ex108.htm


    Exhibit 10.8

     

     

    
      	
               
      

            	
              PERSONAL
      SERVICE AGREEMENT

            


    

     

    
      	
               
      

            	
              Made
      and signed on the 19 day of November
2008

            


    

     

     

    
      	
               

            	 


    

    
      
        	
                BETWEEN:

              	
                Pimi  Agro
      Cleantech LTD.

              
	
                 
      

              	
                Company
      Number  513497123

              


      

    

     

    
      	
               
      

            	
              from
      POB 117, Hotzot Alonim 30049

            


    

     

    
      	
               
      

            	
              (hereinafter
      referred to as “the
      Company”)

            


    

     

    
      	
               
      

            	
              of
      the one part

            


    

     

    
      	
              AND:

            	
              Avi
      Lifshitz, CPA
ID055099899

            


    

     

    
      	
               
      

            	
              from
      Beit Zaid ,Kiryat Tivon

            


    

     

    
      	
               
      

            	
              (hereinafter
      referred to as “the
      Consultant”)

            


    

     

    
      	
               
      

            	
              of
      the other part

            


    

     

    
      	
              WHEREAS

            	
              the
      Company wishes to hire the Consultant as its CFO (hereinafter referred to
      as “the
      Services” or "the
      Consultancy"), in accordance with the terms and conditions
      hereof;

            


    

     

     

    
      	
              AND
      WHEREAS

            	
              the
      Consultant wishes to provide services to  the Company, and
      presented himself as having the know-how, ability, experience and
      qualifications suitable for providing the
  Services;

            


    

     

    
      	
              AND
      WHEREAS

            	
              the
      parties wish to define and regulate their legal relationship, as provided
      above and below in this agreement;

            


    

     

     

    
      	
               
      

            	
              ACCORDINGLY,
      IT IS AGREED BETWEEN THE PARTIES AS
      FOLLOWS:

            


    

     

     

    
      	
              1.

            	
              General

            


    

     

    
      	
               
      

            	
              1.1

            	
              The
      recitals and appendices to this agreement constitute an integral part
      thereof.

            


    

     

    
      	
               
      

            	
              1.2

            	
              The
      Consultant shall devote his energy and expertise to promote the Company’s
      interests in the scope of his Services, and shall represent it loyally,
      reliably, with maximum effort and honestly, putting his ability and
      qualifications to maximum use and in accordance with his position and the
      instructions given to him and the assignments with which he is charged
      from time to time, by the Company’s CEO, and subject to the framework and
      scope of the Services agreed upon between the parties. The Services will
      include inter alia:

            


    

    
      	
              ·  

            	
              Managing
      and supervising the book keeping of the
Company.

            


    

    
      	
              ·  

            	
              Preparation
      of financial reports.

            


    

    
      	
              ·  

            	
              Preparation
      of cash flow reports.

            


    

    
      	
              ·  

            	
              Managing
      and supervising the financial activity of the
  Company.

            


    

    
      	
              ·  

            	
              Managing
      and supervising the investments and free cash of the
    Company.

            


    

    
      	
              ·  

            	
              Managing
      and supervising the payment to
suppliers.

            


    

    
      	
              ·  

            	
              Working
      with the varions authorities (Tax, VAT, Social Security, Chief Scientist,
      ect), and reporting to these
athorities.

            


    

     

    
      
        	
                 
      

              	
                1.3

              	
                The
      Consultant undertakes to provide his Services conscientiously and loyally
      to use all his qualifications, knowledge and experience for the Company’s
      benefit, to a high and efficient standard and as determined by the
      Company’s CEO. The Consultant shall be subordinated to the Company’s
      CEO.

              
	 	 	 
	 	1.4	
                The
      Consultant shall notify the Company, immediately and without delay, of any
      matter or subject in which he and/or any of his family members and/or
      relatives and/or close associates and/or any entity and/or person related
      to him has a personal interest and/or that might create a conflict of
      interests with his Services to  the Company and/or with the
      Company’s activity.

              
	 	1.5	
                The
      Consultant shall not accept a benefit from any third party in consequence
      of and/or in connection with his work for the Company, unless the
      Company’s board of directors has agreed thereto in
  writing.

              


      

    

     

    
      	
              2.

            	
              The
      scope and period of the
  Consultancy

            


    

     

    
      	
               
      

            	
              2.1

            	
              The
      Consultant’s will start providing the Services on October
      2008.

