MANUFACTURING
      AGREEMENT

     

    This
      Manufacturing Agreement (“the
      Agreement”)
      is dated
      the 24th
      day of
      December, 2007 (“Effective
      Date”),
      by and
      between Inrob Philippines Ltd, a Philippines corporation (“INROB”),
      and CP
      Communication Services, Inc., a Philippines corporation, having an address
      at
      Unit 201, Syjuco, Bel-Air Building, Polaris Street, Makati City, Philippines
      (“CPCOM”)

    


    
      	WHEREAS:	
              Pursuant to
                the Agreement entered into between the parties on even date hereof
                for the
                lease of an operating factory (“Operating
                Lease Agreement”),
                CPCOM will operate a manufacturing facility for INROB at an existing
                factory in the Philippines (“the
                Premises”);
                and 

            


    

    


    
      	WHEREAS:	
              the
                parties hereto
                with to enter into an arrangement whereby CPCOM will operate the
                Premises
                and provide certain manufacturing services to INROB, all in accordance
                with the terms and conditions set forth herein,


            


    

     

    NOW,
      THEREFORE, THE PARTIES AGREE AS FOLLOWS:


    


    
      	
              1.

            	
              Term
                of Agreement. 

            


    

     

    This
      Agreement shall commence on the Effective Date and shall remain in full force
      and effect throughout the duration of the Operating Lease Agreement (the
“Agreement
      Term”).
      

    


    
      	
              2.

            	
              Provision
                of Services.

            


    

     

    
      	 	
              2.1

            	
              During
                the Agreement Term, CPCOM will provide INROB the services as may
                be
                required in order to provide INROB with a Product as designated by
                INROB
                and detailed in an instruction letter by INROB which services are
                hereinafter referred to individually as a “Service”
                and collectively as the “Services”.
                In providing the Services, CPCOM shall use the number of adequate,
                experienced and qualified personnel and management as may be necessary
                in
                order to supply INROB with the purchase orders placed by INROB from
                time
                to time and to ensure that INROB can conduct its business in the
                ordinary
                course. 

            


    

     

    
      	 	
              2.2

            	
              CPCOM
                shall determine both the staffing required and the particular personnel
                assigned to perform the Services. The personnel so assigned may be
                replaced or reassigned at CPCOM's sole discretion. INROB shall provide
                training to such personnel and shall be entitled to demand the replacement
                of any such personnel on grounds of lack of under
                qualification.

            


    

     

    
      	 	
              2.3

            	
              With
                respect to those employees who received training of any kind from
                INROB,
                their replacement or reassignment shall be pre-approved in writing
                by
                INROB. 

            


    

     

    
      	 	
              2.4

            	
              CPCOM
                shall not provide any professional services under this Service Agreement
                if the provision of such Services by the employees who would provide
                such
                services would be prohibited by
                law.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              2.5

            	
              CPCOM
                commits itself to render the Services with sufficient, experienced
                and
                adequate personnel and management. CPCOM shall be jointly and severally
                liable for all acts and omissions incurred by the personnel or management
                that it may use to render the Services with respect to the damages
                caused
                to INROB or third parties as a consequence of such acts or
                omissions.

            


    

     

    
      	 	
              2.6

            	
              CPCOM
                hereby grants to INROB and its successors access rights, on a nonexclusive
                basis, to areas of the Premises owned or leased by it to the extent
                necessary for CPCOM to perform the Services and for INROB to utilize
                the
                Services specified hereunder. 

            


    

     

    
      	 	
              2.7

            	
              INROB
                shall have no relationship or liability of any kind with respect
                to the
                personnel, management, employees or employees of third parties that
                CPCOM
                may use in order to provide the
                Services.

            


    

     

    
      	 	
              2.8

            	
              CPCOM
                shall strictly and timely comply with all legal and regulatory obligations
                that may be imposed or may correspond to it with respect to the personnel
                and management it uses to provide the Services and shall be directly
                responsible for all consequences that may arise or derive from a
                lack of
                such fulfilment.

