EXECUTIVE
      EMPLOYMENT AGREEMENT

     

    THIS
      EXECUTIVE EMPLOYMENT AGREEMENT
      (this
“Agreement”)
      is
      dated as of July 17, 2008 (the “Effective
      Date”),
      by
      and between PowerRaise Inc. (the “Company”),
      and
      Asher Zwebner (the “Executive”).

     

    WHEREAS,
      the
      Executive has been appointed by the Company as Chief Financial Officer as of
      the
      Effective Date; and

    


    WHEREAS,
      in
      recognition of the Executive’s performance and abilities, the Company desires to
      assure itself of, and to provide for the employment of Executive on the terms
      and conditions set forth herein; and

    


    WHEREAS,
      the
      Executive agrees to be employed by the Company and to perform services for
      the
      Company in accordance with the terms and conditions provided
      herein.

    


    NOW
      THEREFORE,
      in
      consideration of the promises and the respective covenants and agreements of
      the
      parties herein contained, and intending to be legally bound hereby, the parties
      hereto agree as follows:

    


    1.    Employment.
      The
      Company hereby employs Executive, and Executive hereby accepts such employment,
      according to the terms and conditions set forth in this Agreement.

    


    2.    Position
      and Duties.
      During
      the Term (as defined in Section 3 herein), the Executive agrees to serve as
      Chief Financial Officer of the Company and to perform operational and financial
      management of the Company and such other reasonable duties, consistent with
      his
      position, as may be assigned to him from time to time by the Board of Directors
      (the “Board”)
      or the
      Chief Executive Officer (the “CEO”)
      of the
      Company. The Executive shall report to the Board or the CEO, and shall be given
      such authority as is appropriate to carry out the duties described herein.
      The
      Executive shall devote as much time as necessary to the performance of his
      duties hereunder. 

    


    3.    Term
      of Agreement.
      Subject
      to the provisions of Section 6 of this Agreement, Executive shall be employed
      by
      the Company for a period commencing on the Effective Date and ending on the
      termination hereof (the “Term”) on the terms and subject to the conditions set
      forth in this Agreement.

    


    4.    Compensation.
      Executive shall be entitled to compensation pursuant to this Agreement which
      shall include (i) $3,000 for each quarterly report filing of the Company with
      the Securities and Exchange Commission (the “SEC”)
      plus
      $5,000 for the each annual report filing with the SEC (collectively, the
“Base
      Salary”),
      and
      (ii) 100,000 restricted, fully paid and non-assessable shares of the Company’s
      common stock (the “Stock
      Compensation”).
      Each
      payment of the Base Salary shall be made to the Executive promptly upon receipt
      of an invoice. In addition to the Base Salary, the Company shall pay the
      Executive for any additional work to be performed by the Executive on behalf
      of
      the Company, including, without limitation, any services provided by the
      Executive in connection with special accounting or regulatory requirements
      of
      the Company or other financial reporting obligations and current reports to
      the
      SEC on Form 8-K.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    5.    Expenses.
      The
      Executive is entitled to receive prompt reimbursement for all normal and
      reasonable expenses incurred while performing services under this Agreement,
      including all reasonable travel expenses. Reimbursement for these expenses
      will
      be made as soon as administratively feasible after the date the Executive
      submits appropriate evidence of expenditures.

    


    6.    Termination
      of Employment.
      The
      Executive’s employment hereunder may be terminated without breach of this
      Agreement as follows:

    


    a.    Termination
      for Cause; Resignation without Good Reason.
      At any
      time, the Company may terminate the Executive’s employment hereunder for Cause
      (as defined in this Section 6) or the Executive may voluntarily terminate his
      employment hereunder without Good Reason (as defined in this Section 6). In
      such
      event, the Term will end on the date of any such termination. 

