AGREEMENT
      

    


    Made
      and signed in Tel-Aviv on July 19, 2007

    


    Between:
      

    


    Kidron
      Industrial Holdings, Ltd. 

    Company
      No.: 520040486

    Jabutinsky
      Road 7, Ramat Gan

    (Hereinafter,
      the “Company”)
      

    


    On
      the one side;

    


    And:

    


    
      	 	
              1.

            	
              AP
                Holdings, Ltd.

            


    

    By:
      Shalom Attia 

    _______________________

    _______________________

    


    
      	 	
              2.

            	
              Emvelco
                Corp. 

            


    

    By:
      Yossi
      Attia

    _______________________

    ________________________

    (Hereinafter,
      jointly and severally the “Investor”)

    


    On
      the other side;

    


    WHEREAS,
      the
      Company is a public company that its securities are registered for trade at
      the
      Tel-Aviv Stock Exchange, Ltd. (the “exchange”);
      however, as of the date of this agreement, the securities’ trade is
      suspended;

    


    WHEREAS,
      Appswing, Ltd (“Appswing”)
      is in
      actual control of the Company, which control was obtained by a share purchase
      agreement of the Company’s shares from the previous controlling
      entities/persons;

    


    WHEREAS,
      the
      Company is empty from any business activity and assets, and that because of
      creditors’ arrangement that was conducted for the Company, that was approved by
      the Mehozi Court in Nazareth on June 10, 2007 (“creditors
      arrangement”);

    


    
      
         

      

      
        1

        
          

        

      

      
         

      

       

    

    WHEREAS,
      the
      parties wish that the investor will sell the Company the transferred asset
      as
      defined below, against a private placement of 907,934,502 shares of the Company
      which will constitute, immediately after their placement, 72.11% of the issued
      capital stock of the Company and voting powers in it (hereinafter the
“private
      placement to investor”),
      pursuant to the performance of the conditions stated in Section 6 below;


    


    WHEREAS,
      parallel to the private placement to investor, the company will issue to
      Appswing Ltd., 172,034,669 shares that will constitute after their issuance
      and
      after the issuance to the investor pursuant to this agreement 13.66% of the
      issued capital stock of the Company and voting powers in it, and that according
      to an agreement dated July 19, 2007 between the Company and Appswing, which
      its
      copy is attached as Exhibit
      1
      to this
      agreement (hereinafter, the “private
      placement to Appswing”);

    


    WHEREAS,
      the
      Investor entered with Appswing into an agreement for consulting services to
      the
      Investor as defined below; 

     

    WHEREAS,
      the
      Parties wish to put in writing the agreed principals between them in connection
      with the dealings related to this agreement;

    


    Accordantly,
      it is declared, conditioned, and agreed between the parties as
      follows:

    


    
      	
              1.

            	
              General

            


    

    


    
      	 	
              1.1

            	
              The
                introduction to this agreement and its exhibits are inseparable parts
                of
                it. 

            


    

    
      	 	
              1.2

            	
              The
                sections’ titles in this agreement were stated only for convenience and
                reference purposes and should not be used to clarify the meaning
                of this
                agreement. 

            


    

    


    
      	
              2.

            	
              Definitions

            


    

    


    All
      the
      terms in this agreement shall have the meanings which appears next to it:


    


    
      	 	
              2.1

            	
              “The
                court”
-
                The Mehozi Court in Haifa.

            


    

    
      	 	
              2.2

            	
              The
                “general
                meeting”
                -
                The
                general meeting of the Company’s shareholders.   

            


    

    
      	 	
              2.3

            	
              “2006
                report”
                -
                The
                periodical report for the Company for the year 2006, as will appear,
                in
                the MAGNA-Distribution
                Site
                after its publishing. 

            


    

    
      	 	
              2.4

            	
              “March
                2007 report”-
                The report dated 3.31.2007 that the Company will publish, as will
                appear
                in the MAGNA-Distribution
                Site.
                

            


    

    
      	 	
              2.5

            	
              “Dollar”-
                USA Dollar, according to the Prime
                Rate
                of
                the USA dollar published by Bank Israel which will be known at the
                time of
                payment, but in any case not less than an exchange rate of 4.268
                New
                Shekels to a dollar. 

            


    

    
      	 	
              2.6

            	
              “Consulting
                fees from investor”- An
                amount of 1,000,000
                dollars, in addition to MA”AM (sales tax) that will be paid to Appswing by
                Investor for
                consultation to the investor including in connection with re-organization
                of the transferred asset and the transfer of the transferred asset
                to
                company and the actions that will be taken by the companies that
                are
                included in the transferred asset which are accompanied to this transfer
                (hereinafter, “consulting
                services to investor”).

