Blue Sphere Corp: Exhibit 10.7 - Filed by newsfilecorp.com






AFFILIATE STOCK PURCHASE AGREEMENT

                        This
Affiliate Stock Purchase Agreement (this “Agreement”), is made as of February
26, 2010, by and between CALLY KAI LAI LAI (“Lai”) and WEI XIANG ZENG (“Zeng”)
of 409 - 4th Floor, Tsui King House, Choi Hung Estate, Hong Kong, (the
“Sellers”) and the purchasers listed on Schedule A hereto, each of which is
referred to herein as a “Purchaser” and collectively as the “Purchasers”.

RECITALS

A.                   
WHEREAS, Lai and Zeng are each the owners of 17,500,000 (post-split at 35:1)
restricted shares of common stock, of Blue Sphere Corporation (the “Company”);
the 35:1 split of the Company occurred on or about February 17, 2010; 

B.                   
WHEREAS, the Sellers each propose to sell to each Purchaser half the number of
restricted shares of common stock specified next to such Purchaser’s name in
Schedule A hereto (the “Purchased Shares”), on the terms set forth herein.

In consideration of the premises, representations, warranties
and covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:

1.                    
PURCHASE AND SALE

                       
The Sellers hereby agree to sell, assign, transfer and deliver to each
Purchaser, and each Purchaser hereby agrees to purchase from the Sellers, the
Purchased Shares at a purchase price per share of US $0.001 (the “Purchase
Price”) with shares transferred and funds payable upon execution of this
Agreement, or on such other date as the parties may agree (the “Closing
Date”).

2.                     
REPRESENTATIONS AND WARRANTIES OF THE SELLER 

                         The
Sellers warrant, covenant and represent to each Purchaser with the intention of
inducing each Purchaser to enter into this Agreement that:

	 	(a) 	
      immediately prior to and at the Closing, the Sellers
      shall be the legal and beneficial owner of the Purchased Shares and on the
      Closing Date, the Sellers shall transfer to each Purchaser the Purchased
      Shares free and clear of all liens, restrictions, covenants or adverse
      claims of any kind or character;

	 	 	 
	 	(b) 	
      the Sellers have the legal power and authority to execute
      and deliver this Agreement and all other documents required to be executed
      and delivered by the Sellers hereunder and to consummate the transactions
      contemplated hereby; and

	 	 	 
	 	(c) 	
      the Sellers are, or has been during the past 90 days, an
      officer, director, 10% or greater shareholder or “affiliate” of the
      Company, as that term is defined in Rule







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      144 promulgated under the United States Securities Act
      of 1933, as amended (the “Securities Act”);

	 	 	 
	 	(d) 	
      to the best of the knowledge, information and belief of
      the Sellers there are no circumstances that may result in any material
      adverse effect to the Company or the value of the Purchased Shares that
      are now in existence or may hereafter arise;

	 	 	 
	 	(e) 	
      no Seller is indebted to the Company and the Company is
      not indebted to any of the Sellers;

	 	 	 
	 	(f) 	
      the authorized capital of the Company consists of
      50,000,000 (pre-split) shares of common stock and 1,750,000,000
      (post-split) shares of common stock, par value $0.001 per share, of which
      a total of 1,900,000 (pre-split) shares of common stock and 66,500,000
      (post-split) shares of common stock have been validly issued, are
      outstanding and are fully paid and non-assessable;

	 	 	 
	 	(g) 	
      except pursuant to conditional employment agreements
      with Shlomo Palas, Eli Weinberg and Shmuel Keshet and certain private
      placement financing planned for which subscriptions are outstanding,
      no person, firm or corporation has any right, agreement, warrant or
      option, present or future, contingent or absolute, or any right capable of
      becoming a right, agreement or option to require the Company to issue any
      shares in its capital or to convert any securities of the Company or of
      any other company into shares in the capital of the Company;

	 	 	 
	 	(h) 	
      the Company has no liability, due or accruing, contingent
      or absolute, and is not directly or indirectly subject to any guarantee,
      indemnity or other contingent or indirect obligation with respect to the
      obligation of any other person or company not shown or reflected in the
      Company’s most recent audited financial statements (the “Financial
      Statements”) filed on Edgar which will have been paid in full either from
      the Purchase Price or with the proceeds of a current private
    placement;