    


    For
      purposes of this Agreement, “Cause”
      shall be
      defined as any of the following actions by the Executive: (i) a material breach
      by the Executive of his obligations under this Agreement, (ii) the continuing
      and willful refusal or failure (other than during reasonable periods of illness,
      disability or vacation) by Executive to perform his duties or take any action
      hereunder or under any lawful and reasonable direction of the Board, a duly
      constituted committee of the Board, or the CEO of the Company, (iii) Executive’s
      habitual drunkenness or any substance abuse which, in either case, adversely
      affects the Executive’s performance of his job responsibilities, provided such
      actions (if capable of being remedied) are not remedied within thirty (30)
      days
      after receipt by the Executive of written notice from the Company specifying
      the
      nature of such actions, (iv) charging of Executive of a felony by means of
      indictment or similar action, including, without limitation, filing of a
      criminal information, commencing a criminal felony proceeding against Executive
      if, in the judgment of the Board, such charging of the Executive would
      substantially interfere with the effectiveness of the Executive as Chief
      Financial Officer of the Company, or conviction of Executive of a felony or
      plea
      by the Executive of guilty or nolo contendere
      with
      respect to a felony charge, (v) Executive’s commission of a fraud, theft against
      or embezzlement from the Company, (vi) any intentional misconduct by the
      Executive (other than misconduct undertaken at the express direction of the
      Board) which would in the good faith opinion of the Board or the Company’s
      counsel tend to make the Company liable to any person under any state or federal
      law relating to sexual harassment or age, sex or other prohibited
      discrimination, provided that such actions (if capable of being remedied) are
      not remedied, within thirty (30) days after receipt by the Executive of written
      notice from the Company specifying the nature of such actions, (vii) any
      intentional and continuous violation in any material respect of any written
      policy of the Company or any successor entity adopted in respect to any law
      referred to in clause (vi) above, (viii) any conduct which, in the good faith
      opinion of the Board or the Company’s counsel, the Executive knows or should
      know (either as a result of a prior warning by the Company or the flagrant
      nature of the conduct) violates applicable law or causes the Company to violate
      applicable law, or (ix) any intentional violation of Section 7 or 8 hereof
      by
      Executive. The Company’s continued employment of Executive shall not constitute
      consent to, or a waiver of rights with respect to, any circumstance constituting
      Cause hereunder.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    For
      purposes of this Agreement, “Good
      Reason”
      shall
      mean any one or more of the following: (a) a material reduction in the
      Executive’s position, duties or responsibilities; (b) a reduction in the
      Executive’s Base Salary as in effect immediately prior to such reduction or
      other compensation or benefits pursuant to this Agreement; (c) the failure
      of
      any successor to the Company to expressly assume and honor this Agreement in
      full; (d) a material breach by the Company of its obligations under this
      Agreement; or (e) the termination, dissolution, complete or substantial
      liquidation of the Company. Notwithstanding any provision to the contrary,
      in
      order for any event(s) in subparagraphs (a) through (e) above to constitute
      “Good Reason” for purposes of this Agreement, (i) the Executive must notify the
      Company in writing within thirty (30) days following the occurrence of the
      event(s) giving rise to Good Reason (which event(s) must be described by the
      Executive in reasonable detail in such notice) and (ii) within thirty (30)
      days
      after receiving notice from the Executive, the Company must fail to cure the
      circumstances giving rise to Good Reason.

    


    In
      the
      event that the Executive’s employment is terminated by the Company for Cause, or
      the Executive resigns from his employment without Good Reason, the Executive
      shall receive severance compensation amounting to any Base Salary accrued but
      unpaid as of the effective date of termination (the “Accrued
      Amounts”).

    


    b.    Termination
      Without Cause; Resignation for Good Reason.
      The
      Company may terminate the Executive’s employment hereunder Without Cause, and
      the Executive may terminate his employment hereunder for Good Reason, upon
      thirty (30) days prior written Notice of Termination as defined herein Section
      6.d., in each case the Term ending on the Date of Termination as defined herein
      in Section 6.e.  