            


    

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

       

    

    
      	 	
              2.7

            	
              “The
                stock exchange”-
                The Tel-Aviv Stock Exchange Ltd. 

            


    

    
      	 	
              2.8

            	
              “The
                private placements”-
                the private placement to investor. 

            


    

    
      	 	
              2.9

            	
              “The
                issued shares to investor”- 907,934,502
                shares of the company that will be issued to the investor as part
                of the
                private placement to investor. 

            


    

    
      	 	
              2.10

            	
              “The
                issued shares to Appswing”
-
                172,034,669 shares of company that will be issued to Appswing as
                part of
                the private placement to Appswing. 

            


    

    
      	 	
              2.11

            	
              “Appswing
                agreement”
                - a
                placement agreement dated July 19, 2007 between the company to Appswing
                which is attached as Exhibit
                2
                to
                this agreement. 

            


    

    
      	 	
              2.12

            	
              “The
                transferred asset” - 75,000
                shares of Verge Living Corporation (“Verge”),
                which constitute 100% of the issued capital stock of Verge, and also
                20,000 shares of Sitnica d.o.o. (“Sitnica”),
                which constitute 100% of the issued capital stock of Sitnica, which
                they
                and their assets are described in the attached valuation as Exhibit
                2.12
                to
                this agreement. 

            


    

    
      	 	
              2.13

            	
              “Creditors
                arrangement”
-
                the creditors arrangement of the company dated June 10, 2007, as
                was
                approved by the Company’s creditors meeting and by the court, and that,
                and which copy ____
                and by power of a court order that approves it are attached to this
                agreement as Exhibit
                2.13.
                

            


    

    
      	 	
              2.14

            	
              “The
                preliminary conditions” - the
                conditions detailed in Section 6 below.


            


    

    
      	 	
              2.15

            	
              “The
                companies act” - The
                Companies Act, HATASHNA”T - 1999

            


    

    
      	 	
              2.16

            	
              “The
                securities act”
-
                The Securities Act, HATASHCA”CH -
                1968.

            


    

    
      	 	
              2.17

            	
              “Business
                day”
-
                A day in which most banks in Israel are open to the public for conducting
                of deals. 

            


    

    
      	 	
              2.18

            	
              “The
                completion date”
-
                a date that will be agreed to by the parties and that will begin
                not later
                than 3 business days from the performance of the last of the preliminary
                conditions, but in any case not later than September 3, 2007.
                

            


    

    
      	 	
              2.19

            	
              “The
                middle period”
-
                the period between the date of signing of the agreement to the completion
                date. 

            


    

    
      	 	
              2.20

            	
              “Controlling
                persons regulations”
-
                regulations of securities (a deal between a company and its controlling
                persons), HATASHS”A - 2001. 

            


    

    
      	 	
              2.21

            	
              “Private
                placement regulations”-
                regulations of securities (private placement of securities in a registered
                company), HATASHA”S- 2000. 

            


    

    


    
      	3.	
              The
                Deal

            


    

    


    
      	 	
              3.1

            	
              At
                the completion date, the company will purchase from the investor,
                and the
                investor will transfer to the company the transferred asset, in
                consideration for the issuance of the issued shares to investor,
                when they
                are free (excluding limitations pursuant to Section 15(c) to the
                securities act). The issued shares to investor will be divided between
                the
                individuals of the investor in a manner which 544,760,702 shares
                will be
                issued to Emvelco RE Corporation and the balance of 363,173,801 shares
                will be issued to AP Holdings. 

            


    

    


    
      
         

      

      
        3

        
          

        

      

      
         

      

       

    

    
      	 	
              3.2

            	
              The
                investor acknowledges that it is known to it ___
                to
                the completion date the company intends to issue to Appswing, the
                issued
                shares to Appswing, when they are free (excluding limitations pursuant
                to
                Section 15(c) to the securities
                act).

            


    

    


    
      	 	
              3.3

            	
              It
                is known to company, that the investor entered into agreement with
                Appswing pursuant to which it will purchase from it, according to
                the
                completion of issuance to the investor pursuant to this agreement,
                49,032,
                256 of the issued shares to Appswing, in consideration for the amount
                of
                13,926,250 New Shekels, attached to the increase in the prime rate
                of the
                USA dollar. 