            


    

     

    
      	 	
              2.9

            	
              The
                parties agree that in the event that INROB's interest require, INROB
                shall
                be entitled to replace the manufacturing services provided by CPCOM,
                provided that CPCOM was given a 1 (one) month prior written notice
                to that
                effect and that the costs of the production be adjusted accordingly.
                

            


    

     

    
      	
              3.

            	
              Consideration.
                

            


    

     

    The
      consideration for Services shall be in accordance with the going market rate
      in
      the area of the Premises for the services, as shall be agreed between the
      parties from time to time.

    


    
      	
              4.

            	
              Billing
                and Payment.

            


    

     

    At
      the
      end of each calendar month, CPCOM shall send to INROB an invoice for the actual
      services rendered by CPCOM to INROB during such time period, indicating the
      type
      of Services rendered, the number of persons dedicated to each Service and the
      number of hours spent for each type of Service. Upon receipt of the respective
      invoice, INROB shall review it and inform CPCOM of any objection it may have
      within 15 business days from receipt of the invoice. INROB shall pay to CPCOM
      the corresponding invoice no later than 45 days following the receipt of the
      invoice. It is agreed that the invoice shall be examined in accordance with
      the
      Purchase Orders placed by INROB according to the Operating Lease
      Agreement.

    


    
      	
              5.

            	
              Termination.

            


    

     

    
      	 	
              5.1

            	
              This
                Agreement shall be effective as of the Effective Date and shall remain
                in
                full force for the duration of the Operation Lease
                Agreement.

            


    

     

    
      	 	
              5.2

            	
              No
                termination of this Agreement shall discharge, affect or otherwise
                modify
                in any manner the rights and obligations of the parties hereto which
                have
                accrued or have been incurred prior to such
                termination.

            


    

     

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

    


    
      	
              6.

            	
              Liability.

            


    

     

    In
      providing the Services hereunder, CPCOM shall be liable to INROB for all
      liability, loss cost or damage of any nature whatsoever (including, without
      limitation, reasonable counsel and consultant fees and expenses, investigation
      costs, court costs and litigation expenses) (“Damages”)
      incurred or suffered by INROB arising out of CPCOM's performance or
      non-performance of its obligations hereunder, except with respect to any such
      Damages incurred as a result of INROB’s negligence as determined by the
      arbitrator appointed in accordance with this Agreement.

     

    Such
      liability shall include, inter alia, any damage or defect to the Products
      (whether in the process of manufacture or at any time until dispatch of the
      Products from CPCOM's premises), delay in manufacture of the Products, inability
      to manufacture the Products in the time and manner agreed by the parties in
      the
      Purchase Orders or in any other document. 

    


    
      	
              7.

            	
              Confidentiality.

            


    

     

    Confidential
      Information disclosed or generated pursuant to this Services Agreement shall
      be
      treated by each party hereto in accordance with the same standard of care such
      party applies to its own confidential information.

    


    
      	
              8.

            	
              Ownership
                in Propriety Rights.

            


    

     

    
      	 	
              8.1

            	
              CPCOM
                recognizes and acknowledges that all proprietary rights in the finished
                products manufactured (including all materials used in the manufacturing)
                by CPCOM in the framework of the Services and in the information
                provided
                by CPCOM in the rendering of the Services shall remain the sole property
                of INROB. 

            


    

     

    
      	 	
              8.2

            	
              CPCOM
                affirms that it has never had, does not have and will not have any
                claims
                to, and will not make any representations to third parties that it
                has,
                any proprietary rights in the Services, the information derived therefrom
                or any accompanying materials. 

            


    

     

    
      	
              9.

            	
              Status.

