ex1018.htm


    Exhibit
10.18

     

    REF:
F:/Sadot/PimiMarion/TenancyAgreement_KibbutzAlonim/BSR/17.3.09

    [TRANSLATED
FROM THE HEBREW]

     

     

    UNPROTECTED
TENANCY AGREEMENT

     

    Made at
Kibbutz Alonim this 30th day of December 2008

    
       

                

      
        
          	BETWEEN: 	Kibbutz
  Alonim
	 	 
	 	(hereinafter
      referred to as “the Kibbutz” or “the Landlord”)
	 	 
	AND:   	Pimi Marion Holdings Ltd. (Pimi
      Agro)
	 	 
	 	PC
      513497123
	 	of
      PO Box 117 Hozot Alonim
	 	 
	 	Telephone:
      072-2116144; Mobile 054-6569978; Fax:
04-9834506
	 	 
	 	(hereinafter
      referred to as “the Tenant”)
	 	 
	WHEREAS	the
      Landlord is the exclusive owner of the rights in the structure of the
      premises involved in this agreement having an area of 70 sq.m. and
      situated at the Kibbutz (hereinafter referred to as “the
      premises”);
	 	 
	
                  AND
      WHEREAS

                	
                  the
      Landlord wishes to let the premises to the Tenant for the term and on the
      conditions set out in this
agreement;

                


        

      

       

      
        	
                AND
      WHEREAS

              	
                the
      Tenant wishes to rent the premises from the Landlord on a tenancy to which
      the Tenants’ Protection Law will not apply and in accordance with the
      conditions of this agreement.

              


      

    

     

     

     

    NOW
THEREFORE IT IS WARRANTED AND AGREED BETWEEN THE PARTIES AS
FOLLOWS:

     

    
      	
              1.

            	
              Introduction

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      recitals hereto constitute an integral part
  hereof.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      Kibbutz’s representative in all respects relating to this agreement shall
      be the Kibbutz lettings manager and/or such person as from time to time
      appointed for the purpose by the Kibbutz
  management.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Any
      previous agreement and/or memorandum of agreement made between the
      parties, either in writing or orally, is hereby revoked, ex
      abundanti cautela, without any mutual demand or
      complaint.

            


    

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

     

     

    
      	
               
      

            	
              (d)

            	
              The
      headings below are solely for the sake of convenience and shall not be
      applied in the interpretation of the
clauses.

            


    

     

    
      	
              2.

            	
              The
      Tenancy Terms

            


    

     

    
      	
               
      

            	
              The
      Landlord hereby lets the premises to the Tenant and the Tenant hereby
      rents them from the Landlord for a term of 12 + 12 months, namely until
      31st December 2010, at which time this agreement and the relationship
      between the parties shall come to an end and the Tenant shall be liable to
      vacate the premises and return possession of them to the Landlord, unless
      they first reach another signed, written agreement. The Tenant shall have
      a right of first refusal to use the premises for one further term of 12
      months, provided that the following conditions are fulfilled
    -

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Tenant shall give written notice thereof to the Landlord 60 days in
      advance shortly before the end of the said
term.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      Tenant shall have performed his obligations in accordance with this
      agreement in full and on time.

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      premises and/or the site of the premises shall not then be needed by the
      Kibbutz for purposes of construction and/or a real estate project or for
      another use as determined by the Kibbutz in its
  discretion.

            


    

     

    
      	
               
      

            	
              (d)

            	
              No
      written objection has been received from the regional council or the
      Administration in respect of the use of the premises as defined in the
      “object of the tenancy”.

            


    

     

    
      	
               
      

            	
              (e)

            	
              The
      monthly rent during the additional term of the tenancy shall be increased
      by 5% in comparison with the rent during the previous term, and if the
      option term is for several years, the rent shall be increased by 5% in
      comparison with the previous year of the
  tenancy.

            


    

     

    Non-Application
of the Tenants’ Protection Law

     

    
      	
              3.

