Blue Sphere Corp.: Exhibit 10.3 - Filed by newsfilecorp.com






AMENDMENT TO EMPLOYMENT AGREEMENT

THIS AMENDMENT (the “Amendment”) amends the employment agreement entered into between Blue Sphere Corporation and Shmuel Keshet  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:

Shmuel Keshet, an individual
currently residing at Zichron Yaakov, 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/ Shmuel Keshet    
	                   	Blue Sphere Corporation 	 	Shmuel Keshet 
	 	 	 	 
	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:

Shmuel Keshet, an individual currently
  residing at Zichron Yaakov, Israel.

(the “Executive”)

WHEREAS:

A. The Company has, subject to the completion of certain
  conditions by the Company, agreed to engage the Executive to serve in the role
  of Chief Operating Officer of the Company; 

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

C. “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:

ARTICLE 1 

  CONTRACT FOR SERVICES

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









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		(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 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 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 an Israeli Subsidiary of the Company
      (the “Israeli Subsidiary”) via a shareholders loan or capital
      injection by the Company (the “Funds”) in the bank account of the
      Israeli Subsidiary (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 Executive agrees to faithfully,
      honestly and diligently serve the Company and to devote the Executive’s
      time, attention and best efforts to further the business and interests of
      the Company during the Term. The Company acknowledges that the Executive
      is engaged in other business activities that commenced prior to this
      agreement and the Executive declares that these other activities will not
      be an obstacle to the commitments he is undertaking under this
      agreement.

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

	 	 	 	 	 
		(a) 	Reporting directly to the Chief Executive Officer of the
      Company, the Executive will serve as the Chief Operating Officer of the
      Company;

	 	 	 	 	 
		(b) 	The Executive will plan, develop and implement strategy
      for operational management and development so as to meet agreed
      organizational performance plans within agreed budgets and timescales. He
      will establish and maintain appropriate systems for measuring necessary
      aspects of operational management and development. He will monitor,
      measure and report on operational issues, opportunities and development
      plans and achievements within agreed formats and timescales . The
      Executive will manage and control projects expenditure within
      agreed budgets. 









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	 		He will contribute to the evaluation and
      development of operational strategy and performance in co-optation with
      the executive team. The Executive will ensure activities meet with and
      integrate with organizational requirements for quality management, health
      and safety, legal stipulations, environmental policies and general duty of
      care.

	 	 	 
	 	(c) 	The Executive 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
      Executive will provide any other services not specifically mentioned
      herein, but which by reason of the Executive’s capability, the Executive
      knows or ought to know to be necessary to ensure that the best interests
      of the Company are maintained.

	 	 	 
	 	(d) 	The Executive 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.

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



ARTICLE 2 

  COMPENSATION

	2.1 	Remuneration.

	 	 	 
		(a) 	For services rendered by the Executive during the Term,
      the Executive 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 an Israeli
      Subsidiary.

	 	 	 
		(b) 	The Executive’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 Executive; therefore the provisions of the Israel
      Hours of Work and Rest Law - 1951, will not apply to the Executive 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) 	“Executive’s Stock Options”: For the purposes of
      this Agreement, “Executive’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.









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		(b) 	As of the Commencement Date, the Company will grant to
      the Executive the Executive’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 Executive’s
      Stock Options shall vest. Other than in paragraph 2.2(c), common shares
      issued on exercise of the Executive’s Stock Options may not be sold for
      two years after the Effective Date.

	 	 	 
		(c) 	Notwithstanding the foregoing, all of the Executive’s
      Stock Options will vest upon: (i) the Company ending the Executive’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 Executive will be entitled
      to exercise his Executive’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 Executive 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 Executive’s Stock Options will vest as per
      paragraph 2.2(b).

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

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

	 	 	 
	2.4 	Expenses. The Executive will be reimbursed by the
      Company for all reasonable business expenses incurred by the Executive 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 Executive will be
      entitled to cumulative paid vacations of twenty (20) days per year. In
      addition, the Executive will be entitled to sick leave according to
      applicable law, but will not be entitled to Recreation Pay. The Executive
      will not be entitled to any other benefits
      whatsoever.









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	2.6 	Annual Review. The compensation payable and the
      method of payment to the Executive 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 Executive (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 Executive 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.

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









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	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
      Executive;

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

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

	 	 	 
	4.4 	Non Competition. The Executive 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 Executive 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 Executive’s
      employment for any reason, a customer of the Company or any of its
      affiliates that the Executive 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 Executive knew or ought reasonably to have know such contact was
      made.









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		(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 Executive 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.

	 	 	 	 
	4.6 	Remedies. The parties to this Agreement recognize
      that any violation or threatened violation by the Executive 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 Executive 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 Executive 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.









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ARTICLE 5 

  TERMINATION

	5.1 	Definitions

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

	 	 	 	 
			(i) 	committed an intentional act of fraud, embezzlement or
      theft in connection with the Executive’s duties or in the course of the
      Executive’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 Executive’s material
      covenants contained in this Agreement; or

	 	 	 	 
			(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 Executive 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 Executive 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 Executive 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 Executive 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.









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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 Executive.

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 Executive’s employment for Cause, then the Company will not be
  obligated to pay the Executive any severance payments or provide any notice
  whatsoever to the Executive.

5.5 Limitation of Damages. It is agreed that, in the
  event of termination of employment, neither the Company, nor the Executive 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 Executive 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 Executive either
  for the purpose of performing the employment services hereunder or for any other
  reason. The Executive acknowledges that the Company’s Confidential Information
  and the assets are proprietary to the Company, and the Executive agrees to
  return them to the Company in the same condition as the Executive 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 Executive 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 Executive that
      this Agreement has been duly authorized, executed and delivered by the
      Company and that the fulfillment of the terms hereof 









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	 	(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 




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





	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 Executive 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.









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	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 Executive 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 Executive 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.

	 	 
	8.7 	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.









12

	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.

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



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/ Shmuel Keschet 
	                   	 Blue
      Sphere Corporation 	 	Shmuel Keschet 
	 	 	 	 
	 	 	 	 
	Name: 	Cally Ka Lai Lai	 	 
	 	 	 	 
	 	 	 	 
	Title: