CONSULTING AGREEMENT


THIS AGREEMENT  ("AGREEMENT"),  effective as of the 8th day of August, 2006 (the
"EFFECTIVE   DATE"),  by  and  between  ENERGTEK  INC.  ("THE   CORPORATION")  a
corporation  registered in Nevada  having its principle  place of business at 26
East Hawthorne  Avenue,  Valley  Stream,  New York 11580 and Conertech Ltd ("THE
CONSULTANT")  a company  registered in Israel and having its principle  place of
business at Em Hamoshavot 94, Petach Tikva, Israel


WHEREAS,  Consultant is engaged in the business of providing services related to
the design and execution of alternative energy technology; and


WHEREAS,  the  Corporation  desires to engage the Consultant to perform  certain
services in the field of alternative  ENERGY("SERVICES") as set forth hereunder,
all in accordance with and subject to the terms of this Agreement;


NOW,  THEREFORE,  IN  CONSIDERATION OF THE PREMISES AND THE MUTUAL COVENANTS AND
CONDITIONS HEREINAFTER SET FORTH, THE PARTIES AGREE AS FOLLOWS:

1.    PROJECT SPECIFICATIONS

      Consultant hereby agrees to perform those precise services to be mutually
      agreed upon by the Parties and set forth in one or more task orders (each
      a "TASK ORDER"), a form of which is attached hereto as EXHIBIT A. Each
      Task Order shall be signed by an authorized representative of each party
      and shall include detailed information concerning a given project,
      including a description of the specific services to be provided ("SCOPE OF
      WORK"), project milestones and target completion dates ("PROJECT
      SCHEDULE"), a detailed budget ("PROJECT BUDGET"), and a schedule of
      payments related to the Project Schedule and the Project Budget ("PAYMENT
      SCHEDULE").

2.    PROJECT SCHEDULE

      2.1.  Each Task Order shall contain project timelines, milestones or
            target dates for completion of a project or a portion thereof, and
            all such schedules shall be reasonable for the Services to be
            provided. In all events, the Parties shall use their reasonable best
            efforts to comply with each Task Order.

      2.2.  If at any time either Party anticipates a delay in meeting the
            timelines for a given Task Order as set forth in its Project
            Schedule, either due to changes to the Services requested by the
            Corporation, or other causes, then the anticipating Party shall
            promptly notify the other Party in writing, specifying the reason
            for the delay and the anticipated effect upon the timelines,
            milestones or other deliverables.


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3.    CHANGE ORDERS

      Any change in the details of a Task Order or the assumptions upon which
      the Task Order is based may require changes in the Project Budget, Payment
      Schedule or Project Schedule. Every such change shall require a written
      amendment to the Task Order (a "CHANGE ORDER"). Each Change Order shall
      detail the requested changes to the applicable task, responsibility, duty,
      budget, timeline or other matter. The Change Order will become effective
      upon the execution of the Change Order by both Parties, and the Change
      Order will specify the period of time within which Consultant must
      implement the changes. Both Parties agree to act in good faith and
      promptly when considering a Change Order requested by the other party but
      neither party is obligated to execute a Change Order. No Change Order
      shall become effective unless and until it is signed by both Parties.

4.    PROJECT BUDGET, PAYMENT SCHEDULE, AND TERMS

      4.1.  The Corporation agrees to pay the Consultant for the Services
            rendered pursuant to the Project Budget and Payment Schedules
            included in each Task Order.

      4.2.  The Corporation agrees to reimburse the Consultant for reasonable
            pass-through expenses identified in the Task Order and incurred by
            the Consultant in providing the Services in accordance with the
            relevant Task Order, up until the pre agreed cap sum agreed
            ("EXPENSES") as specified in the relevant Task Order. All Expenses
            billed to the Corporation by the Consultant must be accompanied by
            appropriate documentary evidence, such as receipts or other
            documentation reasonably acceptable to the Corporation.

      4.3.  The Corporation shall pay the Consultant as specified in the
            relevant Task Order after receipt of a written invoice and required
            supporting documentation as applicable.

5.    REPORTS

      The Consultant shall submit to the Corporation on a monthly basis a report
      which shall set forth in detail the following data for that period: (i)
      the nature and the results of the Services; (ii) Expenses (as defined
      herein) incurred; and (iii) the number of hours and days during which the
      Services were rendered.