            	
              The
      Tenant acknowledges that the premises are property that since 5728 was
      vacant of any tenant entitled to occupy them and the Tenants’ Protection
      Law (Consolidated Version), 5732-1978 shall not apply to the tenancy
      herein and that he will not be protected under the Tenants’ Protection Law
      and/or any other legislation now existing or enacted in the future
      (hereinafter referred to as “the Tenants’ Protection
  Law”).

            


    

     

    
      	
               
      

            	
              The
      Tenant warrants that he has not made or undertaken to make any payment
      whatsoever to the Landlord, either directly or indirectly, as key money or
      any other benefit or payment for the tenancy of the premises, other than
      the rent as set out below and he hereby waives in advance any demand for
      the rent as set out below and he hereby waives in advance any demand for
      key money or any other payment of any type whatsoever or for any amount
      whatsoever. He acknowledges and agrees that the provisions of the Tenants’
      Protection Law that deal with key money will not apply to the tenancy of
      the premises.

            


    

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

     

    
      	
              4.

            	
              The
      Object of the Tenancy

            


    

     

    
      	
               
      

            	
              The
      object of the tenancy is solely for using the premises merely for the
      office business of the Tenant.

            


    

     

    
      	
               
      

            	
              The
      Tenant may not alter the object of the tenancy or use the premises
      otherwise than in accordance with the object of the tenancy and no plea
      shall therefore be admissible that it has been agreed to alter the object
      of the tenancy, unless the same is done with the prior written consent of
      the Landlord.

            


    

     

    
      	
              5.

            	
              The
      Rent

            


    

     

    
      	
               
      

            	
              In
      consideration for the tenancy of the premises the Tenant shall pay the
      Landlord the shekel equivalent of

            


    

    
      
        
          
            	 
      	
                    NIS   2,100.0

                  
	
                    2
      telephone lines

                  	
                    NIS        43.3

                  
	
                    VAT

                  	
                    NIS      332.2

                  
	 
      	
                    NIS   2,475.5

                  


          

        

      

    

     

    
      	
               
      

            	
              in
      the manner and at the times following (hereinafter referred to as “the
      rent”) -

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      first payment of the rent for three months shall be made on signing this
      agreement.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      rent shall be paid once monthly in
advance.

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      rent shall be subject to the addition of VAT at the rate thereof on the
      date of payment. The Tenant shall be given a tax
  invoice.

            


    

     

    
      	
               
      

            	
              (d)

            	
              To
      facilitate collection of the rent, the Tenant shall deposit with the
      Landlord 12 cheques in the sum of NIS 2,475.5 each, maturing on the
      second day of each month, as a condition for receiving a key to the
      premises and possession of them being delivered to the Tenant as set out
      in this agreement. The accounting in respect of rate differences shall be
      made three-monthly and in accordance with the results of the accounting
      the Tenant shall pay the Landlord  the rate differences, plus
      VAT and the Landlord shall issue a tax invoice to the Tenant in respect
      thereof.

            


    

     

    
      	
               
      

            	
              (e)

            	
              Rent
      that is not paid to the Landlord on time shall become a liquidated debt.
      In respect of a liquidated debt the Tenant shall be liable to pay the
      Landlord interest at the maximum unauthorised overdraft rate then
      prevailing at the bank 0.6%
      per month, and a letter from that bank will constitute adequate
      proof as to the interest rate.

            


    

     

     

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

     

     

     

    
      	
               
      

            	
              (f)

            	
              To
      secure payment of the rent, the Tenant shall on signing this agreement
      give the Landlord a non-negotiable, undated, signed cheque to the order of
      the Landlord in the sum of NIS 6,300, without
  VAT.

            


    

     

    
      	
              6.

            	
              Delivering
      Possession of the Premises to the
  Tenant

            


    

     

    
      	
               
      

               

               

            	
              (a)

            	
              Possession
      of the premises shall be delivered / was delivered to the Tenant
      on 1st January 2009 (in this agreement referred to as “the date of
      delivering possession of the premises to the
  Tenant”).