	 	 	 
	 	(i) 	
      the Company has good and marketable title to all of its
      assets, and such assets are free and clear of any financial encumbrances
      not disclosed in the Financial Statements; and

	 	 	 
	 	(j) 	
      there are no claims threatened or against or affecting
      the Company nor are there any actions, suits, judgments, proceedings or
      investigations pending or, threatened against or affecting the Company, at
      law or in equity, before or by any Court, administrative agency or other
      tribunal or any governmental authority or any legal basis for
  same.




	3.                   
      REPRESENTATIONS AND WARRANTIES OF THE
      PURCHASER 
  
      
                       
      Each Purchaser represents and warrants to the Seller that each Purchaser:
    







 -3-

	 	(a) 	
      has the legal power and authority to execute and deliver
      this Agreement and to consummate the transactions hereby
    contemplated;

	 	 	 
	 	(a) 	
      understands and agrees that offers and sales of any of
      the Purchased Shares prior to the expiration of a period of one year after
      the date of completion of the transfer of the Purchased Shares (the
      “Restricted Period”) as contemplated in this Agreement shall only be made
      in compliance with the safe harbor provisions set forth in Regulation S,
      or pursuant to the registration provisions of the Securities Act or
      pursuant to an exemption therefrom, and that all offers and sales after
      the Restricted Period shall be made only in compliance with the
      registration provisions of the Securities Act or an exemption
      therefrom;

	 	 	 
	 	(b) 	
      acknowledges that the Shares will be held in escrow for
      two years by the attorneys for the Company; and

	 	 	 
	 	(c) 	
      is acquiring the Purchased Shares as principal for its
      own account, for investment purposes only, and not with a view to, or for,
      resale, distribution or fractionalisation thereof, in whole or in part,
      and no other person has a direct or indirect beneficial interest in the
      Purchased Shares.



The foregoing representations and warranties are inserted for
the exclusive benefit of the Purchasers and may be waived in all or in part by
the Purchasers by notice in writing to the sellers.

4.                      
MISCELLANEOUS

4.1                   
The parties hereto acknowledge that they have obtained independent legal advice
with respect to this Agreement and acknowledge that they fully understand the
provisions of this Agreement.

4.2                   
Unless otherwise provided, all dollar amounts referred to in this Agreement are
in United States dollars.

4.3                   
There are no representations, warranties, collateral agreements, or conditions
concerning the subject matter of this Agreement except as herein specified.

4.4                   
This Agreement will be governed by and construed in accordance with the laws of
the State of Nevada. The parties hereby irrevocably attorn to the exclusive
jurisdiction of the courts of Nevada with respect to any legal proceedings
arising from this Agreement.

4.5                   
The representations and warranties of the parties contained in this Agreement
shall survive the closing of the purchase and sale of the Purchased Shares and
shall continue in full force and effect for a period of two years.

4.6                   
This Agreement may be executed in several counterparts, each of which will be
deemed to be an original and all of which will together constitute one and the
same instrument.




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4.7                   
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 on page one of this Agreement.

Each of the parties hereto has executed this Agreement to be
effective as of the day and year first above written.

	/s/ Wei Xiang Zeng	 	/s/ Cally Ka Lai Lai
	WEI XIANG ZENG 	 	CALLY KAI LAI LAI 






SCHEDULE A 
LIST OF PURCHASERS


	Name and Address 

      of Purchaser 	Number of Restricted 

      Shares of the Purchaser 	 Signature of Purchaser 
	Amir Rachmai 
No. 19 Shamai Street 
Jerusalem 91020
      
Israel 	31,450,000 


	



	Zetta Services Ltd. 
Att.Mr Thierry Ulmann 
14,Rue du
      Conseil General 
1205 Geneva 
Switserland 	1,675,000 



	




	Ehud Barzily Holdings and 

      Investments Ltd. 
No.7
      Menachem Begin Street. 
Ramat Gan 52521 
Israel 	1,675,000 
	





	  	34,800,000