Unassociated Document


    INVESTMENT
      AGREEMENT 

     

    This
      Agreement is made as of the 29th
      day of
      June, 2007, by and among Angstore
      Technologies Ltd.,
      a
      company duly registered in the state of Israel with its address at 7 HaOfe
      St., South Industrial Park, Ashkelon 78172 (the "Company")
      and
      Energtek Inc., a company duly registered in the State of Nevada, USA with its
      address at 26 East Hawthorne Avenue, Valley Stream, NY 11580, USA (the
      "Purchaser") 

    


    WHEREAS The
      Purchaser is a shareholder of the Company that presently holds 7,364 out of
      the
      16,364 issued and outstanding shares of the Company; and 

    


    WHEREAS The
      Purchaser wishes to purchase additional shares in the Company that shall bring
      its holdings in the Company to a majority holding in the Company and the Company
      agrees to issue such shares to the Purchaser as set forth herein;
      and

    


    WHEREAS The
      parties wish to set forth their agreements herein; 

    


    NOW
      THEREFORE, in consideration of the promises and mutual covenants contained
      herein, the Company and the Purchaser hereby agree as
      follows:

    


    
      	
              1.

            	
              Preamble
                and Appendixes

            


    

    
      	 	 	 


      	 	
              1.1.

            	
              The
                preamble to this Agreement as well as its appendixes forms an integral
                part hereto.

            


      	 	 	 


    

    
      	 	
              1.2.

            	
              The
                headings of the sections and subsections of this Agreement are made
                for
                convenience of reference only and are not to be considered in construing
                this Agreement.

            


    

    


    
      	
              2.

            	
              Purchase
                and Sale of Purchased Shares 

            


      	 	 


    

    
      	 	
              2.1.

            	
              The
                Purchaser agrees and undertakes to purchase, subject to the terms
                of this
                Agreement, from the Company, and the Company agrees to sell and issue
                to
                the Purchaser, an aggregate of 16,384 ordinary shares of the Company
                of
                NIS 1 par value, representing 50% of the Company’s issued and outstanding
                shares (the “Purchased Shares") on a fully diluted basis, as follows: On
                each Closing Date (hereafter defined), Purchaser shall purchase,
                and
                Company shall sell and issue, the number of shares of the Company’s
                ordinary shares set forth for each such Closing Date in Section 2.2
                hereof. The purchase price to be paid by Purchaser to the Company
                in
                consideration for the issuance of the Purchased Shares shall be $27.50
                per
                share (the "Purchase Price"), and shall be payable on each Closing
                Date
                with respect to the number of Purchased Shares purchased on such
                Closing
                Date.

            


    

    
    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              2.2.

            	
              The
                purchase and issuance of the Purchased Shares shall take place in
                three
                closings (each, a “Closing”)
                at the offices of Pelles, Moser, Sherman & Co. - Law Offices, located
                at 12 Abba Hillel Street, Ramat Gan, on June 29, 2007 or at such
                other
                time and place as may be agreed to by the parties in writing. The
                first
                closing shall take place on the date of this Agreement (the “First Closing
                Date”) simultaneously with the execution of this Agreement. The second
                closing shall take place during the month of July 2007 (the “Second
                Closing Date”). The third closing shall take place not later than August
                31, 2007 (the “Third Closing Date”). The number of Purchased Shares to be
                purchased and issued at each Closing shall be as
                follows:

            


      	 	 	 


    

    
      	 	
              2.2.1.

            	
              On
                the First Closing Date, 4,000 Purchased Shares shall be purchased
                and
                issued for an aggregate Purchase Price of
                US $110,000;

            


      	 	 	 


    

    
      	 	
              2.2.2.

            	
              On
                the Second Closing Date, 8,000 Purchased Shares shall be purchased
                and
                issued for an aggregate Purchase Price of US $220,000;
                and

            


      	 	 	 


    

    
      	 	
              2.2.3.

            	
              On
                the Third Closing Date, 4,364 Purchased Shares shall be purchased
                and
                issued for an aggregate Purchase Price of US
                $120,010.

            


      	 	 	 


    

    
      	 	
              2.3.

            	
              The
                capitalization table of the Company, pre and post the purchase of
                the
                Purchased Shares by the Purchaser, is as set in Exhibit
                2.3
                attached hereto. 

            


    

    
      	 	
              2.4.

            	
              The
                Company shall promptly notify the Registrar of Companies of the State
                of
                Israel of the issuance of the Purchased Shares, upon receipt of Purchase
                Price (or parts of the same according to Clause 2.2).
                

            


    

    
      	 	
              2.5.

            	
              The
                rights of the Purchased Shares are as determined in the memorandum
                and
                articles of association of the Company (as amended from time to
                time).

            


    

    


    
      	
              3.

