Exhibit 10.3


 


Ocean
Yetsira (Creations) Investment Banking – corporate compensation policy 


 


	1.	Creations
    Investment Banking (‘CIB’) activities will be based on an insourcing / outsourcing mechanism: individuals that
    work within the Creations group and its subsidiaries would be able to participate in various Added Value activities and receive
    separate individual compensation for it. Administrator of the CIB will be Guy Nissensohn or anyone else appointed by Creations
    board of directors. 


 


	2.	Types
    of activities will include inter alia: 


 


	 	a.	Capital
    introduction (debt / equity) 
	 	b.	Mergers
    and acquisition advisory
	 	c.	Valuations
    / research
	 	d.	Consultancy
    (i.e. turnarounds) 


 


	3.	Compensation
    will be defined as any remuneration from the customer minus expenses incurred by CIB (including other Investment Bankers or
    finders if needed), minus 20% for CIB (compliance, legal, tax, review, regulatory, white label brand) Types of Compensation
    will include:


 


	 	a.	Cash
    retainer 
	 	b.	Success
    based cash compensation 
	 	c.	Equity
    compensation / options 
	 	d.	Other
    ordinary / non-ordinary 


 


	4.	Added
    Value Participants (AVP) activities (one person could be multiple AVPs):


 


	 	a.	Origination
    of customer – the AVP who made the introduction to the customer
	 	b.	Prospect
    into client – the AVP who signed up the customer
	 	c.	Junior
    banker work – decided by the leader of project if he/she needs more back office/other work
	 	d.	Sourcing
    (introduction only) of the counter party (i.e. investors/M&A targets)
	 	e.	Main
    execution work/leader


 




    	 



     


    

 


	5.	Compensation
    – deals could be complicated and separate compensation agreement could be reached between the AVPs. The final compensation
    plan should be finalized and agreed between the Leader and Administrator prior to the commence of any work. Compensation for
    AVP that work within the Creations group (either employee or through a consultancy agreement, whether all or part of the time
    during the project) are subject to an additional 20% fee from their compensation. This is to induce Creations to allow personnel
    to utilize work hours, office space, etc. As a rule of thumb, in the absent of any other arrangement the AVPs compensation
    will be as follows (subject to the 20% additional fee for employees/contractors of Creations group):


 


	 	a.	Origination
    of customer – 10% of all types of compensation for the duration of the customer lifetime (multiple projects in perpetuity)
    unless AVP is not employed by Creations – in that case the duration will be limited to 10 years. 
	 	b.	Prospect
    into client – 15% - for the specific project only
	 	c.	Junior
    banker work – negotiable – usually 5% to 15% dependent on workload
	 	d.	Sourcing
    – 5% 
	 	e.	Main
    execution work / leader – remainder of compensation after reducing the other AVPs above and the 20% to CIB as per item
    3 above. 
	 	f.	Numerical
    example: Success based project that invoiced and collected $100,000 with no expenses to reimburse. Leader and Originator work
    in Creations. Junior banker negotiated 5%, sourcing person at 5%:


 


	 	i.	CIB
    - $20,000, 
	 	ii.	Originator
    - $8,000 ($2,000 to CIB), 
	 	iii.	Prospect
    to Client $15,000, 
	 	iv.	Junior
    banker - $5,000
	 	v.	Sourcing
    - $5,000
	 	vi.	Leader
    - $36,000 ($9,000 to CIB)
	 	 	 
	 	Total CIB: $31,000, AVPs: $69,000, Grand Total: $100,000








 


	6.	Process:


 


	 	a.	Administrator
    of CIB will open a file for any prospect client and project (in his/her sole discretion). 
	 	b.	Any
    AVP wishing to be a Junior banker or leader will need the Administrator approval
	 	c.	External
    AVPs will be recruited by the Administrator as needed and sign a contract with CIB to reflect the regulation
	 	d.	Project
    team will be established including the all AVPs involved
	 	e.	Compensation
    will be paid to the AVPs monthly and only on realized income. AVPs working/consulting/subcontracting in Creations or its subsidiaries
    will receive it with their paycheck/invoice. External AVPs will send a quarterly invoice.
	 	f.	Compensation
    in the form of options/shares/other equity/non-ordinary will either be distributed directly to the AVP or first realized (i.e.
    sold) and then distributed at the Administrator sole discretion. 
	 	g.	The
    Administrator could be an AVP in any capacity (single or multiple). 


 


Administrator
of CIB: _________________________


 


Agreed
to by:


 


Signature:
______________________


 


Name:
_________________________


 


Date:___________________________


 




    	 



     


    

 


	 	 	Investment banking concept	 
	 	 	Monthly retainer	 	 	Success based	 
	Types of Investment banking services:	 	 		 	 	 		 
	Capital introduction (debt / equity)	 	$	0.00	 	 	$	230,000.00	 
	Mergers and acquistion advisory	 	$	0.00	 	 	$	0.00	 
	Valuations / research	 	$	0.00	 	 	$	0.00	 
	Consultancy (i.e. turnaround)	 	$	0.00	 	 	$	0.00	 



 


	Added value	 	Split	 	 	Employee (Yes/No)	 	Final Split	 	 	Retainer	 	 	Success based	 
	Origination of customer	 	 	10.00	%	 	Yes	 	 	8.00	%	 	$	0.00	 	 	$	18,400.00	 
	Prospect into client	 	 	15.00	%	 	Yes	 	 	12.00	%	 	$	0.00	 	 	$	27,600.00	 
	Junior banker work (typically 5-15 percent)	 	 	15.00	%	 	Yes	 	 	12.00	%	 	$	0.00	 	 	$	27,600.00	 
	Sourcing (intro only) the counter party	 	 	5.00	%	 	Yes	 	 	4.00	%	 	$	0.00	 	 	$	9,200.00	 
	Main Execution work	 	 	35.00	%	 	Yes	 	 	28.00	%	 	$	0.00	 	 	$	64,400.00	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Investment banking services	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Regulatory / legal / tax / compliance /  review	 	 	15.00	%	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Working under brand	 	 	5.00	%	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total to Creations	 	 	 	 	 	 	 	 	36.00	%	 	$	0.00	 	 	$	82,800.00	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Employment at Investment house fee	 	 	20.00	%