****EXHIBIT 10.41**

**Addendum to Letter of Intent dated****20th Day of January 2009**

**Dated August 9, 2010**

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**Between: Vegiesafe LLC**a LimitedLiability Company registered in New York whose address is 126 Fifth Avenue 4th Floor New York, NY 10011-5629 USA **(“Vegiesafe”)**and **Between**Pimi Agro CleanTech Ltd. a company registered in Israel whose address is POB 107 Kibutz Alonim, Israel (“**Pimi**”).
Whereas The parties have signed LOI on January 20, 2009 forthe for the development of Pimi’s activity in the US;
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AndWhereasPimi and Earthbound LLC, a limited Liability company registered in Delaware whose address is 126 Fifth Avenue 4thFloor New York, NY 10011-5629 USA (“**EB**”) has signed a Term Sheet on January 20, 2009 for the investment a sumof $300,000 by Earthbound in shares of Pimi (which turned to be investment in Pimi Agro Cleantech Inc (the mother company of Pimi“Pimi Inc.)) against the allocation to EB of 226,642 Common Stock Shares.
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AndWhereasEB has not completed the investment in Pimi Inc., and has invested $180,000 against the allocation of 135,986 CommonStock Shares of Pimi Inc.;
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AndWhereasPimi Inc. has published a PPM to its current investors under which it has offered them to purchase up****to500,000 shares of Common Stock of Pimi Inc., for a price of $0.6 per share with a warrant to purchase additional share for $0.9per share within 2 years;
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AndWhereasEB has decided to participate in the PrivatePlacement in the amount of $30,000 to be invested until August 9, 2010;
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AndWhereasPimi and Vegisafe has made progress in their mutual activity in the US and they would like to expand this activitiesto Sweet Potatoes, Yams, Onions, Cabbage, and Mushrooms, subject to the fulfillment of the Vegisafe and EB obligations under thisAddendum.
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AndWhereasPimi has agreed to expand the JV also to treatment of Citrus by Pimi’s product, subject to,Vegisafe will bear all costs and expenses deem necessary by Pimi which relating to such activity as herein described;
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**Nowit has been agreed between the Parties:**

1.            **The Agreement and this Addendum**

1.1            The Preamble to this Addendum is an integral part of it.

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1.2  The headings of the sections are forconvenient only and would not serve for interpretation to this Addendum.
 
1.3  This Addendum is amending the terms of the LOI. In case of contradiction between the provisions of this Addendum and LOIthe provision of this Addendum will prevail on the provisions of the LOI. Terms and provisions in the LOI which have not been amendedwill remain in full force and effect.
 
1.4  Terms used in this Addendum will havethe same meaning as in the LOI.
 

2.            **Vegisafe Debt to Pimi**
2.1  Vegisafe agrees and obligate to reimburse Pimi expenses in the US with regard to the JV in the sum of $40,000. Until thedate of this Addendum Vegisafe has transferred to Pimi $10,000 on account of this debt and agreed to pay the balance in 4 equalmonthly installments commencing September, 2010 of $7,500 per month till paid in full by December, 2010.
 

3.            **Investment in Pimi Inc.**
3.1  Vegisafe declares that EB will participate in the Private Placement in the sum of $30,000. Attached to this Addendum isthe Subscription Agreement signed by EB.
 
3.2  Subject to the execution of the Subscription Agreement by EB and the investment of $30000 in Pimi Inc, until August 9, 2010,Pimi Agrees to relieve EB from its obligation under the Term Sheet to invest the balance of $120,000 in Pimi Inc., and the noninvestment of this amount will not be considered by Pimi as a breach of the LOI under section 10.4 of the LOI.
 

4.            **Scope of the Joint Venture**
4.1  Subject to the fulfillment of EB and Vegisafe obligations under this Addendum as described above Scope, the JV will be expandedto treatment of Sweet Potatoes, Yams, Cabbage, Mushrooms and Onions.
 
4.2  If Vegisafe and EB will fulfill its obligations as described above, Pimi further agrees to expand the JV to treatment ofCitrus subject that Vegisafe will invest and will cover all expenses relating to this activity, such as but not limited to, expensesrelating to registration of patent/s, EPA approval/s, tests, researches, travel and accommodation expenses legal fees, consultantsfees and any other reasonable expense which in Pimi’s opinion is required for the progress of, distribution and implementationof Pimi’s product/s for the treatment of Citrus in the US.
 

 

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Inwitness whereof the Parties have signed this Addendum on the 9th of August 2010.

 
Vegiesafe LLC. Pimi Agro CleanTech Ltd.   By: /s/ Jack Dweck By: /s/ Youval Saly
 

 

 

**EB's consent**

We the undersigned Earthbound LLC agreesto terms of this LOI and to be bound by the terms of section 3 above.

Earthbound LLC

By: Jack Dweck, Co- Chairman

Signature: /s/ Jack Deweck

Date: August 9, 2010

 

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