            


    

     

    
      	
               
      

            	
              2.2

            	
              Each
      party may bring the contractual relationship pursuant hereto to an end on
      written notice of 60 days until the Company raises capital from external
      investors and from such time on, written notice of 90 days (hereinafter
      referred to as “the
      notice”). Subject to the provisions of clause 2.3 below, the
      Consultant shall be entitled, during the notice period, to all the terms
      pursuant to the Agreement.

            


    

     

    
      	
               
      

            	
              2.3

            	
              Once
      notice has been given as aforesaid by one of the parties, this agreement
      shall terminate at the end of the period of time specified in sub-clause
      2.2 above, the Services shall be severed on the date specified in the
      notice and the following provisions shall
apply:

            


    

     

    
      	
               
      

            	
              2.3.1

            	
              the
      Consultant shall provide Services during the notice period and shall
      continue to perform all his obligations to the Company, unless the Company
      instructs him otherwise;

            


    

     

    
      	
               
      

            	
              2.3.2

            	
              the
      Consultant shall hand over the Consultancy position in an orderly manner
      to whomever the Company directs;

            


    

     

    
      	
               
      

            	
              2.3.3

            	
              the
      Consultant shall give the Company all the documents, equipment,
      information and any other material coming into his possession or prepared
      by him in connection with his Services until the  termination of
      this Agreement.

            


    

     

    
      	
               
      

            	
              2.4

            	
              The
      Consultant shall provide his Services to the Company when ever needed to
      fulfill his tasks.

            


    

     

    
      	
               
      

            	
              2.5       In
      case, the shares of the Company shall be transferred to a US company
      (hereinafter referred to as "US
      Company"), which will hold Pimi's shares, the Consultant will
      provide the Services under this Agreement, to the US Company. For the
      avoidance of doubt, all the terms of this Agreement will apply fully on
      the Consultant to the US Company after such transfer of shares shall
      occur.

            


    

     

    
      	
              3.

            	
              Payments

            


    

     

    
      	
               
      

            	
              3.1

            	
              With
      respect to his Services in accordance with clause 2 above, the Company
      shall pay the Consultant and/or Ad wise Ltd., a company which is under the
      control of the Consultant, (hereinafter referred to as “Ad
      wise”) together a total  sum of NIS 10,000 a month
      plus VAT (hereinafter referred to as “the
      Consideration”).

            


    

    The
Consideration shall be divided as follows: a total cost to the Company of 2,500
NIS will be paid as salary to the Consultant (hereinafter referred to as "Salary").
The balance that will remain after reducing the Salary, will be paid to Ad wise
against a VAT invoice that shall be issued by Ad wise. For the avoidance of
doubt, the Consideration will include all taxes, national insurance, pension
fund, or any other social insurance and/or benefits, i.e. the Consideration will
not exceed the total amount of 10,000 NIS plus VAT whatsoever.

     

    
      	
               
      

            	
              3.2

            	
              The
      Consideration shall be paid to the Consultant and/or Ad wise, by no later
      than the 10th day of each month, for the previous month. Ad wise will
      furnish a commercial invoice for its part out of the Consideration until
      the 7th
      of each month.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	
              3.3

            	
              Notwithstanding
      the provisions of clause 3.1 above, until the date on which the Company
      raises capital from an external investors for a sum exceeding 1,000,000$,
      the Company shall pay the Consultant and/or Ad wise, from the
      Consideration, a sum of NIS 5,000 together with VAT, and the balance of
      the Consideration shall accrue to the credit of the Consultant and/or Ad
      wise and shall be paid to them after the raising of capital as
      aforesaid.

            


    

     

    
      	
               
      

            	
              3.5

            	
              The
      Company shall deduct from the Consultant Salary all the deductions
      required pursuant to the law, including national insurance, income tax and
      employer-employee provisions in respect of social benefits, such as leave
      pay, sick pay, convalescence pay, severance pay and the like. The parties
      agree that the Consultant shall not have any plea against the Company
      regarding any additional salary due to him in respect of his Services,
      besides the Salary. Ad wise shall deduct from its part of the
      Consideration all the deductions required pursuant to the law as mentioned
      above.

