Blue Sphere Corp.: Exhibit 10.1 - Filed by newsfilecorp.com






AMENDMENT TO EMPLOYMENT AGREEMENT

THIS AMENDMENT (the “Amendment”) amends the employment agreement entered into between Blue Sphere Corporation and Eli Weinberg  dated March 3, 2010 and is made this 18th day of May, 2010 (the “Effective Date”).

BETWEEN:

Blue Sphere Corporation, a
Nevada company with a business office in Hong Kong (formerly Jin Jie Corp.),


(the “Company”)

AND:

Eli Weinberg, an individual
currently residing in Haifa, Israel.

 (the “Executive”) 

WHEREAS:

A.     the parties hereto wish to amend the
employment agreement executed between them and dated March 3, 2010, attached
hereto as Annex A (the “Employment Agreement”).

NOW THEREFORE THIS AMENDMENT WITNESSES that, in
consideration for the promises and the mutual covenants and agreements herein
contained, the parties hereto covenant and agree as follows:

ARTICLE 1
AMENDMENT OF SECTION 2.2(C) OF THE
EMPLOYMENT AGREEMENT

	1.1 	
      Section 2.2(c) of the Employment Agreement shall
      be amended with the addition of a Section 2.2(c)(iii).

	 	 
	1.2 	
      Section 2.2(c) of the Employment Agreement shall
      be read as if Section 2.2(c)(iii) immediately follows Section
      2.2(c)(ii) with the following provision:

	 	 
		
      "any completed transaction effecting a merger,
      consolidation, reorganization, restructuring; purchase of substantially
      all of another entity or such entity's assets, business properties or
      securities; or purchase by the Company of such other entity's business
      unit, which transaction creates the result that the Company's shareholders
      immediately prior to such transaction do not own a majority of the shares
      in either the Company or any surviving entity immediately after the
      transaction; but does not include a transaction which is normally
      considered a pure financing, being issuance of shares for
  cash."







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ARTICLE 2

NO FURTHER CHANGES

	2.1 	
      Other than the specific amendment agreed upon herein, all
      other terms of the Employment Agreement shall remain unchanged, shall be
      in full force and effect, and shall govern this
  Amendment.



ARTICLE 3

COUNTERPARTS

	3.1 	
      This Amendment may be executed in counterparts, which
      taken together shall constitute a single document.



ARTICLE 4 
GOVERNING LAW

	4.1 	
      This Amendment 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
      Amendment will be the applicable Tel-Aviv court.



IN WITNESS WHEREOF the parties hereto have executed this
Amendment effective as of the date and year first above written.

	Per: 	/s/ S. Palas	 	/s/ Eli Weinberg    
	                   	Blue Sphere Corporation 	 	Eli Weinberg 
	 	 	 	 
	Name: 	Shlomi Palas	 	  
	 	 	 	 
	Title: 	CEO	 	  






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ANNEX A 

EMPLOYMENT AGREEMENT 

THIS AGREEMENT made this 3rd day of March, 2010 (the
  “Effective Date”). 

BETWEEN: 

Blue Sphere Corporation, a
  Nevada company with a business office in Hong Kong (formerly Jin Jie Corp.), 

(the “Company”) 

AND: 

Eli Weinberg, an individual
  currently residing in Haifa, Israel. 

(the “Chairman”) 

WHEREAS: 

A. The Company has, subject to the completion of certain
  conditions by the Chairman, agreed to engage the Chairman to serve in the role
  of founder of the Israeli subsidiary of the Company (the “Israeli
    Subsidiary”) and as an active director of the Israeli Subsidiary and upon
  his appointment as a director of the Company, as the Chairman of the Board of
  the Company; and 

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

C. The Chairman has significant experience and has previously
  negotiated with several potential clients of the Company in the past and thus
  has established relationships with such potential clients and will consequently
  reinitiate such relationships with the goal of beginning negotiations in order
  to have the Company sign commercial agreements with such potential clients;
  and

D. “PDD” means a document, prepared by an outsourced
  professional entity that presents information on the essential technical and
  organizational aspects of a project activity and is used for the registration of
  the project with the UNFCCC. The PDD contains information on the project
  activity, the approved baseline methodology applied to the project activity, and
  the approved monitoring methodology applied to the project. It discusses and
  justifies the choice of baseline methodology and the applied monitoring concept,
  including monitoring data and calculation methods. 

