ADVISORY AGREEMENT


 


THIS AGREEMENT made this 1st day of July, 2012 (the “Effective
Date”).


 


BETWEEN:


 


Blue Sphere Corporation,
a Nevada company with a business office in Even Yehuda, Assuta Street, Israel.


 


(the “Company”)


 


AND:


 


Joshua Shoham from 18 Amir Gilboa
Street Tel Aviv, Israel.


 


(the “Advisor”)


 


WHEREAS:


 


A.           The
Company has proposed the Advisor to serve as the Strategic and Business Advisor of the Company while maintaining his role of Chairman
of the Board of Director and Director with Eastern Sphere Ltd., an Israeli fully owned subsidiary of the Company


 


B.           The
Advisor and the Company wish to formally record the terms and conditions upon which the Advisor will be hired by the Company and,
each of the Company and the Advisor, have agreed to the terms and conditions set forth in this Agreement, as evidenced by their
execution hereof; and


 


NOW THEREFORE THIS AGREEMENT WITNESSES
that, in consideration of the premises and the mutual covenants and agreements herein contained, the parties hereto covenant
and agree as follows:


 


Article 1

CONTRACT FOR SERVICES


 


		1.1	Engagement of Advisor. The Company
                                                           hereby agrees to hire the Advisor in accordance with the terms and
                                                           provisions hereof.



 


(i)          Term.
Unless terminated earlier in accordance with the provisions hereof, this Agreement will commence on the date of execution
hereof (the “Commencement Date”) and will continue for a period of Five (5) years from the Commencement Date
(the “Term”).


 


		(b)	Service. The Advisor agrees
                                                             to faithfully, honestly and diligently serve the Company and to devote
                                                             the time, attention efforts to further the business and interests
                                                             of the Company and utilize his professional skills and care during
                                                             the Term.



 



    	 



    	 



    

 


		1.2	The Company acknowledges that the advisory
                                                           services given by the Advisor are not on an exclusive basis and that
                                                           the Advisor has other business activities.



 


		1.3	Duties:



 


		(a)	The advisory services plans will
                                                             be prepared jointly by the Chief Executive Officer of the Company
                                                             and the Advisor from time to time.



 


		(b)	The Advisor will assist the Company
                                                             in the process of taking strategic decisions, in business development,
                                                             in the preparation of annual budgets, in project's appraisal, in
                                                             financial analyses and in deals' structuring. The Company will work
                                                             in full transparency with the Advisor in order to facilitate his
                                                             work as Strategic and Business Advisor and will disclose to him all
                                                             information, data, agreements that are substantial to the Company's
                                                             business and/or necessary for the Advisor's successful work.



 


Article 2

COMPENSATION


 


		2.1	Remuneration.



 


		(a)	For services rendered by the Advisor
                                                             during the Term, the Advisor will be paid a monthly remuneration,
                                                             payable within 10 days after the end of each month against an invoice,
                                                             of US$10,000 + VAT (the “Fee”). Subsequently,
                                                             the Fee will increase to a gross monthly rate of USD $15,000 + VAT.
                                                             The Fee will be paid in NIS translated pursuant to the official representative
                                                             rate of exchange of the US$ as published by the Bank of Israel on
                                                             the payment date. The Advisor acknowledges that presently the Company
                                                             doesn't have sufficient funds to pay for the advisory services and
                                                             agrees that his fees will be registered in the Company's books
                                                             as a loan given to the Company by the Advisor. Advisory fees
                                                             will be accumulated in the Company's books as loan. Advisory fees
                                                             will be paid by the Company when it will have the funds to do so,
                                                             at the same time and priority as debts that will be paid to employees
                                                             of the Company. The Advisor will have the option, at any time, to
                                                             convert the above mentioned accumulated debt, or part of it into
                                                             shares of the Company at the average traded price of the 10 days
                                                             prior to the date of the request by the Advisor to exercise this
                                                             option. This option will survive the Term of this agreement.



 


		(b)	In addition to the professional fees,
                                                             the Company will grant Advisor additional compensation in the form
                                                             of cash or shares in cases of extraordinary contribution by you to
                                                             the benefit of the Company.



 



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		(c)	The Advisor’s position with
                                                             the Company requires a special degree of personal trust, and the
                                                             Company is not able to supervise the number of working hours of the
                                                             Advisor; therefore the Advisor will not be entitled to any additional
                                                             remuneration whatsoever for his work with the exception of that specifically
                                                             set out in this Agreement.



 


		2.2	Incentive Plans. The Advisor
                                                           will be entitled to participate in any bonus
                                                           plan or incentive compensation plans for its employees, adopted by
                                                           the Company.



 


		2.3	Expenses. The Advisor will be
                                                           reimbursed by the Company for all reasonable business expenses incurred
                                                           by the Advisor and pre-approved by the Company in connection with his
                                                           duties. This includes, but not only, payments of expenses incurred
                                                           when traveling abroad, per diem payments for travel abroad according
                                                           to the rules set forth by the Israeli Tax Authorities and others.



 


Article 3

Insurance and Benefits


 


		3.1	Liability Insurance Indemnification.
                                                           The Company will insure the Advisor (including his heirs, executors
                                                           and administrators) with coverage under a standard directors' and officers'
                                                           liability insurance policy at the Company's expense.



 


Article 4

CONFIDENTIALITY AND NON-COMPETITION


 


		4.1	Maintenance of Confidential Information.



 


		(a)	The Advisor acknowledges that, in
                                                             the course of advisory hereunder, the Advisor will, either directly
                                                             or indirectly, have access to and be entrusted with Confidential
                                                             Information (whether oral, written or by inspection) relating to
                                                             the Company or its respective affiliates, associates or customers.



 


		(b)	The Advisor acknowledges that the
                                                             Company’s Confidential Information constitutes a proprietary
                                                             right, which the Company is entitled to protect. Accordingly, the
                                                             Advisor covenants and agrees that, as long as he works for the Company,
                                                             the Advisor will keep in strict confidence the Company’s Confidential
                                                             Information and will not, without prior written consent of the Company,
                                                             disclose, use or otherwise disseminate the Company’s Confidential
                                                             Information, directly or indirectly, to any third party.



 


		(c)	The Advisor agrees that, upon termination
                                                             of his services for the Company, he will immediately surrender to
                                                             the Company all Company Confidential Information then in his possession
                                                             or under his control.



 


		4.2	Exceptions. The general prohibition
                                                           contained in Section 4.1 against the unauthorized disclosure, use or
                                                           dissemination of the Company’s Confidential Information will
                                                           not apply in respect of any Company Confidential Information that:



 



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		(a)	is available to the public generally;



 


		(b)	becomes part of the public domain
                                                             through no fault of the Advisor;



 


		(c)	is already in the lawful possession
                                                             of the Advisor at the time of receipt of the Company’s Confidential
                                                             Information; or



 


		(d)	is compelled by applicable law to
                                                             be disclosed, provided that the Advisor gives the Company prompt
                                                             written notice of such requirement prior to such disclosure and provides
                                                             assistance at the request and expense of the Company, in obtaining
                                                             an order protecting the Company’s Confidential Information
                                                             from public disclosure.



 


		4.3	Non Competition. The Advisor
                                                           agrees and undertakes that he will not, so long as this agreement is
                                                           in force, become financially interested in or be employed by business
                                                           or venture that competes directly with the Company’s business.



 


		4.4	No Solicitation.



 


		(a)	“Customer”: For
                                                             the purposes of this Agreement, “Customer” means
                                                             any Person who is, at any time during the Term of this agreement,
                                                             a customer of the Company.



 


		(b)	The Advisor covenants and undertakes
                                                             that he will not, at any time during the Term of this Agreement for
                                                             any reason, directly or indirectly, in any way:



 


(i)          solicit,
hire or engage the services of any employee of the Company or its affiliates or persuade or attempt to persuade any such individual
to terminate his employment or relationship with the Company or any of its Affiliates;


 


(ii)         persuade
or attempt to persuade any Customer to restrict, limit or discontinue purchasing or retaining the services provided by the Company
or any of its affiliates to any such Customer or to reduce the amount of business which any such Customer has customarily done,
or contemplates doing, with the Company or any of its affiliates in respect of the Company’s business, or to solicit or
take away, or attempt to solicit or take away, from the Company or any of its affiliates any of its Customers in respect of the
Company’s business.


 


Article 5

termination


 


This agreement
may be terminated for Cause by any of the parties with a prior notice of 12 months.  Cause is defined as the Advisor conviction
of, or plea of guilty to any crime involving dishonesty, fraud or moral turpitude. During the notice period, both parties to this
Agreement will fulfil their duties and obligations under this Agreement. It is agreed that, in the event of termination of this
agreement, neither the Company, nor the Advisor will be entitled to any notice, or payment in excess of that specified in this
Article 5.


 



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Article 6

Mutual Representations


 


		6.1	The Advisor represents and warrants
                                                           to the Company that the execution and delivery of this Agreement and
                                                           the fulfillment of the terms hereof



 


		(a)	will not constitute a default under
                                                             or conflict with any agreement or other instrument to which he is
                                                             a party or by which he is bound, and



 


		(b)	do not require the consent of any
                                                             person or entity.