            


    

     

    
      	
               
      

            	
              3.6

            	
              It
      is agreed that the consideration payable to the Consultant pursuant hereto
      also includes all the amounts due to the Consultant in respect of overtime
      or work on days of rest and if the Consultant did not work overtime, the
      consideration to which he would be entitled would be 25% less than the
      consideration he is actually receiving. If, notwithstanding the aforesaid,
      the Company is called upon to pay, by reason of a claim of the Consultant,
      additional consideration in respect of overtime and/or work on days of
      rest, the Consultant undertakes to repay the additional consideration he
      receives in the amount of 25% of his payments as aforesaid. For the
      avoidance of doubt, the Consultant hereby grants the Company permission to
      set off, from any consideration due to him from the Company, the
      additional consideration as
aforesaid.

            


    

     

    
      	
               
      

            	
              3.7

            	
              It
      is hereby expressed and agreed that the Consideration has been determined
      having regard to the fact that the total Consideration embodies all the
      payments elements due to the Consultant for his Services and that the
      Company shall not have any additional costs in respect of his Consultancy
      and/or the termination thereof, including, and without derogating from the
      generality of the aforesaid, various social terms, severance pay and any
      wage to which the Consultant is entitled or it is determined that he is
      entitled thereto. If, notwithstanding the aforesaid, the Company is called
      upon to pay, by reason of a claim of the Consultant, any additional
      consideration in respect of a deduction pursuant to the law, including
      national insurance, income tax and employer-employee provisions in respect
      of social benefits, such as leave pay, sick pay, convalescence pay,
      severance pay and the like, the Consultant undertakes to repay the
      additional consideration received by him to the Company, in the amount of
      35% of his payments as aforesaid. For the avoidance of doubt, the
      Consultant hereby grants the Company permission to set off, from any
      consideration due to him from the Company, the additional consideration as
      aforesaid.

            


    

     

    
      	
              4.

            	
              Options

            


    

     

    
      	
               
      

            	
              4.1

            	
              The
      Consultant shall be entitled, in the framework of the ESOP for 2008 of the
      Company, to option for ordinary shares of the Company constituting approx
      62,355 shares for a vesting period of 4 years from commencement of this
      Agreement. Hence, 15,589
      shares, for each full year in which he Consults for the Company,
      all accordance with the Option Agreement which will be signed by the
      parties.

            


    

     

    
      	
              5.

            	
              Confidentiality

            


    

     

    
      	
               
      

            	
              5.1

            	
              The
      Consultant undertakes to keep absolutely confidential, not to convey to
      any third party and not to publish or howsoever use, himself or through
      others, directly or indirectly, any information, plan, material,
      theoretical, scientific or practical document, whether written or oral, in
      relation to or in connection with any matter coming into his reaching his
      knowledge in respect and/or in consequence of his Consultation in and/or
      for the Company, during the course of his engagement with the Company or
      thereafter, save with the express, prior and written consent of the
      Company.

            


    

     

    
      	
               
      

            	
              5.2

            	
              During
      the term of this Agreement and thereafter, the Consultant undertakes not
      to convey and/or howsoever use information of the Company or information
      coming into his Consultation in the scope of his engagment with the
      Company and/or in connection with the Company that is not in the public
      domain, to maintain confidentiality in respect of everything to do with
      the Company’s business and affairs and not to howsoever prejudice the
      Company’s goodwill and/or circle of
customers.

            


    

     

    
      	
               
      

            	
              5.3

            	
              The
      terms and conditions of this agreement shall be kept secret and the
      parties undertake not to furnish any information in connection with the
      terms and conditions hereof to any other person and/or entity, unless
      required to do so pursuant to the
law.

            


    

     

    
      	
               
      

            	
              5.4

            	
              The
      Consultant’s obligation to maintain confidentiality pursuant to clauses
      5.1 to 5.3 above are unlimited by time or place and shall continue to be
      valid in Israel and overseas also after the termination of this Agreement
      for any cause or if for any reason the employment relationship and the
      Agreement between the Consultant and the Company come to an
      end.

            


    

     

    
      	
               
      

            	
              5.5

            	
              Information
      for the purposes of clauses 5.1 to 5.3 is any information relating to the
      Company, including – and without derogating from the generality of the
      aforesaid – information in respect of the Company’s customers, business,
      plans, professional secrets, trade secrets, technological secrets,
      including design, planning, formulae, technology, R&D of the Company,
      reaching the Consultant in consequence of or in connection with the
      performance of his position in the
Company.

            


    

     

    
      	
              6.