6.    TERMINATION

      6.1.  Either party may terminate this Agreement without cause immediately
            upon giving the other party a 30 day prior written notice of such
            termination, provided such termination shall not in and of itself
            affect any then uncompleted Task Order.

      6.2.  As soon as practicable, after receipt of such notice, the parties
            shall cooperate in good faith to agree on a plan to expeditiously
            conclude its activities with respect to such matter. Consultant
            shall transfer to the Corporation all information in any and all
            formats available, including electronic format and computer files
            and programs, in Consultant's possession.

      6.3   The Consultant may terminate a Task Order only if the Corporation
            has defaulted on its obligations hereunder and has not cured such
            default within 10 days after written notice if the default is the
            failure to pay the Consultant any amount due thereunder or within 30
            days after written notice in the event of any other default, upon
            giving the Corporation notice of such termination. As soon as
            practicable, after receipt of such notice, the parties shall
            cooperate in good faith to agree on a plan to expeditiously conclude
            its activities with respect to such matter. The Consultant shall
            transfer to the Corporation or to the Corporation's designee all
            information in any and all formats available, including electronic
            format and computer files and programs, in Consultant's possession.


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         6.4      In  the  event  of any  termination  of a  Task  Order  before
                  completion,  the Corporation  agrees to pay the Consultant for
                  all Services  rendered  pursuant to the unfinished  Task Order
                  prior  to such  termination  and any  non-cancelable  expenses
                  incurred  in  connection  with  Consultant's   performance  of
                  Services  thereunder.   As  soon  as  reasonably   practicable
                  following  receipt of a termination  notice,  Consultant shall
                  submit an itemized accounting of Services performed,  expenses
                  incurred    pursuant   to   performance   of   the   Services,
                  non-cancelable expenses incurred by Consultant relating to any
                  unfinished  Task  Order,  and  payments  received  in order to
                  determine  a balance to be paid by either  Party to the other.
                  Such  balance  shall be paid within 45 days of receipt of such
                  an itemized accounting by the Corporation.

7.    CONFIDENTIALITY

      7.1   The Consultant shall not disclose or appropriate to its own use, or
            to the use of any third party, any Proprietary Information (as
            hereinafter defined) of the Corporation of which Consultant has been
            or hereafter becomes informed, whether or not developed by the
            Consultant.

            "PROPRIETARY INFORMATION" shall mean confidential and proprietary
            information concerning the business and financial activities of the
            Corporation, including, inter alia, Corporation's product research
            and development, Corporation's banking, investments, investors,
            properties, employees, marketing plans, customers, trade secrets,
            and test results, processes, data, know-how, improvements,
            inventions, techniques and products (actual or planned), whether
            documentary, written, oral or computer generated. However, excluded
            from the above is any information that (i) is or shall become part
            of the public knowledge except as a result of the breach of
            Consultant's undertakings towards the Corporation; (ii) as shown by
            written records, is received by the Consultant from a third party
            exempt from confidentiality undertakings towards the Corporation;
            (iii) as shown by written records, is independently created by the
            Consultant without use of Proprietary Information of the
            Corporation; or (iv) the Consultant is compelled by court or
            government action pursuant to applicable law to disclose such
            information, provided, however, that the Consultant gives the
            Corporation prompt notice thereof so that it may seek a protective
            order or other appropriate remedy, after providing the Corporation
            with written notice.

      7.2   The Consultant will use the Proprietary Information solely to
            perform the Services for the benefit of the Corporation. The
            Consultant shall treat all Proprietary Information with the same
            degree of care as the Consultant accords to his own confidential
            and/or proprietary information, and the Consultant represents that
            it shall exercise reasonable care to protect its own confidential
            and/or proprietary information.

      7.3   Upon termination of its engagement with the Corporation, the
            Consultant will promptly deliver to the Corporation all documents
            and materials of any nature pertaining to its work with the
            Corporation. The Consultant shall be entitled to maintain a copy of
            such documents and materials for archival purposes, other than
            copies of any such documents or materials containing any Proprietary
            Information.