    


    c.    Termination
      Upon Death or Disability.
      The
      Executive’s employment hereunder shall terminate upon his death or may be
      terminated at the Board’s sole discretion upon Executive’s failure to perform
      his responsibilities to the Company on a full-time basis for forty-five (45)
      calendar days in any consecutive twelve (12) months period as a result of
      Executive's mental or physical illness or injury (hereinafter a “Disability”).
      If
      the Executive’s employment is terminated due to his death or Disability, the
      Company shall provide the Executive or his legal representative, as the case
      may
      be, any accrued or vested compensation, including accrued amounts through the
      “Date of Termination” (as hereafter defined) and reimbursement for unpaid
      business expenses through such date. 

    


    d.    Notice
      of Termination.
      Any
      termination of the Executive’s employment by the Company (other than termination
      upon death of the Executive), or by the Executive shall be communicated by
      written Notice of Termination by such party to the other. For purposes of this
      Agreement, a “Notice of Termination” shall mean a notice that indicates the
      specific termination provision in this Agreement relied upon and shall set
      forth
      in reasonable detail the facts and circumstances claimed to provide a basis
      for
      termination of the Executive’s employment under the provision so indicated (as
      applicable). 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    e.    Date
      of Termination.
“Date
      of Termination” shall mean (i) if the Executive’s employment is terminated by
      his death, the date of his death, or (ii) if the Executive’s employment is
      terminated pursuant to any of the other terms set forth above, the date
      specified in the Notice of Termination. 

    


    f.    Cooperation
      after Termination.
      Following termination of the Executive’s employment, upon request of the
      Company, the Executive shall reasonably cooperate with the Company in all
      matters relating to the winding up of pending work on behalf of the Company
      and
      the orderly transfer of work to other employees of the Company. In the case
      of
      termination of the Executive’s employment because of the expiration of the Term
      of this Agreement, a termination without Cause, or the Executive’s resignation
      for Good Reason, the Executive will be compensated by the Company for such
      services at a rate of remuneration to be mutually agreed upon by the parties.
      The Executive shall also reasonably cooperate in the defense of any action
      brought by any third party against the Company that relates in any way to the
      Executive’s acts or omissions while employed by the Company, provided that any
      such cooperation shall be at the reasonable expense of the Company and at a
      rate
      of remuneration to be mutually agreed upon by the parties. 

    


    7.    Company
      Policies.

    


    a.    Executive
      understands that the provisions of any employee handbooks, personnel manuals
      and
      any and all other written statements of or regarding personnel policies,
      practices or procedures that are or may be issued by the Company or any official
      or department thereof from time to time (the “Company
      Policies”)
      do not
      and shall not constitute a contract of employment and do not and shall not
      create any vested rights; that any such provisions may be changed, revised,
      modified, suspended, canceled, or eliminated by the Company at any time, in
      its
      sole discretion, with or without notice; and that such provisions constitute
      guidelines only and may be disregarded either in individual or company-wide
      situations when, in the sole opinion and judgment of the Company, circumstances
      so require.

    


    b.    Executive
      shall comply with all applicable Company Policies, which may be in effect from
      time to time during the term of this Agreement. Notwithstanding the foregoing,
      in the event of a conflict between any such Company Policies and the terms
      of
      this Agreement, the terms of this Agreement shall govern. If a provision in
      any
      policy conflicts with this Agreement, the terms of this Agreement shall prevail.
      

     

    8.    Non-Solicitation;
      Confidentiality. 

    


    a.    Non-Solicitation.
      During
      the Term and for the period of one year (1) year thereafter, the Executive
      agrees that he will not, directly or indirectly, (i) solicit, divert or recruit
      or encourage any of the employees of the Company, or any person who was an
      employee of the Company during the Term, to leave the employ of the Company
      or
      terminate or alter their contractual relationship in a way that is adverse
      to
      the Company's interests, (ii) solicit or divert business from the Company,
      or
      assist any person or entity in doing so or attempting to do so or (iii) cause
      or
      seek to cause any person or entity to refrain from dealing or doing business
      with the Company or assist any person or entity in doing so or attempting to
      do
      so.

