ex102.htm


    
      Exhibit
10.2

       

      REF:
F:/Sadot/Pimi Marion/ContractEmployment_Addendum/BSR/28.10.08

      [TRANSLATED
FROM THE HEBREW]

       

       

      Addendum
To Personal Contract Of Employment

       Of
27th November 2006

       

      Made this
_____ day of October _____________ 2008

       

       

                                                          

         

        
          	BETWEEN:  	Pimi Marion
      Holdings Ltd	 	 
	 	 	 	 
	 	 	 	 
	 	private company no.
      513497123	 	 
	 	of PO Box 117, Hozot
      Alonim 30049	 	 
	 	(hereinafter
      referred to as “the Company”)	 	 of the one part
	
                   

                  AND: 

                	Yuval Sili,
      ID no. 54960158	 	 
	 	of 2A Hashomarim,
      Kiryat Tivon 36034	 	 
	 	(hereinafter
      referred to as “the Employee”)	 	 
	 	 	 	
                   of the other
  part

                


        

         

      

      WHEREAS   on
27th November 2006 a personal contract of employment (hereinafter referred to as
“the contract of employment”) was made between the parties, the Employee being
employed as the Company’s general manager;

       

      AND
WHEREAS                                                      the
parties wish to modify and augment the contract of employment as set out in this
addendum (hereinafter referred to as “the addendum”);

       

      AND
WHEREAS                                                      since
August 2008 the Company has been paying the Employee remuneration of
NIS 30,000 per month, plus VAT;

       

      AND
WHEREAS                                                      the
Employee is employed by the Company and also in two other
workplaces;

       

      AND
WHEREAS                                                      the
parties wish to set out in writing what is agreed between them.

       

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

       

      
        	
                1.

              	
                Recitals

              


      

       

      1.l           The
recitals hereto constitute an integral part hereof.

       

      1.2           The
provisions hereof constitute an integral part of the contract of employment. It
is hereby expressed that in the event of any discrepancy or ambiguity between
the provisions hereof and those of the contract of employment, the provisions
hereof shall apply.

       

      1.3           The
Employee acknowledges that a condition precedent to the Company’s agreeing to
modify the provisions of the contract of employment is the Employee’s
undertaking to comply in full with all the conditions hereof and with all the
conditions of the contract of employment.

       

      
        	
                2.

              	
                Remuneration
      and Other Payments

              


      

       

      2.1           The
following sub-clauses shall be added at the end of clause 3.1 of the contract of
employment:

       

      
        	
                 
      

              	
                “3.1.1

              	
                Should
      the Employee give written notice to the Company that he has stopped
      working in one workplace, namely will be employed by the Company and in
      only one other workplace, the consideration to be remitted to the Employee
      shall be NIS 40,000 per month, plus VAT, payable on and against a tax
      invoice to be issued by the
Employee.

              


      

       

      
        	
                 
      

              	
                3.1.2

              	
                Should
      the Employee give written notice to the Company that he has stopped
      working in both workplaces, namely that he will be employed solely by the
      Company, the consideration to be remitted to the Employee will be in the
      sum of NIS 50,000 per month, plus VAT, payable on and against a tax
      invoice to be issued by the Employee in the following way: the sum of
      NIS 45,000 payable directly to the Employee and the sum of
      NIS 5,000 accruing in his favour and payable to him after capital of
      $ 100,000 has been raised for the Company from an outside
      investor.

              


      

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

       

      
        	
                 
      

              	
                3.1.3

              	
                Notwithstanding
      as provided in clause 3.1.1, if as a result of capital being raised by
      February 2009 it will be possible, on the basis of the Company’s cash
      flow, to pay the Employee the whole amount specified in clause 3.1.2 in
      cash, the whole of such consideration as aforesaid shall be paid in cash
      by February 2009.

              


      

       

      
        	
                 
      

              	
                3.1.4

              	
                If
      in February 2009 options for the Company’s shares are exercised in a sum
      of at least $ 230,000 the Employee will be entitled to receive in
      cash the amount mentioned in clause 3.1.1 or 3.1.2, as the case may be.
      Should capital not be raised as aforesaid, the parties shall together
      discuss the amount of the monthly payment in cash, having regard to the
      Company’s anticipated cash flow.”

              


      

       

      
        	
                3.

              	
                Options

              


      

       

      3.1           Clause
4.1 of the contract of employment shall be amended so that the figure “1%” shall
be replaced by the figure “1.25%.

       

      3.2           The
terms and conditions of the option warrants shall be as provided in the
Company’s option plan and the option warrant grant agreement, and the exercise
price per ordinary share shall in any event be NIS 0.01 (the nominal
value).

       

      
        	
                4.

              	
                Miscellaneous

              


      

       

      4.1           It
is hereby expressed that the other provisions of the contract of employment
shall remain unchanged.

       

      4.2           The
parties agree that all the other provisions of the contract of employment,
insofar as not expressly modified herein, shall apply to the provisions of the
addendum.

       

      AS
WITNESS THE HANDS OF THE PARTIES

      
        
          	 	 	 	 	 
	
                   

                	 	 	
                   

                	 
	
                  The
      Company 

                	 	 	
                  The
      Employee