<PAGE>

         7.4      The Consultant  recognizes that the  Corporation  received and
                  will receive confidential and/or proprietary  information from
                  third parties subject to a duty on the part of the Corporation
                  to maintain the confidentiality of such information and to use
                  it only for certain limited purposes. The exceptions set forth
                  in Section 7.1 above shall apply to such information,  mutatis
                  mutandis.  The Consultant undertakes to keep and hold all such
                  information in strict  confidence  and trust,  and it will not
                  use or  disclose  any of such  information  without  the prior
                  written consent of the Corporation, except as may be necessary
                  to  perform  its duties  hereunder.  Upon  termination  of its
                  engagement  with the  Corporation,  the Consultant  shall act,
                  with respect to such information, as set forth in Section 7.3,
                  mutatis mutandis.

      7.5   The Consultant's undertakings under this Section 7 shall survive
            termination of this Agreement or of any renewal thereof.

8.    INTELLECTUAL PROPERTY RIGHTS

      8.1   The Consultant agrees that all Corporation Intellectual Property (as
            defined below) is work made for hire and will be the sole and
            exclusive property of the Corporation.

      8.2   The Consultant shall disclose promptly to the Corporation or its
            nominee, any and all inventions, designs, original works of
            authorship, formulas, concepts, techniques, processes, formulas,
            trade secrets, discoveries and improvements conceived or made by the
            Consultant in the course of providing the Corporation with the
            Services and in connection thereof during the term of this Agreement
            ("CORPORATION INTELLECTUAL PROPERTY"), and hereby assigns and agrees
            to assign to the Corporation or its nominee all its interest, in any
            Corporation Intellectual Property. The Consultant agrees to assist
            the Corporation in every proper way to obtain and enforce patents,
            copyrights, mask work rights, and other legal protections for the
            Corporation Intellectual Property in any and all countries, at the
            Corporation's expense. Whenever requested to do so by the
            Corporation, the Consultant will execute any documents that the
            Corporation may reasonably request for use in obtaining or enforcing
            or extending or renewing such patents, copyrights, mask work rights,
            trade secrets and other legal protections. The obligations in this
            Section 8 shall be binding upon Consultant's assigns, executors,
            administrators and other legal representatives.

      8.3   Consultant's undertakings under this Section 8 shall remain in full
            force and effect after termination of this Agreement or any renewal
            thereof.

9.    ENTIRE AGREEMENT

      This Agreement contains the full understanding of the Parties with respect
      to the subject matter hereof and supersedes all existing agreements and
      all other oral, written or other communications between the Parties
      concerning the subject matter hereof. This Agreement shall not be amended,
      modified or supplemented in any way except in writing and signed by a duly
      authorized representative of the Corporation and the Consultant.


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10.   GOVERNING LAW

      This Agreement and the performance hereof shall be governed, interpreted
      and construed in all respects by the internal laws of the State of New
      York. All disputes and claims arising under this Agreement or any Task
      Order shall be resolved exclusively in a court of applicable jurisdiction
      located in the State of New York, USA and each party consents to the venue
      of any such action. 11. NO WAIVER

      No waiver of any term, provision, or condition of this Agreement whether
      by conduct or otherwise in any one or more instances shall be deemed to be
      or construed as a further or continuing waiver of any such term,
      provisions, or conditions, or of any other term, provision, or condition
      of this Agreement.

12.   INDEPENDENT CONTRACTOR

      In fulfilling its obligations pursuant to this Agreement, each Party shall
      be acting as an independent contractor. Neither Party is granted any right
      or authority to assume or to create any obligation or responsibility,
      expressed or implied, on behalf of or in the name of the other Party.

13.   SEVERABILITY

      In the event any provision of this Agreement shall be determined to be
      void or unenforceable, the remaining provisions shall remain in full force
      and effect.

14.   ASSIGNMENT

      14.1  Except as set forth herein, neither Party shall assign this
            Agreement or any Task Order except with the express prior written
            consent of the other Party.

      14.2  Notwithstanding anything contained herein: (i) the Corporation may
            assign this Agreement and/or any Task Order to any Affiliate,
            provided that the assigning Party remains fully liable for all
            liabilities and obligations under this Agreement and any such Task
            Order; (ii) the Corporation may assign this Agreement and/or any
            Task Order to a Successor; and (iii) the Consultant may engage one
            or more subcontractors to perform some or all of the Services to be
            rendered, provided such are approved in advance by the Corporation.