            


    

     

    
      	
               
      

            	
              (b)

            	
              On
      the date of delivering possession of the premises to the Tenant minutes
      shall be prepared and signed by both parties detailing the state of the
      premises.

            


    

     

    
      	
              7.

            	
              Absence
      of Non-Conformity

            


    

     

    
      	
               
      

            	
              The
      Tenant hereby confirms and declares that he has seen the premises and
      examined them with the eyes of a tenant and he declares that he has
      received the premises in satisfactory and clean condition and he
      undertakes to return them to the Landlord in that condition and
      consequently he neither has nor will have any complaint of non-conformity
      of any type whatsoever.

            


    

     

    
      	
              8.

            	
              Additional
      Payments / Additional Obligations of the
      Tenant

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Tenant shall bear all the expenses and payments deriving from his
      possession of the site of the premises for which the occupier of property
      is liable, including rates, levies and official fees as determined from
      time to time by the regional council and every other payment required by
      the regional council and/or the Administration and/or any other entity in
      connection with the conduct of the business on the
    premises.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      Tenant may fit an appropriate direction sign in respect of his business on
      the premises. The position, size and contents of such sign shall be
      coordinated in advance with the Landlord and in the event that it is
      necessary to pay sign charges in accordance with the requirement of the
      local authority (sign tax), the Tenant shall bear the payment
      thereof.

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      premises will be used all days of the
week.

            


    

     

    
      	
               
      

            	
              (d)

            	
              The
      Tenant shall, at his own expense, arrange for the cleaning of the premises
      and their surroundings and for the removal of packages from the
      yard.

            


    

     

    
      	
               
      

            	
              (e)

            	
              It
      is expressed that those working on the premises during the term of the
      tenancy shall be solely the Tenant’s employees and that there is no labour
      relationship between the Tenant and/or his employees and the
      Kibbutz.

            


    

     

    
      	
               
      

            	
              In
      the event that the Kibbutz is nevertheless made liable for any payment
      deriving from a determination with regard to the existence of a labour
      relationship between them and the Kibbutz, the Tenant undertakes to
      indemnity it for any such payment immediately on
  demand.

            


    

     

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

     

    
      	
               
      

            	
              (f)

            	
              The
      Tenant shall avoid the creation of any nuisance and/or disturbance to the
      Kibbutz, its members, its way of life and business and in that connection
      he shall refrain from unreasonable noise, the creation of environmental
      hazards, and he shall keep the premises and their surroundings clean and
      bear the expenses of removing the waste caused due to the operation of his
      business.

            


    

     

    
      	
              9.

            	
              Non-Transfer
      of Rights

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Tenant may in no event transfer his rights pursuant to this agreement or
      any of them or the use or possession of the premises or any part of them,
      either for or without consideration, for any part whatsoever of the term
      of the tenancy, unless the Landlord’s prior written, express consent is
      given thereto. For the avoidance of doubt, it is expressed that the
      Kibbutz shall, in its discretion, not be liable to give its consent
      thereto.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      Tenant may not charge and/or pledge to any person or entity his rights in
      the premises or his contractual rights under this agreement without
      obtaining the Landlord’s prior written, express consent thereto. For the
      avoidance of doubt, it is expressed that the Kibbutz shall, in its
      discretion, not be liable to grant its consent
  thereto.

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      Landlord may transfer its rights in the premises without needing the
      Tenant’s consent, subject to the Tenant’s rights pursuant to this
      agreement being preserved.

            


    

     

    
      	
              10.

            	
              Changes
      Not to be Made to the
Premises

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Tenant hereby undertakes not to do to or on the premises and/or their
      fittings and/or the site of the premises any building and/or demolition
      work whatsoever, including internal changes, without obtaining the
      Landlord’s prior written, express consent thereto. For the avoidance of
      doubt, it is expressed that the Landlord shall not be liable to grant its
      consent thereto.

            


    

     

    
      	
               
      

            	
              In
      the event that the Landlord does grant its consent, it may, in its
      discretion, make it subject to conditions (for example the production of a
      detailed, approved plan), including the
payment.