            	
              Closing
                Deliveries.

            


      	 	 


    

    
      	 	
              3.1.

            	
              At
                each Closing, the Company shall deliver to Purchaser a share certificate
                representing the Purchased Shares purchased by Purchaser on that
                Closing
                Date against delivery to the Company by Purchaser of the Purchase
                Price
                therefor by wire transfer of immediately available funds to an account
                specified in writing by the Company.

            


      	 	 	 


    

    
      	 	
              3.2.

            	
              At
                the Closing taking place on the First Closing Date, the following
                additional transactions shall occur: 

            


      	 	 	 


    

    
      	 	
              3.2.1.

            	
              The
                Company shall deliver to the Purchaser a copy of a resolution of
                the
                Company’s shareholders approving this Agreement in the form attached
                hereto as Exhibit 3.2.1.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              3.2.2.

            	
              The
                Company shall deliver to the Purchaser a copy of a resolution of
                the Board
                of Directors of the Company approving this Agreement, in the form
                attached
                hereto as Exhibit
                3.2.2 

            


      	 	 	 


    

    
      	 	
              3.2.3.

            	
              The
                Company shall secure any and all waivers required from any shareholders
                of
                the Company, regarding their pre-emptive rights in connection with
                the
                Purchased Shares, to the extent
                necessary.

            


      	 	 	 


    

    
      	 	
              3.2.4.

            	
              The
                Company shall notify the Office of the Chief Scientist in the ministry
                of
                Industry and Commerce ("the OCS") of such transaction. In the event
                the
                approval of the OCS shall be required, the Parties shall use their
                best
                endeavourers to secure such approval as soon as possible.
                

            


      	 	 	 


    

    
      	 	
              3.2.5.

            	
              The
                Purchaser shall deliver to the Company a copy of a resolution of
                the Board
                of Directors of the Purchaser approving this Agreement, in the form
                attached hereto as Exhibit
                3.2.5.

            


      	 	 	 


    

    
      	 	
              3.2.6.

            	
              The
                Purchaser shall deliver to the Company a copy of a resolution of
                the Board
                of Directors of the Purchaser, to be adopted within two business
                weeks
                from the Closing, nominating the CEO of the Company, Mr. Lev Zaidenberg,
                as President of the Purchaser. 

            


      	 	 	 


    

    
      	 	
              3.3

            	
              Conditions
                of Purchasers to Closing.
                The obligations of the Purchaser to purchase the Purchased Shares
                and to
                pay the Purchase Price at each Closing are subject to the fulfillment
                at
                or before the Closing Date for such Closing of the following conditions
                precedent (to the extent indicated below), any one or more of which
                may be
                waived in whole or in part by the Purchaser, which waiver shall be
                at the
                sole discretion of the Purchasers:

            


      	 	 	 


    

    
      	 	
              3.3.1

            	
              Representations
                and Warranties.
                The representations and warranties made by the Company in this Agreement
                shall have been true and correct when made, and shall be true and
                correct
                as of the Closing as if made on the
                Closing.

            


      	 	 	 


    

    
      	 	
              3.3.2

            	
              Covenants.
                All covenants, agreements, and conditions contained in this Agreement
                to
                be performed or complied with by the Company prior to the Closing
                shall
                have been performed or complied with by the Company, prior to or
                at the
                Closing.

            


      	 	 	 


    

    
      	 	
              3.3.3

            	
              Consents,
                etc.
                The Company shall have secured all permits, consents and authorizations
                that shall be necessary or required lawfully to consummate this Agreement
                and to issue the Purchased Shares to each Purchaser at the
                Closing.

            


      	 	 	 


    

    
      	 	
              3.3.4

            	
              Delivery
                of Documents.
                All of the documents to be delivered by the Company pursuant to Section
                3.2 shall have been delivered to the Purchasers. All other actions
                and
                transactions set forth in Section 3.2 shall have been completed on
                or
                prior to the Closing.

            


    

    
    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              3.3.5

            	
              Ordinary
                Course of Business.
                From the signing of this Agreement
                through the Closing, the Company has not taken, and has not agreed
                or
                resolved to take, any action which is outside the ordinary course
                of its
                business consistent with past custom and practice (including with
                respect
                to quantity and frequency).

            


      	 	 	 


    

    
      	
              4.

            	
              Representations
                and Warranties of the Company

            


      	 	 


      	 	The Company represents and warrants to the Purchaser,
              and
              acknowledges that the Purchaser is entering into this Agreement in
              reliance thereon, as of the date hereof as
              follows:


    

     

    
      	 	
              4.1.

            	
              Validity
                of Transaction.
                The Company has all requisite power and authority to execute, deliver,
                and
                perform this Agreement. All necessary corporate proceedings of the
                Company
                have been duly taken to authorize the execution, delivery, and performance
                of this Agreement by the Company. This Agreement is the legal, valid,
                and
                binding obligation of the Company, and is enforceable as to the Company
                in
                accordance with its terms. All waivers or other consents needed from
                any
                banks, shareholders, governmental entities, or other third parties
                in
                connection with the transactions contemplated by this Agreement,
                have been
                obtained, and evidence was delivered to the
                Purchaser.

            


      	 	 	 


    

    
      	 	
              4.2.

            	
              Capitalization.
                The share capital of the Company is as stated in Exhibit 2.3. There
                are no
                contracts, agreements, or understandings relating to the issuance,
                sale or
                transfer of any equity securities or other securities of Company,
                including any of the following: options, warrants, agreements, or
                other
                rights for the acquisition of shares of the Company's share capital;
                securities or other obligations of the Company which are convertible
                into
                shares of the Company's share capital; or sale agreements, shareholder
                agreements, pledges, proxies, voting trusts, powers of attorney,
                restrictions on transfer or other agreements or instruments that
                are
                binding on Seller or the Company, including without limitation, any
                such
                agreements or instruments that relate to the ownership, voting or
                transfer
                of any shares of the Company's share capital.


            


      	 	 	 


    

    
      	 	
              4.3.

            	
              Information.
                All written information which has been given by the Company to the
                Purchaser in the course of the negotiations leading to this Agreement
                was
                when given and is at the date hereof true and accurate in all material
                respects.

            


    

    
    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              4.4.

            	
              Contracts.
                The Company is not in breach of any deed, agreement or transaction
                to
                which it is a party, and to the best of its knowledge, no third party
                that
                has transacted business with the Company is in breach of any of its
                material obligations under any deed, agreement, or transaction to
                which it
                is a party with the Company. The Company has not given any guarantee,
                indemnity or security for or otherwise agreed to become directly
                or
                contingently liable for any obligation of any other person and no
                person
                has given any guarantee of or security for any obligation of the
                Company.

            


      	 	 	 


    

    
      	 	
              4.5.

            	
              Litigation.
                The Company is not involved in any civil, criminal or arbitration
                proceedings. 

            


      	 	 	 


      	 	4.6.	Debts and Loan Facilities.
              There are no debts owing by or to the Company other than (a) debts
              listed
              in the financial reports for the year ending Dec. 31st
              2006 and the 3 month period ending on March 31st
              2007, and (b) as detailed in Exhibit
              4.6
              and (c) which have arisen in the ordinary course of business. The Company
              has not lent any money that has not yet been repaid. The parties hereto
              confirm that after consummation of the investment, which is the subject
              of
              this Agreement, there are no other outstanding shareholder loans owed
              to
              any shareholder. 


    

      

    
      	 	
              4.7.

            	
              Brokers.
                No agent, broker, investment banker, person or firm acting in a similar
                capacity on behalf of or under the authority of the Company is or
                will be
                entitled to any broker's or finder's fee or any other commission
                or
                similar fee, directly or indirectly, on account of any action taken
                by the
                Company in connection with any of the transactions contemplated under
                this
                Agreement.

            


    

    
      	 	 


      	
              5.

            	
              Representations
                of the Purchaser

            


      	 	 


      	 	The Purchaser represents and warrants to the Company,
              and
              acknowledges that the Company is entering into this Agreement in reliance
              thereon, as of the date hereof as
              follows:


    

     

    
      	 	
              5.1

            	
              Validity
                of Transaction.
                The Purchaser has all requisite power and authority to execute, deliver,
                and perform this Agreement. All necessary corporate proceedings of
                the
                Purchaser have been duly taken to authorize the execution, delivery,
                and
                performance of this Agreement by the Purchaser. This Agreement is
                the
                legal, valid, and binding obligation of the Purchaser, and is enforceable
                as to the Purchaser in accordance with its terms. All waivers or
                other
                consents needed from any banks, shareholders, governmental entities,
                or
                other third parties in connection with the transactions contemplated
                by
                this Agreement, have been obtained, and evidence was delivered to
                the
                Purchaser.

            


    

    
    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              5.2

            	
              Brokers.
                No agent, broker, investment banker, person or firm acting in a similar
                capacity on behalf of or under the authority of Purchaser is or will
                be
                entitled to any broker's or finder's fee or any other commission
                or
                similar fee, directly or indirectly, on account of any action taken
                by
                Purchaser in connection with any of the transactions contemplated
                under
                this Agreement.

            


      	 	 	 


    

    
      	 	
              5.3

            	
              The
                Purchased Shares will be acquired for investment for by Purchaser
                for the
                Purchaser's own account, not as a nominee or agent, and not with
                a present
                view to the resale or distribution of any part thereof, and Purchaser
                has
                any present intention of selling, granting any participation in,
                or
                otherwise distributing the same.

            


      	 	 	 


    

    
      	 	
              5.4

            	
              Purchaser
                further represents that it is a shareholder of the Company and familiar
                with its business and has conducted such inspections as it deems
                fit.

            


      	 	 	 


    

    
      	
              6.

            	
              Miscellaneous

            


      	 	 


    

    
      	 	
              6.1.

            	
              Governing
                Law and Jurisdiction.
                This Agreement shall be governed and construed in accordance with
                the laws
                of Israel and the courts of Tel Aviv shall have sole jurisdiction.
                

            


      	 	 	 


    

    
      	 	
              6.2.

            	
              Entire
                Agreement.
                This agreement constitutes the entire agreement between the parties
                hereto
                pertaining to the transactions contemplated herein and embodies all
                the
                terms binding upon the parties in respect thereof. No party to this
                Agreement shall be liable or bound in any manner by prior consent
                or
                contemporaneous express or implied representation, warranty, statement,
                promise, covenant or agreement pertaining to the said transaction
                made by
                it or on its behalf unless same is expressly set forth or referred
                to
                herein.

            


      	 	 	 


    

    
      	 	
              6.3.

            	
              Notices.
                All notices in connection to this agreement will be in writing and
                delivered personally or sent by registered mail or certified mail,
                postage
                prepaid, by confirmed telefax or confirmed email, to the appropriate
                addresses of the parties or to any other address as each party may
                designate by written notice to the other party in the manner herein
                provided for such notice. Any notice thereunder shall be deemed to
                have
                been served or given as of the date such notice is actually received,
                is
                delivered personally, 7 days after dispatch if sent by registered
                mail or
                on the next business day if sent by telefax or by email, provided
                such
                delivery is confirmed.

            


      	 	 	 


    

    
      	 	
              6.4.

            	
              Amendments
                and Waivers.
                Any term of this Agreement may be amended and the observance of any
                term
                of this Agreement may be waived (either generally or in a particular
                instance and either retroactively or prospectively), only with the
                written
                consent of all the parties hereto.

            


    

    
    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              6.5.

            	
              Severability.
                If
                one or more provisions of this Agreement are held to be unenforceable
                under applicable law, such provision shall be excluded from this
                Agreement
                and the balance of the Agreement shall be interpreted as if such
                provisions were so excluded and shall be enforceable in accordance
                with
                its terms.

            


    

    


    Signatures
      in the following page

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    In
      witness whereof, the parties have executed this Investment Agreement as of
      the
      date first above written.

    


    


    [Signature
      page for June 29, 2007,  ordinary
      Shares Investment]

    


    


    
      	
              /s/
                Lev Zaidenberg_____________

            
	
              Angstore
                Technologies Ltd. 

            
	 


    

    By:
      Lev
      Zaidenberg

    Date:
      June 29, 2007

    
      	 
	
              /s/
                Doron Uziel________________

            
	
              Energtek
                Inc.

            
	 
	
              By:
                Doron Uziel

              Date:
                June 29, 2007

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Exhibit
      2.3

    To
      the
      Investment Agreement made
      as
      of the 29th
      day of
      June, 2007, by and

    among
      Angstore Technologies Ltd. and Energtek Inc.,

     

     

    
 

    Capitalization
      of Angstore Technologies Ltd. 

    before
      the Investment

    


    
      	 	 	
              Shares

            	 	
              Percentage

            	 
	
              Radel
                LLC

            	 	 	
              9,000

            	 	 	
              55.0

            	
              %

            
	
              Energtek
                Inc.

            	 	 	
              7,364

            	 	 	
              45.0

            	
              %

            
	
              TOTAL

            	 	 	
              16,364

            	 	 	
              100.0

            	
              %

            


    

    


    


    Investments
      to take place

    


    
      	 	 	
              Investment

            	 	
              Shares

            	 
	
              First
                Closing

            	 	 	
              110,000

            	 	 	
              4,000

            	 
	
              Second
                Closing

            	 	 	
              220,000

            	 	 	
              8,000

            	 
	
              Third
                Closing

            	 	 	
              120,010

            	 	 	
              4,364

            	 
	
              TOTAL

            	 	 	
              450,010

            	 	 	
              16,364

            	 


    

    


    


    Capitalization
      after the Investment

    


    
      	 	 	
              Shares

            	 	
              Percentage

            	 
	
              Radel
                LLC

            	 	 	
              9,000

            	 	 	
              27.5

            	
              %

            
	
              Energtek
                Inc.

            	 	 	
              23,728

            	 	 	
              72.5

            	
              %

            
	
              TOTAL

            	 	 	
              32,728

            	 	 	
              100.0

            	
              %