice of counsel prior to executing this
Option Agreement, and fully understand all provisions of this Option Agreement.
I agree to notify the Company upon any change in the residence address indicated
above.

     

    
       

      
        
          	 	 	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ 	 
	 	 	
                  Date
      Optionee’s Signature

                	 
	 	 	 	 
	 	 	 	 


        

      

       

    

     

    
      	
              Attachments:
      

            	
              Appendix
      A:      Pimi
      2008 Share Option
Plan

            


    

     

    
      	
              Appendix
      B:

            	
              Terms
      of the Option

            


    

     

    
      	
              Appendix
      C:

            	
              Trust
      Agreement

            


    

     

     

     

    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    

     

     

     

    APPENDIX
B

     

     

    TERMS
OF THE OPTION

     

     

     

     

    
      
        
          	
                  Name
      of the Optionee:

                	
                  Avi
      Levy

                
	

                  Date
      of Grant:

                	1.12.08 
	
                  Designation:

                	
                  Approved
      102 Option:  Capital Gain Option (CGO)

                
	
                  1.           Number
      of Options granted:

                	
                  31,177

                
	
                  2.           Purchase
      Price:

                	
                  Last
      round of Investment Price

                
	
                  3.           Vesting
      Dates:

                	 
      


        

      

    

     

    
      	 
      	
              Number
      of Options

            	
              Vesting
      Date

            	 
      
	 
      	
              15,588

            	
              1.12.2009

            	 
      
	 
      	
              15,589

            	
              1.12.2010

            	 
      
	
              4.
      Expiration Date:

            	
              1.12.2018

            


    

     

     

    _____________________________________________                                          _______________________________________________

     

     

     

     

     

     

    43