            


    

     

    
      	
               
      

            	
              In
      any event, for the avoidance of doubt it is expressed that everything
      involved in such building / demolition works as aforesaid shall
      be done at the Tenant’s expense and risk, including everything involved in
      obtaining permits in accordance with the
law.

            


    

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

     

     

    
      	
               
      

            	
              (b)

            	
              Any
      such modification and/or building work as aforesaid shall remain the sole
      property of the Landlord, without the Tenant being able to require any
      payment from the Landlord in respect thereof and/or make any assertion as
      to the betterment of the premises. The Tenant may at no time _______
      and/or demolish what he has built or altered but on vacation the Landlord
      may require the Tenant to reinstate the premises (as regards what the
      Tenant has built or altered) and the Tenant shall be liable to do so as
      soon as possible at his own expense and
risk.

            


    

     

    
      	
              11.

            	
              Duty
      to Safeguard and
Maintain

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Tenant undertakes to keep the premises and to maintain them and all the
      equipment and accessories throughout the term of the tenancy and to use
      them carefully and reasonably.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      Tenant shall at his own expense bear and repair without delay any damage,
      harm or fault on the premises deriving from his use of the premises and
      bring any damage, harm or fault as aforesaid that are of significance to
      the knowledge of the Landlord. Should the Tenant not make such repair, the
      Landlord may (but need not) in its discretion repair it at any time at the
      Tenant’s expense in such way and through such workmen as the Landlord
      deems fit, and an invoice signed by the person performing the repairs
      shall serve as conclusive proof of the expense that the Tenant shall be
      liable to pay and/or refund to the Landlord immediately on first demand,
      and such an expense as aforesaid that has been incurred by the Landlord
      shall be treated in the same way as the payment of
  rent.

            


    

     

    
      	
               
      

            	
              The
      Landlord, for its part, shall at its own expense bear the expenses of
      repairing structural damages or faults like a burst water pipe within the
      walls or a burst within the walls, provided that they do not derive from
      the Tenant’s use of the premises.

            


    

     

    
      	
              12.

            	
              Right
      to Visit and Examine

            


    

     

    
      	
               
      

            	
              The
      Landlord may, but need not, from time to time on reasonable notice, visit
      the premises in order to verify the fulfilment of the Tenant’s duty duly
      to maintain and safeguard them and to verify that the premises and their
      fittings are in satisfactory condition and to verify that the Tenant is
      indeed performing his obligations to the Landlord pursuant to this
      agreement.

            


    

     

    
      	
               
      

            	
              In
      addition, the Tenant undertakes to permit the Landlord or anyone acting on
      its behalf to enter the premises and visit them in order to show them to
      potential tenants or purchasers, provided that the same shall not
      constitute an appreciable disturbance to the Tenant’s routine
      work.

            


    

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

     

    
      	
              13.

            	
              Duty
      to Vacate and Return
Possession

            


    

     

    
      	
               
      

            	
              The
      Tenant hereby undertakes (in accordance with the provisions of this
      agreement) to vacate the premises and return possession of them to the
      Landlord, the premises being fit for immediate use (save for reasonable
      and usual wear and tear deriving from the careful and reasonable use of
      the premises).

            


    

     

    
      	
               
      

            	
              It
      is hereby agreed between the parties that in addition to any other relief,
      after the end of the term of the tenancy, either pursuant to this
      agreement or due to its termination by the Landlord further to and as a
      result of its breach by the Tenant, the Landlord may enter the premises,
      seize possession of them and move anything belonging to the Tenant that is
      found on the premises to any place of storage at the Tenant’s
      expense.

            


    

     

    
      	
               
      

            	
              Without
      prejudice to any right, remedy or relief available to the Landlord
      pursuant to this agreement and/or by law, the Tenant shall pay the
      Landlord $ 150 per day of delay in vacating the premises pursuant to
      this agreement. The compensation has been estimated and agreed in advance
      as reasonable, and the Tenant shall be precluded from making any complaint
      in such respect.

            


    

     

    
      	
              14.

            	
              Act
      or Omission - Duty to
Indemnify

            


    

     

    
      	
               
      

            	
              The
      Tenant hereby undertakes to indemnify / compensate the Landlord
      on first demand in respect of any payment and/or expense incurred by the
      Landlord because of any claim, demand, order or judgment, if at all,
      against the Landlord due to any act or omission of the Tenant in any
      respect relating to the conduct of the Tenant’s business on the
      premises.

            


    

     

    
      	
              15.

            	
              Insurance
      Duty

            


    

     

    
      	
               
      

            	
              The
      Tenant undertakes to insure the premises and the conduct of its business
      in their real value against all risks, including fire, flood, burglary and
      theft, and earthquake, employers’ insurance and insurance against causing
      damage to third party persons and property, with a reliable insurance
      company based in Israel. The Tenant hereby undertakes to purchase the
      insurance and persist in payment of the necessary premium throughout the
      term of the tenancy.

            


    

     

    
      	
               
      

            	
              The
      Landlord (with cross liability with all its members and residents) shall
      be specified in every such policy as an additional insured and/or a
      beneficiary, both for the cover of its property interest in the premises
      and for the avoidance of claims or subrogation by the insurance
      company.

            


    

     

    
      	
               
      

            	
              A
      copy of the policy / policies shall be furnished to the Landlord
      by the Tenant within 15 days of the making of this agreement. In any
      event, the Tenant undertakes to compensate the Landlord for any expense,
      damage or loss caused to the premises, if not fully covered by the
      insurance benefits. Insurance benefits that are paid in respect of an
      insurance event due to property damage to the premises shall first be
      applied for the repair and reinstatement of the
  premises.

            


    

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

     

    
      	
               
      

            	
              In
      addition, the Tenant undertakes to procure the addition to the insurance
      policy of a clause relating to advance notice, according to which the
      insurance company shall give advance notice to the Landlord of its
      intention to cancel the insurance policy at least 30 days before doing so,
      in written notice to be given by the insurance company to the Landlord by
      registered mail.

            


    

     

    
      	
              16.

            	
              Fundamental
      Breach

            


    

     

    
      	
               
      

            	
              (a)

            	
              It
      is agreed that each one of the following acts and/or omissions shall also
      be regarded as a fundamental breach by the
  Tenant:

            


    

     

    
      	
               
      

            	
              (1)

            	
              failure
      to pay rent on time, namely a default in excess of 15
  days;

            


    

     

    
      	
               
      

            	
              (2)

            	
              neglect
      of the premises or carelessness in caring for
  them;

            


    

     

    
      	
               
      

            	
              (3)

            	
              not
      repairing significant harm or damages to the
  premises;

            


    

     

    
      	
               
      

            	
              (4)

            	
              making
      a change or addition to the premises that is not first agreed in writing
      by the Landlord;

            


    

     

    
      	
               
      

            	
              (5)

            	
              changing
      the object of the premises’ use or delivering the use thereof to
      others.

            


    

     

    
      	
               
      

            	
              (b)

            	
              It
      is hereby agreed that in the event that the Tenant breaches a fundamental
      condition of this agreement as set out in the provisions of this
      agreement, and such breach is not remedied by the Tenant within seven days
      of notice thereof being sent to the Tenant, the Landlord shall be entitled
      further to such fundamental breach to terminate the agreement, claim
      vacation of the premises and exhaust all the relief vested in the Landlord
      pursuant to the provisions of this agreement and/or the law vis-a-vis
      the Tenant.

            


    

     

    
      	
               
      

            	
              (c)

            	
              In
      the event that the Tenant breaches a condition that is not fundamental to
      this contract, if 30 days after being so required by the Landlord the
      Tenant has not remedied the breach, the Landlord shall be entitled to
      terminate the contract.

            


    

     

    
      	
               
      

            	
              (d)

            	
              As
      regards the provisions of this agreement, the date of termination pursuant
      to the provisions of clauses 17(b) or 17(c) above shall be regarded as the
      end of the term of the tenancy.