      14.3  As used herein, "Affiliate" means in relation to a Party, any entity
            controlling such Party, controlled by such Party, or under common
            control with such Party; and "Successor" means any entity which
            acquires all or substantially all assets of a Party or any entity
            into which a Party is merged.


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15.   CONFLICTS BETWEEN AGREEMENTS

      In the event that there is any conflict between the provisions of this
      Agreement and any duly executed Task Order, the duly executed Task Order
      (but not any attachment there to) shall control.

16.   COMMUNICATIONS

      Each notice, demand, request, approval or communication ("NOTICE") which
      is or may be required to be given by any party to any other party in
      connection with this Agreement and the transactions contemplated hereby,
      shall be in writing, and given by personal delivery, certified mail,
      return receipt requested, prepaid, email or by overnight express mail
      delivery and properly addressed to the party to be served at such address
      as set forth hereunder. Notices shall be effective on the date delivered
      personally, the next day if delivered by overnight express mail or by
      email or three days after the date mailed by certified mail.

      If to the Corporation:

      Address:
      26 East Hawthorne Avenue, Valley Stream, New York 11580
      Email: doronuziel@gmail.com
      Attention: Doron Uziel


      If to the Consultant:

      Address
      Em Hamoshavot 94, Petach Tikva, Israel
      Email: Office@conertech.com
      Attention: Yochanan Yuval


                         SIGNATURES FOLLOW IN NEXT PAGE



<PAGE>





IN WITNESS  WHEREOF,  the Parties have  executed  this  Agreement as of the date
first set forth above.


Energtek Inc.                                    Conertech Ltd.
By: Doron Uziel                                  By:
(Print Name)                                     (Print Name)
Title: CEO                                       Title:
Signature: ____________                          Signature: ____________


<PAGE>



                                    EXHIBIT A

                               FORM OF TASK ORDER

CONSULTANT TASK ORDER NUMBER: 1

CONSULTANT PROJECT NUMBER: 2


This Task Order, dated 8th August 2006, is between Energtek Inc ("CORPORATION"),
and Conertech Ltd.. ("CONSULTANT").



WHEREAS,  Consultant and Corporation  have entered into that certain  Consulting
Agreement dated 8th August 2006 ("CONSULTING AGREEMENT"); and


WHEREAS, pursuant to the Consulting Agreement,  Consultant has agreed to perform
certain  Services in accordance  with Task Orders from time to time entered into
by the Parties and  Corporation  and  Consultant now desire to enter into such a
Task Order; and


NOW,  THEREFORE,  in consideration of the mutual covenants contained herein, the
Parties hereby agree as follows:

      1.    Scope of Work: Consultant shall perform the Services described in
            the Scope of Work, attached hereto as Appendix 1, in accordance with
            the Project Schedule, attached hereto as Appendix 2 and any other
            documents attached to and specifically referenced in this Task Order
            ("SERVICES")

      2.    Compensation: For performance of these Services, Corporation shall
            pay to Consultant an amount equal to the Project Budget set forth in
            Appendix 3, which amount shall be payable pursuant to the Payment
            Schedule set forth in Appendix 4.

      3.    The provisions of the Consulting Agreement are hereby expressly
            incorporated by reference into and made a part of this Task Order.



                         SIGNATURES FOLLOW IN NEXT PAGE


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IN WITNESS  WHEREOF,  the Parties have hereunto signed this Task Order effective
as of the day and year first written above.



Energtek Inc.                                    Conertech Ltd.

By: Doron Uziel                                  By: _________________
(Print Name)                                     (Print Name)
Title:CEO                                        Title:
Signature: ____________                          Signature: ____________

LIST OF APPENDICES:

APPENDIX 1:  SCOPE OF WORK
APPENDIX 2:  PROJECT SCHEDULE
APPENDIX 3:  PROJECT BUDGET
APPENDIX 4:  PAYMENT SCHEDULE




<PAGE>

                            APPENDIX 1: SCOPE OF WORK

Review of Industrial  Processes  for  production  of  Photovoltaic  Cells as per
Conertech's proposal.


                          APPENDIX 2: PROJECT SCHEDULE

Start of Project: 8th August 2006
End of Project: Not later than 31st August 2006


                           APPENDIX 3: PROJECT BUDGET

Twenty seven thousand (27,000) US Dollars


                          APPENDIX 4: PAYMENT SCHEDULE

Immediate Payment.