            


    

    


    
      	 	
              3.4

            	
              It
                is known to the company that in the completion date of the public
                issuance
                of the company, Appswing will pay the investor the consulting fees
                from
                investor, and deduct the amount of 250,000 dollars which were paid
                to
                Appswing by the investor ____
                to
                the signing of this agreement, as an advance on account of the amount
                mentioned above, and all according to an agreement signed between
                Appswing
                and the investor. 

            


    

    


    
      	4.	
              Company’s
                Representations and
                Warranties

            


    

    


    The
      company represents and warrants as follows: 

    


    
      	 	
              4.1

            	
              The
                company is a public company that was incorporated and registered
                pursuant
                to Israeli law on 07/06/1958, which its shares are registered for
                trade in
                the exchange, but their trade is suspended. The company has not received
                any message from the registrar of companies that it was about to
                be erased
                from the books of the registrar of companies and it declares that
                to best
                of its knowledge there is no reason to erase it from the registrations
                of
                the registrar of companies. 

            


    

    


    
      	 	
              4.2

            	
              The
                company’s registered capital stock is divided to 450,000,000 common
                shares. 

            


    

    


    
      	 	
              4.3

            	
              The
                company’s issued and outstanding capital stock, as of the date of this
                agreement, is composed of 179,197,599 common shares. Beyond that,
                in the
                capital stock of the company there are no other securities of any
                kind
                (including convertible securities) and excluding as explicitly stated
                in
                this agreement, the company has not been obligated to issue to any
                person
                and/or entity shares and/or securities of any kind and/or rights
                to shares
                and/or other rights and has not received any payment on account of
                the
                shares and/or other securities and/or rights as stated, excluding
                as
                stated in this agreement. The company does not know of any claim
                according
                to which the company’s capital stock was not fully paid for and/or has not
                been issued in conformity with the law and pursuant to the instructions
                in
                the company’s incorporation documents.


            


    

    


    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    


    
      	 	
              4.4

            	
              The
                issued shares to investor will be issued when they are free (excluding
                limitations pursuant to Section 15(c) to the securities act) and
                will
                constitute, after their issuance and taking into consideration the
                execution of the private placement to Appswing, 72% of the company’s
                capital stock and voting rights in it (including in a full dilution).
                After the completion of the purchasing of the shares from Appswing
                as
                stated in Section 3.3 above the investor will hold 76% of the company’s
                issued capital stock and the voting rights in it (including in full
                dilution). 

            


    

    


    
      	 	
              4.5

            	
              According
                to interested parties reports which were given to the company, the
                only
                interested parties in the company are as follows:
                

            


    

    


    
      	
              Name
                Of Shareholder

            	 	
              Amount
                Of Shares 

            	 	
              Percentage
                Of Company’s Capital Stock

            
	
              Kidron
                

            	 	
              65,694,103

            	 	
              36.66%

            
	
              Michael
                Zuz 

            	 	
              60,491,039

            	 	
              33.76%

            
	
              Orlight
                

            	 	
              9,681,878

            	 	
              5.40%

            


    

    


    It
      is not
      known to the company of any agreement of any kind between any of the interested
      parties stated above. Between them, and themselves and/or between them and
      any
      other interested parties in the company and/or an agreement of any kind between
      the other shareholders in the company between themselves, in connection with
      their holdings in the company, and that excluding an agreement between Appswing
      and the trustee of the creditors arrangement of the company, pursuant to which
      Appswing will purchase the controlling shares in the company (134,398,190
      shares). The agreement will be approved by the Mehozi Court in Nazareth on
      June
      10, 2007, as part of the approval of the creditors arrangement of the company.
      As of the date of this agreement the execution of the share purchase agreement
      has not been completed and it is expected to be completed during the following
      weeks. In spite of the stated above, the company considers Appswing and Mr.
      Yaron Yenni, the controlling person in Appswing, as actually having the
      controlling interests in the company, and that stems from the stated agreement.
      

    


    
      	
            	4.6.	
              It
                is not known to the company of any pending criminal proceeding
                against
                the company or of an intention to open any kind of criminal proceeding
                against the company. 

            


    

    


    
      	 	
              4.7.

            	
              The
                company will act, in conformity with the instructions of any law,
                for the
                purpose
                of conducting the general meeting to the completion period or to
                a period
                close to it, which will be agreed by the investor, that its daily
                agenda,
                among other subjects, will include the following
                subjects:

            


    

    


    
      	 	
              a.

            	
              The
                change of the company’s name to the name of Attia Group Ltd. or to another
                similar name that will be approved by the Registrar of the Companies.
                

            


    

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    
      	 	
              b.

