Blue Sphere Corp: Exhibit 10.8 - Filed by newsfilecorp.com






TERMINATION AGREEMENT

THIS TERMINATION AGREEMENT dated as of the 12th day of
February, 2010.

	AMONG: 
	               
                         
         Shlomo Palas ( I.D. 057313579 ) 
	               
                         
         17 Etrog St. 
	               
                         
         Rosh Hayyn 
	               
                         
         Israel 48570 
	  
	               
                         
         Samuel Keshet ( I.D. 030164529 ) 
	               
                         
         19, Reuven St. 
	               
                         
         Zichron Ya'akov 
	               
                         
         Israel 30900 
	  
	               
                         
         Eliezer Weinberg ( I.D. 065137408 ) 
	               
                         
         6, Hayarkon St. 
	               
                         
         Haifa 
	               
                         
         Israel 34465 
	  
	               
                         
         (Shlomo Palas, Samuel Keshet and Eliezer Weinberg together
      the “Principals”) 
	  
	AND: 
	               
                         
         Jin Jie Corp. 
	               
                         
         409 - 4th Floor, Tsui King House 
	               
                         
         Choi Hung Estate 
	               
                         
         Hong Kong 
	  
	               
                         
         (“JJC”) 
	  
	AND: 
	  
	               
                         
         Green Biofuels Holdings Ltd. an Israeli company, 
	               
                         
         17 Hactrog Street Rosh Hayin, Israel 
	  
	               
                         
         (“GBH”) 
	  
	AND: 
	               
                         
         Cally Kai Lai Lai 
	               
                         
         409 - 4th Floor, Tsui King House 
	               
                         
         Choi Hung Estate Hong Kong 
	  
	               
                         
         (“Lai”) 
	  
	AND: 
	               
                         
         Wei Xiang Zeng 
	               
                         
         409 - 4th Floor, Tsui King House 
	               
                         
         Choi Hung Estate Hong Kong 
	  
	               
                         
         (“Zeng”) 






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WHEREAS:

	A. 	
      The Principals, JJC, GBH, Lai and Zeng entered into a
      letter agreement dated January 13, 2010 (the “Letter Agreement”),
      regarding, among other things, the transfer and sale by GBH of all of the
      interest and rights to the assets and business of the GBH Carbon Credit
      Project, including know-how, trademarks, patents, agreements and all other
      assets (the "the GBH Carbon Credit Project Assets") to JJC;

	 	 
	B. 	
      The Principals, JJC, GBH, Lai and Zeng wish to mutually
      terminate the Letter Agreement and abandon the GBH Carbon Credit Project
      Assets acquisition; and

	 	 
	C. 	
      The Parties wish to enter into this termination agreement
      to confirm the termination of the Letter Agreement and to release each
      other from any and all obligations and liabilities pursuant to the Letter
      Agreement.



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

1.                   
Termination of Letter Agreement. The Letter Agreement is hereby
terminated and the GHB Carbon Credit Project Assets acquisition is hereby
abandoned effective as of the date hereof.

2.                   
Mutual Releases. Each of the parties hereto (the “Parties”) does hereby
release the other from all liabilities and legal obligations of whatsoever kind
and howsoever arising which either of them may now have or at any time hereafter
can, shall or may have in any way resulting or arising from any cause, matter or
thing existing up to the present time in connection with the Letter
Agreement.

3.                   
Final Termination Agreement. This Agreement and the other agreements to
which this termination agreement refers, together with all exhibits, schedules
and annexes attached to any of them, constitute the final, entire agreement
among the parties and supersedes any prior oral or written and all
contemporaneous oral proposals, commitments, promises, agreements or
understandings between the parties with respect to the termination of the Letter
Agreement and mutual release of the parties. 

4.                   
Further Assurances. The Parties will execute such further assurances and
other documents and instruments and do such further and other things as may be
necessary to implement and carry out the intent of this Agreement.

5.                   
Successors and Assigns. This Agreement will enure to the benefit of and
be binding upon the parties and their respective successors and assigns, as
applicable.

6.                   
Governing Law. This Agreement and the application or interpretation
hereof will be governed exclusively by its terms and by the laws of the State of
Nevada.




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7.                   
Counterparts. This Agreement may be executed in one or more counterparts
all of which together will constitute one and the same instrument.

8.                   
Electronic Means. Delivery of an executed copy of this Agreement by
electronic facsimile transmission or other means of electronic communication
capable of producing a printed copy will be deemed to be execution and delivery
of this Agreement as of the date set forth above.

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

	JIN JIE CORP. 	 	  
	 	 	 
	Per: 	/s/ Cally Ka Lai Lai	 	  
	       Authorized
      Signatory 	 	  
	 	 	 
	GREEN BIOFUELS HOLDINGS LTD. 	 	  
	 	 	 
	Per: 	/s/ Shlomo Palas	 	  
	       Authorized Signatory	 	  
	               	 	  
	/s/ Shlomo Palas 	 	/s/ Shmuel Keshet 
	SHLOMO PALAS 	 	SHMUEL KESHET 
	 	 	 
	/s/ Eliezer Weinberg	 	/s/ Cally Ka Lai Lai 
	ELIEZER WEINBERG 	 	CALLY KAI LAI LAI 
	 	 	 
	/s/ Wei Xiang Zeng	 	 
	WEI XIANG ZENG