            


    

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

     

    
      	
               
      

            	
              (e)

            	
              Notwithstanding
      as aforesaid, the Kibbutz may also terminate the agreement forthwith in
      each of the following cases:

            


    

     

    
      	
               
      

            	
              (1)

            	
              in
      the event that the Tenant has been declared bankrupt and/or a receivership
      order has been awarded against him and/or an attachment of his assets has
      been imposed and not removed within 30 days and/or in the event that a
      provisional or permanent winding-up order has been awarded against the
      Tenant and/or in the event that the creditor [sic] has entered into
      proceedings for a suspension of proceedings and a creditors arrangement in
      court;

            


    

     

    
      	
               
      

            	
              (2)

            	
              in
      the event that the Kibbutz is obliged to terminate the agreement by law,
      such as in accordance with an order from a government entity and/or the
      Israel Land Administration.

            


    

     

    
      	
              17

            	
              Waiver
      and/or Forgiveness

            


    

     

    
      	
               
      

            	
              (a)

            	
              An
      extension, waiver or forgiveness by one party in favour of the other shall
      be ineffective unless given in
writing.

            


    

     

    
      	
               
      

            	
              (b)

            	
              An
      extension, waiver or forgiveness in a particular case or matter shall not
      be construed as a binding precedent in respect of any further or other
      case or matter.

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      Landlord’s failure to enforce a right shall not per
      se be construed as a waiver or forgiveness and the Tenant shall not
      thereby be entitled to claim estoppel against the
  Landlord.

            


    

     

    
      	
              18.

            	
              Notices

            


    

     

    
      	
               
      

            	
              (a)

            	
              Notices
      on any important or material matter relating to or deriving from this
      agreement or the tenancy pursuant hereto shall be given in writing at the
      address appearing in the heading hereto. Written notice shall be given of
      any change of address.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Notice
      by one party to the other that is posted by registered mail in accordance
      with the address appearing below shall be regarded as given to the
      addressee on the expiration of four days from being posted in
      Israel:

            


    

     

    
      	
               
      

            	
              the
      Landlord - Kibbutz Alonim, MP Alonim
30040

            


    

     

    
      	
               
      

            	
              the
      Tenant - during the term of the tenancy - PO Box 117, Hozot Alonim; and
      thereafter _______________.

            


    

     

    
      	
              19.

            	
              Payment
      Not to be Set Off or
Withheld

            


    

     

    
      	
               
      

            	
              For
      the avoidance of doubt, it is expressed that the Tenant shall make all the
      payments owed by him by virtue of this agreement on time. The Tenant may
      not set off or withhold any payment to the Landlord (thus, for example,
      should the Tenant have any complaint, he shall first pay the Landlord and
      then, after his complaint has been enquired into, should the Tenant be
      found right, he will be credited
accordingly).

            


    

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

     

    
      	
              20.

            	
              Business
      Licence and/or Permit According to
  Law

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Tenant shall at his own expense and in his own name procure and obtain all
      the licences required for the operation of the business on the premises
      and make every payment necessary to that end and he shall bear full
      liability for not performing the conditions for the operation of the
      business that are required by law, including fire extinguishing equipment,
      the safety of the building etc. Without prejudice to the generality of the
      aforegoing, the Tenant shall obtain all the licences and approvals for the
      conduct of the business and produce them to the
  Kibbutz.

            


    

     

    
      	
               
      

            	
              (b)

            	
              It
      is further hereby declared and agreed for the avoidance of doubt that the
      Tenant is in any event precluded from making changes to the premises
      contrary to any existing licence and/or without obtaining a suitable
      licence from the appropriate and/or competent authorities. Should the
      Tenant make any change whatsoever to the premises or their walls without a
      licence or by changes cause damage to the building or engage there in a
      business without a due permit, all the expenses, including fines,
      compensation and court and other costs that are caused to the Landlord,
      shall be borne by the Tenant, and the Tenant undertakes to pay them to the
      Landlord within seven days of the Landlord’s first written demand. Should
      the Landlord pay any amount to any authority in connection with the
      aforegoing, the Tenant hereby undertakes to refund the amount to the
      Landlord in accordance with receipts that it furnishes to the Tenant,
      within seven days of the Landlord’s first written
  demand.