            


    

     

    CPCOM
      shall perform all Services hereunder as an independent contractor and nothing
      contained herein shall be construed as constituting CPCOM as an agent or legal
      representative of INROB or constitute a relationship of employer and employee
      or
      any other similar joint interest between the parties and neither party shall
      have the authority to bind the other party or to contract in the name of the
      other party or to create liability against the other party in any way
      whatsoever.

    


    
      	
              10.

            	
              Notices.

            


    

     

    All
      notices required hereunder shall be in writing and shall be effective as set
      forth in this Agreement. Such notices shall be delivered personally or sent
      by
      facsimile, confirmed in writing sent via registered mail, return receipt
      requested, postage prepaid, or sent by Federal Express or other courier service,
      to the addresses and facsimile number set forth above, unless notice of change
      of addresses and/or facsimile numbers is given in writing in accordance with
      the
      foregoing to the other parties, in which case any notice shall be sent to such
      new addresses and/or facsimile numbers.:

     

    Either
      party may change the address to which any communication, report or payment
      is to
      be directed to it by giving written notice to the other in the manner provided
      in this Section.

     

    
      
         

      

      
        -3-

        
          

        

      

      
         

      

    

    


    
      	
              11.

            	
              Assignment.

            


    

     

    This
      Agreement shall be binding upon an inure to the benefit of the successors of
      each party hereto, but shall not be assignable by either party without the
      prior
      written consent of the other.

     

    
      	
              12.

            	
              Access
                to Books and Records.

            


    

     

    Upon
      reasonable notice, CPCOM shall permit INROB (and/or its independent accountants)
      to review, no more than one time each calendar year, the books and records
      of
      CPCOM during regular business hours, as they relate to the charges under this
      Agreement for the purpose of verifying the accuracy of such charges. All costs
      of such review shall be paid by INROB.

    


    
      	
              13.

            	
              Third
                Persons. 

            


    

     

    This
      Agreement is not intended to, and shall not, create any rights in or confer
      any
      rights upon anyone other than the parties hereto.

    


    
      	
              14.

            	
              Arbitration,
                Governing Law and Jurisdiction.


            


    

     

    The
      Arbitration, Governing Law and Jurisdiction clauses shall be as stated in the
      Operation Lease Agreement.

    


    
      	
              15.

            	
              Governing
                Language. 

            


    

     

    This
      Agreement has been prepared in the English Language. In the event of any
      conflict or inconsistency between the English language version and any
      translation hereof made for any purpose, the English language version shall
      prevail and shall govern the interpretation and constructions hereof, except
      as
      may be required by applicable law.

    


    
      	
              16.

            	
              Amendment.

            


    

     

    Neither
      this Agreement nor any term hereof shall be amended or modified in any manner
      except by an instrument in writing which specifically refers to this Agreement
      and is executed by each of the parties hereto.

    


    
      	
              17.

            	
              Counterpart.

            


    

     

    This
      Agreement may be executed by the parties hereto in one or more counterparts,
      each of which shall be deemed to be an original, but all of which shall
      constitute one and the same agreement.

    


    
      	
              18.

            	
              Waiver.

            


    

     

    Failure
      of either party to insist upon strict compliance with any of the terms of this
      Agreement in one or more instances shall not be deemed to be a waiver of its
      right to insist upon such compliance in the future, or upon compliance with
      the
      other terms hereof.

     

    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    

    


    
      	
              19.

            	
              Information
                Access. 

            


    

     

    Each
      party will provide to the other party, free of charge of cost, copies of any
      information, data or documents reasonably required for reporting or compliance
      obligations with any governmental authority, except to the extent that provision
      of such copies of information, data and documents would result in undue burden
      or expense to the providing party.


    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
      by
      their authorized representatives as of the date first above
      written.

    
      	 	 	 	 
	
            	 	 	
            
	
              
                
INROB

            	 	 	
              
                
CPCOM

            
	By: /s/ Ben Tsur Joseph	 	 	By: /s/ Dan Galler
	Its: CEO	 	 	Its Managing
              Director


    

    


    
      
         

      

      
        -5-