 


		6.2	The Company represents and warrants
                                                           to the Advisor that this Agreement has been duly authorized, executed
                                                           and delivered by the Company and that the fulfillment of the terms
                                                           hereof



 


		(a)	will not constitute a default under
                                                             or conflict with any agreement of other instrument to which it is
                                                             a party or by which it is bound, and



 


		(b)	do not require the consent of any
                                                             person of entity.



 


		6.3	Each party hereto warrants and represents
                                                           to the other that this Agreement constitutes the valid and binding
                                                           obligation of such party enforceable against such party in accordance
                                                           with its terms subject to applicable bankruptcy, insolvency, moratorium
                                                           and similar laws affecting creditors' rights generally, and subject,
                                                           as to enforceability, to general principles of equity (regardless if
                                                           enforcement is sought in proceeding in equity or at law).



 


Article 7

notices


 


		7.1	Notices. All notices required
                                                           or allowed to be given under this Agreement must be made either personally
                                                           by delivery to or by facsimile transmission to the address as hereinafter
                                                           set forth or to such other address as may be designated from time to
                                                           time by such party in writing:



 


		(a)	in the case of the Company, to:



 


Blue Sphere Corporation


35 Assuta Street, Even Yehuda, Israel


   


		(b)	and in the case of the Advisor, to
                                                             the Advisors’s last residence address known to the Company.



 



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		7.2	Change of Address. Any party
                                                           may, from time to time, change its address for service hereunder by
                                                           written notice to the other party in the manner aforesaid.



 


Article 8

GENERAL


 


		8.1	Further Assurances. Each party
                                                           hereto will promptly and duly execute and deliver to the other party
                                                           such further documents and assurances and take such further action
                                                           as such other party may from time to time reasonably request in order
                                                           to more effectively carry out the intent and purpose of this Agreement
                                                           and to establish and protect the rights and remedies created or intended
                                                           to be created hereby.



 


		8.2	Waiver. No provision hereof
                                                           will be deemed waived and no breach excused, unless such waiver or
                                                           consent excusing the breach is made in writing and signed by the party
                                                           to be charged with such waiver or consent. A waiver by a party of any
                                                           provision of this Agreement will not be construed as a waiver of a
                                                           further breach of the same provision.



 


		8.3	Amendments in Writing. No amendment,
                                                           modification or rescission of this Agreement will be effective unless
                                                           set forth in writing and signed by the parties hereto.



 


		8.4	Assignment. Except as herein
                                                           expressly provided, the respective rights and obligations of the Advisor
                                                           and the Company under this Agreement will not be assignable by either
                                                           party without the written consent of the other party and will, subject
                                                           to the foregoing, enure to the benefit of and be binding upon the Advisor
                                                           and the Company and their permitted successors or assigns. Nothing
                                                           herein expressed or implied is intended to confer on any person other
                                                           than the parties hereto any rights, remedies, obligations or liabilities
                                                           under or by reason of this Agreement.



 


		8.5	The Company acknowledges and agrees
                                                           that the Advisor may submit to the Company invoices from a company
                                                           that employs him in lieu of invoices on his name. The Advisor confirms
                                                           that any such invoice will replace his own invoice and he agrees that
                                                           his fees will be paid by the Company to third parties provided that
                                                           it is done as per his instructions to the Company.



 


		8.6	Severability. In the event that
                                                           any provision contained in this Agreement is declared invalid, illegal
                                                           or unenforceable by a court or other lawful authority of competent
                                                           jurisdiction, such provision will be deemed not to affect or impair
                                                           the validity or enforceability of any other provision of this Agreement,
                                                           which will continue to have full force and effect.



 


		8.7	Headings. The headings in this
                                                           Agreement are inserted for convenience of reference only and will not
                                                           affect the construction or interpretation of this Agreement.



 



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		8.8	Number and Gender. Wherever
                                                           the singular or masculine or neuter is used in this Agreement, the
                                                           same will be construed as meaning the plural or feminine or a body
                                                           politic or corporate and vice versa where the context so requires.



 


		8.9	Time. Time is of the essence
                                                           in this Agreement.



 


		8.10	Governing Law.
                                                                                This Agreement will be construed and interpreted
                                                                                in accordance with the laws of the State of Israel
                                                                                applicable therein, and each of the parties hereto
                                                                                expressly attorns to the jurisdiction of the courts
                                                                                of the State of Israel. The sole and exclusive
                                                                                place of jurisdiction in any matter arising out
                                                                                of or in connection with this Agreement will be
                                                                                the applicable Tel-Aviv court.



 


IN WITNESS WHEREOF


 


the parties hereto have executed this
Agreement effective as of the date and year first above written.


 


	Per:	 	 	 
	 	Blue Sphere Corporation	 	Joshua Shoham
	 	 	 	 
	Name:	Shlomo Palas	 	 
	 	 	 	 
	Title: 	Chief Executive Officer	 	 


 



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