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: 





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ARTICLE 1 

  CONTRACT FOR SERVICES 

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

	 	 	 	 
		(a) 	Term. Unless terminated earlier in accordance with
      the provisions hereof, the term of employment under this Agreement will
      commence on the date of execution hereof (the “Commencement Date”)
      and will continue for a period of two (2) years from the Commencement Date
      (the “Term”). The Term will terminate immediately unless the
      following conditions are satisfied on or before April 15, 2010 or on an
      extended date as per 1.1(b) below, and in such case, this Agreement will
      be null and void ab initio:

	 	 	 	 
			(i) 	the Company, as a result of the Chairman’s efforts, has
      entered into two (2) fully-executed agreements with two separate parties,
      each unrelated and arm’s length to each other and to the Chairman, for
      carbon credit services; and

	 	 	 	 
			(ii) 	the Company, as a result of the Chairman’s efforts, has
      entered into two (2) signed memorandums of understanding with two separate
      parties, each unrelated and arm’s length to each other and to the
      Chairman, for carbon credit services;

	 	 	 	 
		(b) 	However, notwithstanding the above, if receipt of
      $500,000 less legal fees deducted (to a maximum of $50,000) necessary for
      the operation of the activities of the Israeli Subsidiary via a
      shareholders loan or capital injection by the Company (the “Funds”)
      in the bank account of the Israeli subsidiary of the Company (the “Bank
        Account”) is delayed beyond March 1, 2010, then the date of April
      15TH 2010, shall be extended on a day for day basis, until the
      funds are received in the Bank Account.

	 	 	 	 
	1.2 	Service. The Chairman agrees to faithfully,
      honestly and diligently serve the Company and to devote the Chairman’s
      time, attention and best efforts to further the business and interests of
      the Company during the Term. The Company acknowledges that the Chairman is
      engaged in other business activities that commenced prior to this
      agreement and the Chairman declares that these other activities will not
      be an obstacle to the commitments he is undertaking under this
      agreement.

	 	 	 	 
	1.3 	Duties. The Chairman’s services hereunder will be
      provided on the basis of the following terms and conditions:

	 	 	 	 
		(a) 
	Reporting directly to the Board of
      Directors of the Company, the Chairman will serve as the Chairman of the
      Board of the Company;








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	 	(b) 	The Chairman will be a member of the Board, and will be a
      partner with the Chief Executive in achieving the organization's
      mission.

	 	 	 
	 	(c) 	The Chairman will provide leadership to the Board of
      Directors, to set policy and to whom the Chief Executive is accountable.
      The Chairman will chair meetings of the Board after developing the agenda
      with the Chief Executive.

	 	 	 
	 	(d) 	The Chairman will discuss issues confronting the
      organization with the Chief Executive Officer. He will help, guide and
      mediate Board actions with respect to organizational priorities and
      governance concerns. The Chairman will review with the Chief Executive
      Officer any issues of concern to the Board and monitor financial planning
      and financial reports. The Chairman will formally evaluate the performance
      of the Chief Executive Officer and informally will evaluate the
      effectiveness of the Board members.

	 	 	 
	 	(e) 	The Chairman will assist the Chief Executive Officer to
      plan and direct the organization's activities to achieve stated/agreed
      targets and standards for financial and trading performance, quality,
      culture and legislative adherence. He will recruit, select and develop
      Chairman team members and direct functions and performance via the
      Chairman team.