            


    

     

    
      	
              21.

            	
              The
      Requirement of
Writing

            


    

     

    
      	
               
      

            	
              Any
      amendment, addendum or modification to this agreement shall require a
      written document signed by both
parties.

            


    

     

    
      	
              22.

            	
              Collateral

            


    

     

    
      	
               
      

            	
              To
      secure the performance of the Tenant’s obligations in accordance with this
      agreement and for the purpose of compensating and indemnifying the
      Landlord for any damages and losses occasioned to the Landlord due to a
      breach of the agreement or any of its conditions, including causing damage
      to the premises or its accessories and for collecting the payments for
      which the Tenant is liable pursuant to this agreement and the compensation
      in respect of not vacating the premises on time and also advocate’s
      professional fees and court costs, the Tenant shall on signing this
      agreement give the Landlord a promissory note as security in respect
      whereof the following provisions shall apply
-

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      promissory note shall be to the order of the
  Landlord.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      promissory note shall be
“non-negotiable”.

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      date of its signature shall be specified thereon but not the date of its
      maturity, and the Landlord may complete it accordingly when it falls
      due.

            


    

     

     

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

     

     

    
      	
               
      

            	
              (d)

            	
              The
      promissory note shall be signed by the Tenant and two good guarantors to
      the satisfaction of the Landlord.

            


    

     

    
      	
               
      

            	
              (e)

            	
              The
      promissory note shall be returned to the Tenant within 30 days of his
      request after the end of the relationship involved in this agreement,
      provided that a reasonable time has by then expired for examining whether
      the Tenant has performed his obligations pursuant to this
      agreement.

            


    

     

    
      	
               
      

            	
              (f)

            	
              The
      promissory note shall be in the sum of NIS ______, together with a
      comment that it is linked to the consumer price
  index.

            


    

     

    
      	
               
      

            	
              (g)

            	
              In
      addition, to secure the performance of all the Tenant’s obligations
      pursuant to this agreement, the Tenant shall on signing this agreement
      deposit with the Landlord an autonomous bank guarantee in the sum of
      NIS ______, linked to the index, and effective until 30 days after
      the term of the agreement. In the event of the term of the agreement being
      extended and/or in the event that the guarantee is effective for less than
      the term of the agreement, the Tenant authorises the Landlord to require
      the bank to extend the term of the guarantee until 30 days after the term
      of the agreement as aforesaid.

            


    

     

    
      	
               
      

            	
              On
      expiration of the term of the agreement and the performance of all the
      Tenant’s obligations pursuant hereto, the Landlord shall return the bank
      guarantee to the Tenant.

            


    

     

     

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

     

     

    EXTENSION
OF TENANCY AGREEMENT APPENDIX

     

     

    
      Made at
_______________ this 1st day of January 2009

    

    
                                                          

       

      
        
          	BETWEEN:  	Kibbutz
  Alonim
	 	 
	 	(hereinafter
      referred to as “the Landlord”)
	 	
                   of the One
      Part

                
	AND:   	____________________
	 	
                  of
      _______________________

                
	 	 (hereinafter
      referred to as “the Tenant”)
	 	 of the Other
    Part
	 	 
	 	 
	WHEREAS	on
      January 1, 2009 a tenancy agreement (hereinafter referred to as “the
      tenancy agreement”) was made between the Landlord and the Tenant for a
      term expiring on 31st December 2008;
	 	 
	
                  AND
      WHEREAS

                	
                  at
      the Tenant’s request the Landlord has agreed to extend the tenancy
      agreement for an additional term, subject to the conditions of this
      appendix below.

                


        

      

    

     

    NOW
THEREFORE IT IS WARRANTED, PROVIDED AND AGREED BETWEEN THE PARTIES AS
FOLLOWS:

     

    
      	
              1.