            	
              Change
                of the company’s regulations to the form attached to this agreement as
                Exhibit
                4.7(b).

            


    

    
      	 	
              c.

            	
              The
                increase of the registered capital of the company to an amount of
                5,000,000,000 shares. 

            


    

    
      	 	
              d.

            	
              The
                appointment of new directors on behalf oh the investor, as stated
                in
                section 6.1.1 as follows.

            


    

    
      	 	
              e.

            	
              The
                approval of entering into this agreement, execution of the private
                placement to the investor and the private issuance to Appswing, and
                the
                approval of the Appswing agreement.


            


    

    
      	 	
              f.

            	
              Approval
                of the deal agreement between the company and Mr. Yossi Attia, that
                begins
                at the completion date, according to which Mr. Yossi Attia will serve
                as
                the company’s CEO in consideration for the cost
                of wages
                to
                the company in an amount equal to 10,000 USA Dollars, and also
                reimbursement of expenses in connection with the company’s dealings,
                according to company policy as will be determined from time to time.
                Also,
                Mr. Yossi Attia will be entitled to an annual grant in the amount
                of 2.5 %
                of the net annual revenue before tax on the company above 8 million
                New
                Shekels.

            


    

    
      	 	
              g.

            	
              The
                approval of the deal agreement between the company to Mr. Shalom
                Attia,
                that begins at the time of completion, according to which Mr. Shalom
                Attia
                will serve as vice president to the company’s operations in Europe in
                consideration for the cost of wages to the company in an amount equal
                to
                10,000 USA dollars and also reimbursement of expenses in connection
                with
                the company’s dealings, according to the company’s policy as will be
                determined from time to time. Also, Mr. Shalom Attia will be entitled
                to
                an annual grant in the amount of 2.5 % of the net annual revenue
                before
                tax on the company above 8 million New
                Shekels.

            


    

    


    4.8.
      As
      of the date of the signing of this agreement, no business activity is being
      managed in the company and the company is not obligated by any agreements or
      obligations or guarantees of any kind, which can influence the company’s future
      activity, excluding as stated in Exhibit
      4.8
      in this
      agreement.

    


    4.9.
      The
      company has no obligations and/or any assets of any kind, excluding as stated
      in
Exhibit
      4.9 to
      this
      agreement, and the self
      capital
      of the
      company as of March 31, 2007, is a deficit in the amount of 44,450 thousand
      New
      Shekels. 

    


    4.10.
      To
      the best of the company’s knowledge the reports, its releases to the public
      reflect accurately the company’s legal and fiscal position, according to
      accepted accounting rules and according to the duties of
      disclosure.

    


    4.11.
      That there is no cash in the company’s account. At the time of the completion of
      the private issuance to investor, pursuant to this agreement, the company will
      have cash in the amount of 8.5 million New Shekels as a result of the execution
      of the private issuance to Appswing. 

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

       

    

    4.12.
      The
      document attached to this agreement as Exhibit
      4.12
      details
      all the bank accounts that the company manages in banks and/or in any other
      financial institution and all the other balances in these accounts, including
      checking balances re-valued loan balances, re-valued deposits balances and
      securities, as of the date of signing of this agreement (Hereinafter
“the
      balances”).
      With
      the exception of the accounts and balances as stated above, it is not known
      to
      the company of any accounts and balances in any financial institution.


    


    4.13.
      To
      the best of the company’s knowledge the company, its managers, and shareholders
      have not received a written notice regarding an intention to serve a lawsuit
      or
      to take legal proceedings against them in connection with the company and or
      its
      activity. Also, there are no pending lawsuits or legal proceedings (including
      arbitration) that were opened against others, stemming from their position
      as
      managers and/or shareholders and it is not known to it of any intention to
      serve
      a lawsuit and or open in the above stated proceedings. In any manner, to the
      best of the company’s knowledge, according to the creditors arrangement, the
      company has no material exposure arising out of lawsuits, which their causes
      arose before the time of the approval of the creditors arrangement.


    


    4.14.
      To
      the best of the company’s knowledge, between the shareholders in the company
      there are no, at the time of the signing of this agreement, any valid agreements
      either written or oral, regarding their rights and the shares of the
      company.

    


    4.15.
      Pursuant to the performance of the preliminary conditions, it is not known
      to
      the company of any limitation and/or prohibition and/or bar pursuant to the
      terms of the company’s regulations and/or the terms of any agreement, either
      written or oral, and it is not known to it of any legal prohibition in
      connection with its entering into this agreement and to the execution of its
      obligations according to it, fully and on time, that entering into this
      agreement and its execution by it does not constitute and will not constitute
      a
      breach of any obligation of any of them to any third party, including financial
      institutions. 