	 	 	 
	 	(f) 	The Chairman will together with the Chief Executive
      Officer play a leading role in fundraising activities.

	 	 	 
	 	(g) 	The Chairman will faithfully, honestly and diligently
      serve the Company and cooperate with the Company and utilize maximum
      professional skill and care to ensure that all services rendered hereunder
      are to the satisfaction of the Company, acting reasonably, and the
      Chairman will provide any other services not specifically mentioned
      herein, but which by reason of the Chairman’s capability, the Chairman
      knows or ought to know to be necessary to ensure that the best interests
      of the Company are maintained.

	 	 	 
	 	(h) 	The Chairman will assume, obey, implement and execute
      such duties, directions, responsibilities, procedures, policies and lawful
      orders as may be determined or given from time to time by the
      Company.

	 	 	 
	 	(i) 	The Chairman will report the results of his duties
      hereunder to the Company as it may request from time to time.

	 	 	 
	 	(j) 	The Chairman will serve as an active director of the
      Israeli Subsidiary.



ARTICLE 2 

  COMPENSATION 

	2.1 	Remuneration.

	 	 	 
		(a) 	For services rendered by the Chairman during the Term,
      the Chairman will be paid a monthly remuneration, payable within 10 days
      after the end of each month against an invoice, at a gross monthly rate of
      US$10,000 + VAT (the “Fee”). Subsequently, the Fee will increase to
      a gross monthly rate of USD $15,000 + VAT upon the completion of PDDs for
      two projects. The Fee will be paid in NIS translated pursuant to the
      official representative rate of exchange of the US$ as published by the
      Bank of Israel on the payment date. Any deductions required to be made by
      the Company and submitted to relevant tax or other authorities will be
      deducted at source. Payments may be made through the Israeli subsidiary of
      the Company.









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		(b) 	The Chairman’s position with the Company is included
      among the positions of management or those requiring a special degree of
      personal trust, and the Company is not able to supervise the number of
      working hours of the Chairman; therefore the provisions of the Israel
      Hours of Work and Rest Law - 1951, will not apply to the Chairman and he
      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 	Stock Options.

	 	 	 
		(a) 	“Chairman’s Stock Options”: For the purposes of
      this Agreement, “Chairman’s Stock Options” means nine (9%) percent
      of the common shares in the capital of the Company as of the Effective
      Date to vest in accordance with this paragraph 2.2 and the Company’s Stock
      Option Plan.

	 	 	 
		(b) 	As of the Commencement Date, the Company will grant to
      the Chairman the Chairman’s Stock Options, exercisable at a price of
      $0.001 per share for a term of two years from the Commencement Date. At
      the end of each 3 months’ employment hereunder, 12.5% of the Chairman’s
      Stock Options shall vest. Other than in paragraph 2.2(c), common shares
      issued on exercise of the Chairman’s Stock Options may not be sold for two
      years after the Effective Date.

	 	 	 
		(c) 	Notwithstanding the foregoing, all of the Chairman’s
      Stock Options will vest upon: (i) the Company ending the Chairman’s
      employment pursuant to paragraph 5.3 hereunder without cause; or (ii) an
      event of a merger or acquisition by a third party of substantially all the
      Company or other “exit event” for all shareholders of the Company (each
      such event an “Exit”), in which Exit the Chairman will be entitled
      to exercise his Chairman’s Stock Options and join with customary rights of
      “tag-along” and shall consequently be entitled to sell the entirety of his
      common shares at the Exit price per share of the selling shareholders in
      such Exit. Notwithstanding section (ii) above, in the event of an Exit
      where the Chairman is requested to remain employed by the Company on terms
      no less favorable to him than under this Agreement but he refuses to
      remain so employed, the Chairman’s Stock Options will vest as per
      paragraph 2.2(b).

	 	 	 
		(d) 	The terms regarding the Chairman’s Stock Options shall be
      documented in a formal option agreement between the Company and the
      Chairman in the form appended as Schedule “A” to be executed
      simultaneously with this Agreement.