     

    b.    Confidential
      and Proprietary Information.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (1)    The
      Executive will not disclose or use, at any time either during or after the
      term
      of this Agreement, except at the request of the Company or an affiliate of
      the
      Company, any Confidential and Proprietary Information (as herein defined),
      except to the extent disclosure is or may be required by a statute, by a court
      of law, by any governmental agency having supervisory authority over the
      business of the Company or by any administrative or legislative body (including
      a committee thereof) with jurisdiction to order him to divulge, disclose or
      make
      accessible such information, provided, however, that the Executive shall give
      the Company notice of any such request or demand for such information upon
      his
      receipt of same and the Executive shall reasonably cooperate with the Company
      in
      any application the Company may make seeking a protective order barring
      disclosure by the Executive. The Executive acknowledges that the Confidential
      and Proprietary Information constitutes a unique and valuable asset of the
      Company and each affiliate of the Company, and that any disclosure or other
      use
      of the Confidential and Proprietary Information other than for the sole benefit
      of the Company or the affiliates of the Company could cause irreparable harm
      to
      the Company or the affiliates of the Company, as the case may be. “Confidential
      and Proprietary Information” shall mean all of the Company’s (or any
      affiliate’s) proprietary information, technical data, trade secrets, and
      know-how, including, without limitation, schematics, research, product plans,
      customer lists, information and plans about costs, profits, markets and sales,
      software, developments, development tools, inventions, discoveries, processes,
      ideas, formulas, algorithms, technology, designs, drawings, business strategies
      and financial data and information, whether or not marked as “Confidential” or
“Proprietary.” “Confidential or Proprietary Information” shall also mean any and
      all information received by the Company (or any affiliate) from customers of
      the
      Company (or an affiliate) or other third parties subject to a duty to be kept
      confidential.

    


    (2)    The
      Executive hereby acknowledges and agrees that all personal property, including,
      without limitation, Confidential and Proprietary Information, all books,
      manuals, records, reports, notes, contracts, lists, blueprints, and other
      documents, or materials, or copies thereof, and equipment furnished to or
      prepared by the Executive in the course of or incident to his employment belong
      to the Company. Immediately following the termination of this Agreement, the
      Executive shall promptly return to the Company all such materials, and certify
      to the Company in writing that he has not retained any written or other tangible
      or electronic material containing any Confidential and Proprietary Information
      or other information pertaining to the Company.

     

    (3)    The
      Executive agrees that he will not, during his employment with the Company,
      improperly use or disclose any proprietary information or trade secrets of
      any
      other company or other person or entity and that the Executive will not bring
      onto the premises of the Company any unpublished document or proprietary
      information that belongs to any such company, person or entity unless consented
      to in writing by such other company, person or entity.

    


    c.    Remedies.
      Executive agrees and acknowledges that the foregoing restrictions and their
      duration as set forth in this Section 8 are under all of the circumstances
      reasonable and necessary for the protection of the Company and its business.
      In
      the event that the Executive shall breach any of the provisions of Section
      7 or
      8, in addition to and without limiting or waiving any other remedies available
      to the Company, at law or in equity, the Company shall be entitled to immediate
      injunctive relief in any court, domestic or foreign, having the capacity to
      grant such relief, to restrain any such breach or threatened breach and to
      enforce the provision of this Agreement. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    9.    Notices.
      For the
      purposes of this Agreement, notices, demands, and all other communications
      provided for in this Agreement shall be in writing and shall be deemed to have
      been duly given (i) when delivered, if delivered personally, (ii) five business
      days after mailing, if mailed by United States certified or registered mail,
      return receipt requested, postage prepaid, or (iii) on the next business day,
      if
      sent by an overnight courier, in each case addressed as follows:

    


    
      	
              If
                to the Company: 

            	
              If
                to the Executive:

            
	
              PowerRaise
                Inc.