    


    4.16.
      The
      results of the creditors arrangements are detailed in the arrangement itself
      and
      in the courts decision on June 10, 2007.

    


    4.17.
      As
      of the date of this agreement, the company has not employed employees or other
      employed people/entities which may be considered as its employees or as having
      any obligation to employ other employees. 

    


    4.18.
      The
      company represents that it is known to it that for the purpose of the completion
      of this deal, the investor intends to conduct due diligence on the company,
      and
      the company shall be obligated to transfer to the investor’s hands and/or
      investor’s representative any information and document in the company’s
      possession which is relevant to the company that will be demanded by the
      investor and/or the investor’s representative and to assist the investor as will
      be requested, included through the company’s executives.

    


    
      
         

      

      
        7

        
          

        

      

      
         

      

       

    

    4.19.
      There are no attached mortgages, encumbrances, delays, levies, enforcement
      procedures and/or any other leans or encumbrances, registered or unregistered,
      on the company’s assets and rights and/or its registered or issued capital,
      fully or partially, excluding as detailed in Exhibit
      4.19
      attached
      to this agreement (“the
      encumbrances”).
      

    


    4.20.
      The
      company has not given loans and has not been obligated to give loans, to any
      of
      its shareholders or to any third party (excluding suppliers’ credit in
      immaterial scopes) and has not received any loan from any third party or from
      its shareholders and it is not obligated in any payment or benefit or right
      of
      any kind to any of its shareholders or its directors.

    


    4.21.
      The
      company has not declared a dividend distribution or fringe benefit shares and/or
      any payments to its shareholders that have not been declared, and will not
      declare any distribution as stated in the middle period. 

    


    4.22.
      It
      is known to the company that the investor will enter with it into this
      agreement, among other reasons, in reliance on the representations stated in
      Section 4 above, and in reliance on its obligations stated in this agreement.
      

    


    4.23.
      It
      is known to the company that The Law Office of Chet
      Sarid Gruber Sapir-Chen Lebron,
      which
      represents the company in this deal, also represents Appswing and the investor
      in all that relates to the deals that are described in this agreement and
      related agreements, and also will represent Appswing in the purchasing of the
      controlling interest in the company, and the company agrees to the stated
      representation and waves any claim and/or lawsuit against the stated law office
      arising out of a claim of conflict of interest. 

    


    4.24.
      It
      is known to the company that the full consideration for the purchase of
      Sitnica’s real estate by the company has not been paid, that there is a payment
      balance of 55,737,061 HRK (Croatian currency) to the sellers of the land, and
      that the value of Sitnica for the purpose of entering into this agreement was
      taken into consideration in that additional cost. 

    


    
      	5.	
              The
                Investor’s Representations and
                Warranties

            


    

    


    The
      investor represents and warrants as follows: 

    


    5.1.
      As
      of the date of signing of this agreement, he does not hold the securities of
      the
      company, either directly or indirectly, and between him and another holder
      of
      the securities of the company there is no agreement of a any kind, in connection
      with company, and/or in connection with his holdings in the shares of the
      company and/or in connection with his future rights in the shares of the
      company, if such will exist. The investor warrants that until the time of
      execution of the private issuance to the investor, he will not purchase and/or
      will hold the securities of the company and/or will reach an agreement and/or
      an
      arrangement of any kind with the holder of the shares of the company.


    


    
      
         

      

      
        8

        
          

        

      

      
         

      

       

    

    
      	
              
                5.2.

              

            	
              He
                has and he will have at the time that determines the ability and
                all the
                required financial means
                for the purpose of full execution of the full obligations pursuant
                to this
                agreement. 

            


    

    


    
      	
              5.3.

            	
              The
                investor has full rights in the transferred asset, and there is no
                prohibition on the full transfer of the rights in the transferred
                asset to
                the company pursuant to the terms of this
                agreement.

            


    

    


    
      	
              5.4.

            	
              To
                the best of his knowledge, the facts, the factors, and the detailed
                preparation in the valuation of the transferred assets which is attached
                as Exhibit
                2.12
                of
                this agreement are true and truly reflect the rights in the transferred
                asset and its physical and economic condition, as of this date. Whereas
                Sitnica has a balance due for the land in the amount of 55,737, 061
                HRK to
                the sellers of the land, if for any reason the stated balance is
                not paid
                until 4.4.2008 or it will be found out that there is another debt
                related
                to the land of Sitnica, the investor shall be obligated to indemnify
                the
                company for any damage and/or expense that will be caused to the
                company
                as a result. 