            	
              This
      appendix constitutes an integral part of the tenancy
      agreement.

            


    

     

    
      	
              2.

            	
              The
      term of the tenancy pursuant to the tenancy agreement is hereby extended
      for a term of a further 12 months, namely until 31st December 2009
      (hereinafter referred to as “the extended term of the
      tenancy”).

            


    

     

    
      	
              3.

            	
              The
      parties have surveyed the premises and agree that its area stands at
      70 sq.m.

            


    

     

    
      	
              4.

            	
              The
      monthly rent during the extended term of the tenancy shall be NIS 35
      for sq.m., plus VAT. In addition, the Tenant shall pay an amount in
      accordance with the Bezeq tariff per month in respect of the two telephone
      lines installed on the premises.

            


    

     

    
      	
              5.

            	
              For
      the avoidance of doubt, in addition to the rent the Tenant shall continue
      to make all the payments and pay all the expenses deriving from his
      possession of the premises as prescribed in the tenancy agreement,
      including rates.

            


    

     

    
      	
              6.

            	
              The
      Tenant is granted an option to extend the extended term of the agreement
      for a further 12 months (2010), subject to fulfilment of all the following
      conditions -

            


    

     

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

     

     

    
      	
               
      

            	
              6.1

            	
              The
      Tenant has given written notice to the Landlord of his desire to exercise
      the option no later than 60 days prior to the end of the extended term of
      the tenancy and given to the Kibbutz at that time 12 post-dated cheques
      for the rent for the whole of 2010. Such notice as aforesaid shall be
      binding as regards the Tenant and
irrevocable.

            


    

     

    
      	
               
      

            	
              6.2

            	
              The
      Tenant has performed all his obligations pursuant to the tenancy agreement
      during the extended term of the tenancy, in full and on time, and in that
      connection has borne all the payments for which he was liable in full and
      on time.

            


    

     

    
      	
               
      

            	
              6.3

            	
              The
      premises are not needed by the Kibbutz for other
  purposes.

            


    

     

    
      	
               
      

            	
              6.4

            	
              The
      Kibbutz has not received a demand from the local committee and/or the
      Israel Land Administration to stop using the
  premises.

            


    

     

    
      	
               
      

            	
              6.5

            	
              The
      monthly rent shall be revised during the option term and stand at
      NIS 2,450, plus VAT (instead of NIS 2,100 during the extended
      term of the tenancy).

            


    

     

    
      	
              7.

            	
              As
      a condition for agreeing to the extension the Tenant shall deposit with
      the Landlord 12 cheques equal to the aforegoing monthly payments, maturing
      on the fifth day of each month starting from January
  2009.

            


    

     

    
      	
              8.

            	
              All
      the conditions of the tenancy agreement shall apply to the extended term
      of the tenancy, other than the conditions expressly modified in this
      appendix. For the avoidance of doubt, it is agreed that the collateral
      given pursuant to the tenancy agreement shall also continue in force and
      effect in respect of the extended term of the tenancy pursuant to this
      appendix and insofar as they expire, they shall be renewed
      forthwith.

            


    

     

    
      	
              9.

            	
              The
      parties confirm that the Tenant’s debt to the Landlord on the date hereof
      stands at NIS 3,059, plus current electricity. The Tenant undertakes
      to discharge the said debt by 1st January
2009.

            


    

     

    
      	
              10.

            	
              The
      Tenant declares that he has no claim, demand or complaint against the
      Landlord in connection with the term of the tenancy to the date hereof and
      that in any event the extension of the agreement is in discharge of any
      such complaint by him.

            


    

     

    AS
WITNESS THE HANDS OF THE PARTIES

     

     

    
      
        
          	 (Signed
      and stamped) 	 	 	 (Signed
      and stamped)	 
	 	 	 	 	 
	
                   

                	 	 	
                   

                	 
	
                  The
      Kibbutz  

                	 	 	
                  The
      Tenant

                	 
	
                   

                	 	 	
                   

                	 


        

      

    

     

               

     

     

    13