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

	 	 
	2.4 	Expenses. The Chairman will be reimbursed by the
      Company for all reasonable business expenses incurred by the Chairman and
      pre-approved by the board in connection with his duties within previously
      approved budgets upon submission of a monthly statement of expenses. 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.

	 	 
	2.5 	Vacation; Recreation Pay. The Chairman will be
      entitled to cumulative paid vacations of twenty (20) days per year. In
      addition, the Chairman will be entitled to sick leave according to
      applicable law, but will not be entitled to Recreation Pay. The Chairman
      will not be entitled to any other benefits whatsoever.

	 	 
	2.6 	Annual Review. The compensation payable and the
      method of payment to the Chairman under this Article 2 will be reviewed
      after 1 year from the date of this agreement by the Board of the
      Company.



ARTICLE 3 

INSURANCE AND BENEFITS 

	3.1 	Liability Insurance Indemnification. The Company
      will insure the Chairman (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) 	“Confidential Information”: For the purposes of
      this Agreement, “Confidential Information” shall include all
      information of a confidential nature, that has been or will be disclosed
      to the Chairman by the Company or any person or entity on its behalf, and
      includes, without limitation, any and all developments, trade secrets,
      inventions, innovations, techniques, processes, formulas, drawings,
      designs, products, systems, creations, improvements, documentation, data,
      specifications, technical reports, customer lists, supplier lists,
      distributor lists, distribution channels and methods, retailer lists,
      reseller lists, employee information, financial information, sales or
      marketing plans, competitive analysis reports and any other thing or
      information whatsoever, whether copyrightable or uncopyrightable or
      patentable or unpatentable.









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		(b) 	The Chairman acknowledges that, in the course of
      employment hereunder, the Chairman 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.

	 	 	 
		(c) 	The Chairman acknowledges that the Company’s Confidential
      Information constitutes a proprietary right, which the Company is entitled
      to protect. Accordingly, the Chairman covenants and agrees that, during
      the Term and for a period of two years thereafter, the Chairman 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.

	 	 	 
		(d) 	The Chairman 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:

	 	 	 
		(a) 	is available to the public generally;

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

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

	 	 	 
		(d) 	is compelled by applicable law to be disclosed, provided
      that the Chairman 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 	Fiduciary Obligation. The Chairman declares that
      the Chairman’s relationship to the Company is that of fiduciary, and the
      Chairman agrees to act towards the Company and otherwise behave as a
      fiduciary of the Company.









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	4.4 	Non Competition. The Chairman agrees and
      undertakes that he will not, so long as he is employed by the Company and
      for a period of 12 months following termination of his employment for
      whatever reason, directly or indirectly, as owner, partner, joint venture,
      stockholder, employee, broker, agent, principal, corporate officer,
      director, licensor or in any other capacity whatever engage
      in, become financially interested in, be employed by, or have
      any connection with any business or venture that competes with the
      Company’s business, including any business which, when this Agreement
      terminates, the Company contemplates in good faith to be materially
      engaged in within 12 months thereafter, provided that the Company has
      taken demonstrable actions to promote such engagement or that the
      Company’s Board of Directors has adopted a resolution authorizing such
      actions prior to the date of termination; provided, however, that Chairman
      may own securities of any corporation which is engaged in such business
      and is publicly owned and traded but in an amount not to exceed at any one
      time one percent (1%) of any class of stock or securities of such company,
      so long as he has no active role in the publicly owned and traded company
      as director, employee, consultant or otherwise.

	 	 	 	 
	4.5 	No Solicitation.

	 	 	 	 
		(a) 	“Customer”: For the purposes of this Agreement,
      “Customer” means any Person who is, at any time during the Term and
      for a period of 12 months following termination of the Chairman’s
      employment for any reason, a customer of the Company or any of its
      affiliates that the Chairman knew or ought reasonably to have known was a
      customer of the Company or any of its affiliates, or any Person with whom
      contact is made during such period for the purpose of persuading such
      Person to become a customer of the Company or any of its affiliates,
      provided that the Chairman knew or ought reasonably to have know such
      contact was made.