            	
              Non-competition

            


    

     

    
      	
               
      

            	
              6.1

            	
              The
      Consultant undertakes that throughout the term of this Agreement and for a
      period of five years after the termination of the Consultancy relationship
      between him and the Company, for any reason, on the Consultant’s
      initiative or on the Company’s initiative, he may not engage, directly or
      indirectly, as a salaried employee, self-employed, partner, contractor,
      consultant and in any other way, in Israel and abroad, in any business
      that is such as to compete with the Company and/or make use of contacts
      with customers of the Company created in the scope and/or course of his
      employment with the Company that is such as to compete with the
      Company.

            


    

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      
        	
                7.

              	
                [Intellectual]
      Property rights

              


      

       

      
        	 
      	
                7.1

              	
                For
      the avoidance of doubt, it is warranted that the Consultant shall not have
      any copyright and/or other [intellectual] property rights arising in
      consequence of his engagement with the Company and/or in consequence of
      the contractual relationship pursuant hereto or howsoever in connection
      with his contractual relationship with the Company, including – and
      without derogating from the generality of the aforesaid: trade names, any
      idea, invention, know-how, discovery or development, research, plan,
      specification, drawing and/or any other document prepared by him and/or in
      the Company, whether fit for registration pursuant to the law or not,
      whether he prepared or participated in the preparation thereof as
      aforesaid in the framework of the contract or not, and any instrument,
      method, process arising in the framework or in consequence of the
      contractual relationship or howsoever in connection with the contractual
      relationship as aforesaid. These rights shall belong to the Company alone,
      and the Consultant shall sign any document required for the realization
      and registration of the said
rights.

              


      

       

      
        	 
      	
                7.2

              	
                In
      the event of the termination of his Consultation and/or the contractual
      relationship with the Company for any reason, the Consultant undertakes to
      give the Company all the documents and information in his possession in
      connection with his work for the Company and not to take with him any
      documents relating to any rights and contract of the
    Company.

              


      

       

      
        	 
      	
                7.3

              	
                It
      is expressly agreed that all the know-how arising in consequence and in
      the course of the performance of the Consultant’s work for the Company
      pursuant hereto shall belong in full to the Company, which may use them at
      any time and for any purpose (including in the event that the agreement is
      terminated or suspended), and they shall be governed by the duty of
      confidentiality and non-use mentioned
above.

              


      

       

    

    
      	
              8.

            	
              General

            


    

     

    
      	
               
      

            	
              8.1

            	
              This
      agreement reflects anything which was agreed between the parties and
      revokes any representation, understanding or consent reached, if at all,
      prior to its execution/

            


    

     

    
      	
               
      

            	
              8.2

            	
              Any
      alteration to this agreement shall only be made in writing and with both
      parties’ agreement. An alteration made in another manner shall lack any
      effect vis-à-vis the parties.

            


    

     

    
      	
               
      

            	
              8.3

            	
              The
      addresses of the parties hereto are as set forth in the recitals. Any
      notice sent by registered mail to the other party in accordance with his
      address as aforesaid shall be deemed received by the addressee three days
      after being mailed and if delivered by hand – at the time of its
      delivery.

            


    

     

    
      	
               
      

            	
              8.4

            	
              The
      clause headings herein are for convenience purposes only and shall not
      have any legal effect.

            


    

     

    
      	
               
      

            	
              8.5

            	
              The
      parties shall cooperate with each other in good faith, insofar as required
      for the performance of this agreement in accordance with its spirit and
      object.

            


    

     

     

     

    
      	
              9.

            	
              D&O
      Insurance

            


    

     

    
      	
               
      

            	
              9.1

            	
              The
      Company will insure the Consultant  under Directors and Officers
      Insurance, at an adequate amount that will be determined by the board,
      once registration of the shares by the US Company in NASDQ OTC B/B will be
      executed.

            


    

     

     

    
      	
               
      

            	
              As
      witness the hands of the
  parties:

            


    

     

     

    
      	
              (Signed)

            	
              (Signed
      and stamped*)

            


    

    
      
        	
                ____________________

              	
                ____________________

              
	
                The
      Consultant

              	
                The
      Company

              


      

    

    
      	
               

            	
               

            


    

     

     

     

    I, the undersigned, confirm
and approve the above mentioned

     

     

     

    ______________________

     

               Ad
wise Ltd.

     

     

     

    4