              Attn:
                Arik Hertz

              1687
                West Broadway

              Vancouver,
                B.C., Canada V6J 1X2

            	
              Asher
                Zwebner

              20
                a Sharei Torah Street 

              Jerusalem
                

              Israel
                96387

            


    

    


    10.    Miscellaneous.
      No
      provision of this Agreement may be modified, waived or discharged unless such
      waiver, modification or discharge is agreed to in writing signed by the
      Executive and such officer of the Company as may be specifically designated
      by
      the Board. The validity, interpretation, construction and performance of this
      Agreement shall be governed by the laws of the State of New York without regard
      to its conflicts of law principles. Except as otherwise specifically provided
      herein, the rights of, and benefits payable to Executive, his estate or his
      beneficiaries pursuant to this Agreement are in addition to any rights of,
      or
      benefits payable to the Executive, his estate or his beneficiaries under any
      other employee benefit plan or compensation program of the Company.

     

    11.    Succession.
      The
      provisions of this Agreement shall be binding upon any successor entity to
      the
      Company. Any such successor of the Company will be deemed substituted for the
      Company under the terms of this Agreement for all purposes. For this purpose,
      “successor” means any person, firm, corporation, or other business entity which
      at any time, whether by purchase, merger, or otherwise, directly or indirectly
      acquires or controls all or substantially all of the assets or business of
      the
      Company. The Company agrees that it will cause any successor entity to the
      Company unconditionally to assume, by written instrument delivered to the
      Executive (or his beneficiary or estate), all of the obligations of the Company
      hereunder. Failure of the Company to obtain such assumption shall be a breach
      of
      this Agreement and shall constitute Good Reason hereunder and shall entitle
      the
      Executive to compensation and other benefits described in Section 6
      above.

    


    12.    Invalidity
      or Unenforceability.
      If any
      term or provision of this Agreement is held to be invalid or unenforceable,
      for
      any reason, such invalidity or unenforceability shall not affect any other
      term
      or provision hereof, and this Agreement shall continue in full force and effect
      as if such invalid or unenforceable term or provision (to the extent of the
      invalidity or unenforceability) had not been contained herein.

    


    13.    Arbitration.
      Except
      as otherwise expressly provided herein, any controversy or claim arising out
      of
      or relating to this Agreement, or the breach hereof, or the inability of the
      parties to reach agreements pursuant to Section 6(f) or Section 9(a), shall
      be
      settled by arbitration in New York, New York, before one arbitrator in
      accordance with rules then in effect of the American Arbitration Association.
      The non-prevailing party will pay the legal expenses of the prevailing
      party.

    


    14.    Section
      Headings.
      The
      section headings in this Agreement are for convenience only; they form no part
      of this Agreement and shall not affect its interpretation.

    


    15.    Counterparts. 
      This Agreement may be signed by facsimile and in one or more counterparts,
      each
      of which shall be an original, but all of which together shall constitute one
      instrument, and shall be binding and effective immediately upon the execution
      by
      all parties of one or more counterparts.

    


    16.    Construction
      and Joint Preparation.
      This
      Agreement shall be construed to effectuate the mutual intent of the Parties.
      The
      Parties and their counsel have cooperated in the drafting and preparation of
      this Agreement, and this Agreement therefore shall not be construed against
      any
      Party by virtue of its role as the drafter thereof. No drafts of this Agreement
      shall be offered by any Party, nor shall any draft be admissible in any
      proceeding, to explain or construe this Agreement. 

    


    17.    Entire
      Agreement.
      This
      Agreement sets forth the entire agreement and understanding of the parties
      in
      respect of the transactions contemplated hereby and supersedes all prior or
      contemporaneous agreements, arrangements and understandings of the parties
      relating to the subject matter hereof.

    


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    IN
      WITNESS WHEREOF,
      the
      parties have executed this Agreement effective as of the date first
      written.

     

    
      	
              COMPANY:

               

              POWERRAISE
                INC.

               

              By:
                /s/
                Arik Hertz

              Name:
                Arik Hertz 

              Title:
                Chief Executive Officer

            	
              EXECUTIVE:

               

               

               

              By:
                /s/
                Asher Zwebner

              Name:
                Asher Zwebner