	 	 	 	 
		(b) 	“Person”: For the purposes of this Agreement,
      “Person” means an individual, corporation, partnership, trustee,
      trust, unincorporated association, organization, syndicate, joint venture,
      limited liability company, executor, administrator or other legal or
      personal representative, government entity or any other entity recognized
      by law.

	 	 	 	 
		(c) 	The Chairman covenants and undertakes that he will not,
      at any time during the Term and for a period of 12 months following
      termination of his employment for any reason, directly or indirectly, in
      any way:

	 	 	 	 
			(i) 	solicit, hire or engage the services of any employee or
      consultant 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.









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	4.6 	Remedies. The parties to this Agreement recognize
      that any violation or threatened violation by the Chairman of any of the
      provisions contained in this Article 4 will result in immediate and
      irreparable damage to the Company and that the Company could not
      adequately be compensated for such damage by monetary award alone.
      Accordingly, the Chairman agrees that, in the event of any such violation
      or threatened violation, the Company will, in addition to any other
      remedies available to the Company at law or in equity, be entitled as a
      matter of right to apply to such relief by way of restraining order,
      temporary or permanent injunction and to such other relief as any court of
      competent jurisdiction may deem just and proper.

	 	 
	4.7 	Reasonable Restrictions. The Chairman agrees that
      all restrictions in this Article 4 are reasonable and valid in order to
      protect the business and proprietary interests of the Company, both as to
      the duration of time and any geographic limitation therein provided, based
      on the present business, plans and prospects of the Company and that
      compliance with the provisions of this Agreement will be unduly burdensome
      on him or deprive him of a means of livelihood.



ARTICLE 5 

  TERMINATION 

	5.1 	Definitions

	 	 	 	 
		(a) 	“Cause”: For the purposes of this Agreement,
      “Cause” means that the Chairman has:

	 	 	 	 
			(i) 	committed an intentional act of fraud, embezzlement or
      theft in connection with the Chairman’s duties or in the course of the
      Chairman’s employment with the Company;

	 	 	 	 
			(ii) 	intentionally and wrongfully damaged property of the
      Company, or any of its respective affiliates, associates or
      customers;

	 	 	 	 
			(iii) 	intentionally or wrongfully disclosed any of the
      Confidential Information;

	 	 	 	 
			(iv) 	made material personal benefit at the expense of the
      Company without the prior written consent of the management of the
      Company;

	 	 	 	 
			(v) 	accepted shares or options or any other gifts or benefits
      from a vendor without the prior written consent of the management of the
      Company;

	 	 	 	 
			(vi) 	fundamentally breached any of the Chairman’s material
      covenants contained in this Agreement; or









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			(vii) 	willfully and persistently, without reasonable
      justification, failed or refused to follow the lawful and proper
      directives of the Company specifying in reasonable detail the alleged
      failure or refusal and after a reasonable opportunity for the Chairman to
      cure the alleged failure or refusal.

	 	 	 	 
	 	(b) 	“Terminated For No Cause”. For the purposes of
      this Agreement, “Terminated For No Cause” means any event of
      termination that is not a result of the events described in clause 5.1(a)
      above.

	 	 	 	 
	 	(c) 	“Intentional”: For the purposes of this Agreement,
      an act or omission on the part of the Chairman will not be deemed
      “intentional,” if it was due to an error in judgment or negligence,
      but will be deemed “intentional” if done by the Chairman not in
      good faith and without reasonable belief that the act or omission was in
      the best interests of the Company, or its respective affiliates,
      associates or customers.