            


    

    


    
      	
              5.6

            	
              He
                will purchase the issued shares to investor according to their being
                free,
                excluding the limitations pursuant to section 15(c) to the securities
                act.
                

            


    

    


    
      	
              5.7

            	
              He
                declares and warrants to the company to handle the issued shares
                to the
                investor in a manner that is not inconsistent with the terms of section
                15(c) to the securities act, thus in a manner that will not breach
                the
                blocking
                terms.

            


    

    


    
      	
              5.8

            	
              The
                investor represents that, subject to the performance of the preliminary
                conditions in section 6 below, there is no prohibition and/or bar
                to
                transfer the transferred asset to the
                company.

            


    

    


    
      	
              5.9

            	
              Subject
                to the performance of the preliminary conditions there is no limitation
                and/or prohibition and/or bar pursuant to this agreement, either
                written
                or oral, and there is no prohibition by law or agreement in connection
                with the investor to his entering into this agreement and to the
                execution
                of its obligations according to it, fully and on time, that entering
                into
                this agreement and its execution by it does not constitute and will
                not
                constitute a breach of any obligation of any of them to any third
                party.

            


    

    


    
      	
              5.10

            	
              That
                he will act to the best of his ability and will cooperate with the
                company
                to bring about the completion of the deals subject to this agreement
                as
                early as possible, and in any case, not later than the determining
                time.

            


    

    


    
      	
              5.11

            	
              That
                it is known to him that the company beginning on the day of approval
                of
                the creditors arrangement, carries ongoing costs which are incurred
                by law
                and from being a public company, and also the related costs to this
                agreement and the deals mentioned in it and that the payment of these
                costs will decrease the self capital of the company, as stated in
                the
                March 2007 report. 

            


    

    


    
      
         

      

      
        9

        
          

        

      

      
         

      

       

    

    
      	
              5.12

            	
              That
                he received all information he requested from the company based on
                the
                documents that were produced to him by the company in which he did
                not
                need to reach the decision to enter into the deals which are the
                subject
                to this agreement.

            


    

     

    
      	
              5.13

            	
              It
                is known to him that the company enters into this agreement with
                him in
                reliance on the detailed representations in this section
                above.

            


    

    


    
      	
              5.14

            	
              It
                is known to him that the issuance to Appswing requires the payment
                of
                sales tax in cash, and that the amount of the sales tax will be paid
                by
                the company out of the monies of the issuance to
                investors.

            


    

    


    
      	
              5.15

            	
              It
                is known to the company that The Law Office of Chet
                Sarid Gruber Sapir-Chen Lebron,
                which represents the company in this deal, also represents Appswing
                and
                the company in all that relates to the deals that are described in
                this
                agreement and related agreements, and also will represent Appswing
                in the
                purchasing of the controlling interest in the company, and the company
                agrees to the stated representation and waves any claim and/or lawsuit
                against the stated law office arising out of a claim of conflict
                of
                interest. 

            


    

    


    
      	
              5.16

            	
              It
                is known to the investor and he agrees that ________
                to
                the completion of the private issuance to investor pursuant to this
                agreement, and in any case not later than 3.9.07 the company will
                issue to
                Appswing 172, 034,669 shares of the company in consideration for
                _________
                that the companies debts to Appswing and also against cash in the
                amount
                of 8.57 million New Shekels and the company’s capital, and that for the
                purpose of bringing about to renewal of the trade in the company’s shares
                in the regular list of the Tel Aviv stock
                exchange.

            


    

    


    
      	
              6.

            	
              Preliminary
                Conditions for The Validity of This
                Agreement:

            


    

    


    
      	
              6.1.

            	
              This
                agreement is subject to the performance of all the preliminary conditions
                detailed as follows until the completion
                date:

            


    

    


    
      	 	
              6.1.1

            	
              The
                grant of the approval of the general meeting, to the execution of
                the
                following actions: (a) the increase of the registered capital of
                the
                company to a capital stock of 5,000,000,000 shares; (b) changing
                of the
                companies bylaws
                in
                a new bylaws
                as
                in the from attached as Exhibit
                4.7(b) to
                this agreement; (c) the appointment of Yossi Attia and Shalom Attia
                as
                directors in the company, when the appointment of the directors as
                stated
                will be conditioned by the completion of the deal subject of this
                agreement.

            


    

    


    
      	 	
              6.1.2

            	
              The
                grant of approval of the audit committee and the board of directors
                of the
                company and the approval of the general meeting that will be summoned
                according to the private placement regulations and the regulations
                of the
                controlling persons/entities to entering into this agreement, to
                the
                execution to the deals which are subject to this agreement and overall
                to
                the execution of the private issuance to investor.
                

            


    

    


    
      
         

      

      
        10

        
          

        

      

      
         

      

       

    

    
      	 	
              6.1.3

            	
              The
                grant of approval of the exchange to the registration for trading
                of the
                issued shares to the investor.

            


    

    


    
      	 	
              6.1.4

            	
              The
                completion of due diligence of the company for the satisfaction of
                the
                investor. It is agreed that in each mismatching that will be found
                by the
                investor and/or on its behalf in the company and/or in the representations
                that the company provided, the company will be given the opportunity
                to
                correct the mismatching within 7 days. If the mismatching cannot
                be
                corrected and/or will not be corrected during the stated period,
                the
                investor shall be able to cancel this agreement without the investor
                and/or the company and/or Appswing and/or on their behalf having
                any claim
                and/or lawsuit and/or demand pursuant to the agreement, including
                arising
                out of lack of validity, while it is clarified that the investor
                will
                incur all the related costs in the execution of this agreement, up
                to the
                maxim amount of 15 Thousand USA Dollars.


            


    

    


    
      	 	
              6.1.5

            	
              The
                completion of the private issuance to Appswing and the renewal of
                the
                trade in the shares of the company as part of the regular list in
                the
                exchange or the grant of approval of the exchange to the renewal
                of the
                stated trade not later than 3.9.07.


            


    

    


    
      	
              6.2

            	
              If
                the preliminary conditions are not preformed, fully or partially,
                until
                September 30, 2007
                this agreement will be terminated and none of the parties will have
                any
                claim and/or lawsuit and/or demand according to it, including for
                the
                reason of its termination, and that excluding in relation with the
                conditions that were in the control of either of the parties and
                he did
                not act to the best of his ability to the performance in a time as
                early
                as possible.

            


    

    


    
      	
              7.

            	
              The
                middle period

            


    

    


    Subject
      to the stated in Section 5.15 above, beginning at the time of the signing of
      this agreement and until the completion date, the company will act, subject
      to
      all law, to the best of its efforts, so the company will not take actions that
      deviate from its ordinary business, including the warranties that during its
      ordinary business and including issuance of any securities, material change
      in
      the structure of its assets, registration of its encumbrances, distribution
      of
      dividends and/or execution of any payment to interested parties and/or to whom
      on their behalf and excluding actions that are explicitly warranted by this
      agreement. It is clarified that in the middle period, the company will incur
      the
      costs that are related to the existence of the public company and also the
      costs
      that are related to the execution of this agreement, excluding the costs for
      which it is determined otherwise in this agreement. 

    


    Also,
      during the middle period, the parties will mutually act to bring about the
      performance of all the preliminary conditions states above.

    


    In
      case
      that during the middle period, there will be a bad material change in any of
      the
      representations that were given by either of the parties as part of this
      agreement, the same party will give notice about that immediately to the other
      party. 

    


    
      
         

      

      
        11

        
          

        

      

      
         

      

       

    

    Announcements
      and reports to the Securities Authority and to the exchange in all that relates
      to the deal, subject of this agreement, and every announcement and report which
      are required by law will be drafted by the company after consultation with
      the
      investor’s representatives.

    


    
      	
              8.

            	
              The
                Deal Completion-CLOSING 

            


    

    


    At
      the
      time of completion, the parties will convene at the offices of the company,
      at
      Jabutinsky Street 7, Ramat Gan, or in any other place that will be agreed by
      the
      parties, and will complete the deal between them as detailed in this section
      below, when all the detailed actions below will be executed one by one and
      neither of the actions will be valid without the execution of the remaining
      actions.

    


    8.1
      The
      company and the investor will produce an approval that all the respective
      representations detailed in sections 4 and 5 above (each side in relation to
      its
      representations) are true also to the completion date or no material change
      has
      occurred in any of them until the completion date, excluding all that was given
      on behalf of it, a written notice to the other party to this agreement and
      excluding changes that were executed pursuant to the terms of this
      agreement.

    


    8.2
      The
      investor and the company will issue one to the other the requested approvals
      to
      the execution of the private placement and on the performance of the preliminary
      conditions detailed in section 6 above. 

    


    8.3
      The
      company will execute the private issuance to investor and the private issuance
      to Appswing and will issue to the registration company stock certificates for
      the issued shares to investor and the issued shares to Appswing.

    


    8.4
      Directors will be appointed that were elected on behalf of the investor in
      a
      general meeting of the company as stated in section 6.1.1 above. 

    


    8.5
      The
      company will transfer to the investor in an organized manner, all the accounting
      books and records of the company, including, without damaging the generality
      as
      stated above, the sales tax file, the income tax and deductions file, and all
      the documents which the company must maintain by law, including the shareholders
      ledger, the encumbrances ledger, and the directors ledger, to the person who
      will be appointed to handle the stated above on behalf of the company, pursuant
      to the completion of the deal subject of this agreement. 

    


    8.6
      The
      company will publish all the immediate reports relating to the execution of
      the
      stated above actions and will submit to the exchange all the documents and/or
      approvals that will be required by the exchange for the purpose of approval
      of
      the private issuance to the investor and private issuance to Appswing. It is
      agreed between the parties that, the investor and his and his agents will assist
      the company in preparation of the immediate reports and in obtaining the
      required approvals as stated. 

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

       

    

    
      	
              9.

            	
              Taxes

            


    

    


    Each
      party will incur and pay all the tax payments attached to it, which are related
      to the deal, subject to this agreement by law. 

    


    
      	
              10.

            	
              Miscellaneous
                

            


    

    


    10.1
      In
      any case in which any party will not use any right held by it pursuant to this
      agreement or by law, it will not be considered as a waiver by it of the same
      right and it will be authorized to return and re-use these rights. A claim
      of
laches
      or
      waiver will not stand for the breaching party.

    


    10.2
      The
      conditions of this agreement fully include the conditioned and agreed between
      the parties in relation to the issuance of the shares, and they prevail over
      any
      agreement, representation and warranty that preceded the signing of this
      agreement, and that were entered between the parties either in writing or
      orally.

    


    10.3
      Any
      change and/or cancellation of any term of the terms of this agreement will
      be
      done only in a written document, which shall be signed by all
      parties.

    


    10.4
      The
      parties will take additional actions that will be required for the application
      and execution of this agreement, including signing additional documents that
      will be required.

    


    10.5
      There is nothing, in all that is stated in this agreement, to grant, explicitly
      or inexplicitly, any rights to any third party, and neither of the terms of
      this
      agreement shall be construed, explicitly or inexplicitly, as granting any rights
      to any third party. 

    


    10.6
      If
      it is determined that any term of the terms of this agreement is unenforceable
      and/or invalid by any reason it shall not damage the other terms of this
      agreement, and the parties will act to apply this agreement according to its
      spirit and language, including changing of the unenforceable term and/or invalid
      as stated with a substitute term that its result and action are materially
      similar. 

    


    10.7
      Excluding the stated in this agreement, each party will incur its expenses
      in
      connection with the preparation of this agreement, the entering into it and
      the
      execution of the applications according to it.

    


    10.8
      In
      spite of the stated in section 10.7 above, it is agreed that if the deals
      pursuant to this agreement will not be completed, the investor will incur all
      of
      the company’s expenses that are related to this agreement and its execution,
      including the attorneys fees, appraisers, payment of fees to the exchange and
      to
      the Securities Authority, advertising expenses, ads and newspaper
      etc.

     

    10.9
      The
      laws of the state of Israel shall govern this agreement and every matter that
      relates and/or connected with and/or arises out of this agreement. The
      jurisdiction in any dispute arising out of this agreement, its existence, its
      breach or its interpretation, will be subject to the Mehozi Court in Tel Aviv
      Yaffo exclusively.

    


    
      
         

      

      
        13

        
          

        

      

      
         

      

       

    

    10.10
      Any
      announcement that will be sent by certified mail by either of the parties to
      the
      other party, according to the addresses that are indicated in the introduction
      to this agreement, shall be considered as if it was received by the other party,
      72 hours after the date of the mailing as stated, if it was sent by fax-within
      24 hours after the time of sending and if was personally served-at the time
      of
      its serving. 

    


    As
      evidence the parties are hereby signing: 

    


    


    
      	
              _____________________

            	
              _____________________________

            
	
              Emvelco
                Corp.

            	
              Kidron
                Industrial Holdings, Ltd. 

            
	
              By:
                Yossi Attia, President

            	
              By:
                Yaron Yenni, Chairman of the board 

            
	 	
              of
                directors 

            


    

    



    _______________________

    AP
      Holdings Ltd.

    By:
      Shalom Attia, President 

     

    
      
         

      

      
        14