	 	 	 	 
	 	(d) 	“Disability”: For the purposes of this Agreement,
      "Disability" will mean any physical or mental illness or injury as
      a result of which the Chairman remains absent from work for a period of
      six (6) successive months, or an aggregate of six (6) months in any twelve
      (12) month period. Disability will occur upon the end of such six-month
      period.



5.2 Termination For Cause or Disability. This Agreement
  may be terminated at any time by the Company without notice, for Cause or in the
  event of the Disability of Chairman. 

5.3 Termination For No Cause. This agreement may be
  Terminated For No Cause by any of the parties with a prior notice of 6 months if
  terminated within a period of 24 months from the closing date or with a notice
  of 3 months if terminated after 24 months from the closing date. During the
  notice period, both parties to this Agreement will fulfil their duties and
  obligations under this Agreement. 

5.4 Severance for Termination With Cause. If the Company
  terminates the Chairman’s employment for Cause, then the Company will not be
  obligated to pay the Chairman any severance payments or provide any notice
  whatsoever to the Chairman. 

5.5 Limitation of Damages. It is agreed that, in the
  event of termination of employment, neither the Company, nor the Chairman will
  be entitled to any notice, or payment in excess of that specified in this
  Article 5. 

5.6 Return of Materials. Within three (3) days of any
  termination of employment hereunder, or upon any request by the Company at any
  time, the Chairman will return or cause to be returned any and all Confidential
  Information and other assets of the Company (including all originals and copies
  thereof), which “assets” include, without limitation, hardware, software,
  keys, security cards and backup tapes that were provided to the Chairman either
  for the purpose of performing the employment services 





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hereunder or for any other reason. The Chairman acknowledges
  that the Company’s Confidential Information and the assets are proprietary to
  the Company, and the Chairman agrees to return them to the Company in the same
  condition as the Chairman received such Confidential Information and assets. 

5.7 Effect of Termination. Sections 4, 5.5 and 8.11
  hereto will remain in full force and effect after termination of this Agreement,
  for any reason whatsoever 

ARTICLE 6 

MUTUAL REPRESENTATIONS 

	6.1 	The Chairman 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 Chairman 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 

  409
  - 4th Floor, Tsui King House 

  Choi Hung Estate 

  Hong Kong 

  Attn: Cally Lai





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	 	(b) 	and in the case of the Chairman, to 6 Hayarkon St.
      Haifa.

	 	 	 
	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 	Entire Agreement. As of from the date hereof, any
      and all previous agreements, written or oral between the parties hereto or
      on their behalf relating to the employment of the Chairman by the Company
      are null and void. The parties hereto agree that they have expressed
      herein their entire understanding and agreement concerning the subject
      matter of this Agreement and it is expressly agreed that no implied
      covenant, condition, term or reservation or prior representation or
      warranty will be read into this Agreement relating to or concerning the
      subject matter hereof or any matter or operation provided for
      herein.

	 	 
	8.2 	Personal Agreement. The provisions of this
      Agreement are in lieu of the provisions of any collective bargaining
      agreement, and therefore, no collective bargaining agreement will apply
      with respect to the relationship between the parties hereto (subject to
      the applicable provisions of law).

	 	 
	8.3 	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.

	 	 
	8.4 	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.

	 	 
	8.5 	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.

	 	 
	8.6 	Assignment. Except as herein expressly provided,
      the respective rights and obligations of the Chairman 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 Chairman and the Company and their permitted successors
      or assigns. 









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		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.

	 	 
	8.7 	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.

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

	 	 
	8.9 	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.

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

	 	 
	8.11 	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.









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	8.12 	Enurement. This Agreement is intended to bind and
      enure to the benefit of the Company, its successors and assigns, and the
      Chairman and the personal legal representatives of the
      Chairman.



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

 

	Per: 	/s/ Cally Ka Lai Lai	 	/s/ Eli Weinberg
	 	Blue Sphere Corporation 	 	Eli Weinberg 
	 	 	 	 
	Name: 	Cally Ka Lai Lai	 	 
	 	 	 	 
	Title: