Blue Sphere Corp.: Exhibit 10.1 - Filed by newsfilecorp.com






SERVICES AGREEMENT

This Services Agreement (“Agreement”) is entered into
this 8 day of April, 2010, by and between Blue Sphere, Corp. (the
“Company”) a company registered in Nevada, USA, having its principal
place of business at 35 Asuta St. Even Yehuda Israel and Alex Werber,
having his principal place of business at Kohav Yeir israel
(“Alex”).

	Whereas, 	Alex has the significant experience as Chief
      Financial Officer of technological companies, both private and public; and
    
	 	 
	Whereas, 	Alex has offered his services to the Company
      and Company has requested to obtain such services from Alex, all as more
      fully described herein; and 


Now, therefore, the parties agree as follows:

	1. 	Effective Date; Engagement
  



	 	1.1. 	
      This Agreement shall enter into effect as of April 8,
      2010 (the "Effective Date").

	 	 	 
	 	1.2. 	
      Company shall engage Alex and Alex agree to be engaged by
      the Company and to hold himself available to render at the request of
      Company, at such dates and times as shall be requested by the
    Company.

	 	 	 
	 		
      Alex agrees that if requested by the Company, he shall
      increase his time share provided that his terms of engagement shall be
      adjusted proportionally.




	2. 	Services 



	 	2.1. 	
      Within the framework of this Agreement, Alex shall render
      his services as Chief Financial Officer (“CFO”) of the Company and
      its affiliated companies (the "Services"), according to the
      instructions and policy of the Company’s Board of Directors.

	 	 	 
	 	2.2. 	
      Alex shall utilize the highest professional skill,
      diligence, ethics and care to ensure that all Services are performed to
      the full satisfaction of the Company and its affiliates and to provide the
      expertise required in connection with such services.

	 	 	 
	 	2.3. 	
      In rendering the Services, Alex shall comply with all
      policies and procedures of the Company, as may be in effect from time to
      time.

	 	 	 
	 	2.4. 	
      Alex represents and warrants that he acknowledges that as
      a CFO of the Company and its affiliates he is subject to a special degree
      of care and loyalty, as customarily for similar positions.

	 	 	 
	 	2.5. 	
      In rendering the services Alex shall be subject to and/or
      report to the Company’s Chairman of the Board of Directors and/or Chief
      Executive Officer; or as otherwise instructed by such
  officers.








	3. 	Compensation 


For and in consideration of the
Services to be performed by Alex, Company agrees to pay Alex as follows:

	 	3.1. 	
      A total monthly fee of USD 2,000 accompanied by
      VAT (as specified below), (the “Fee”).




	4. 	
      Reports

	 	 
		
      Alex shall submit to the Company reports at such times as
      requested by the Company which shall set forth any information and data
      requested by the Company.




	5. 	Confidentiality




	 	5.1. 	
      Alex shall not disclose or put to his own use, or to the
      use of any third party, any Proprietary Information (as hereinafter
      defined) of the Company of which Alex has been or hereafter becomes
      informed, whether or not developed by the Alex. Alex shall sign a
      confidentiality non-competition and assignment of rights agreement as
      shall be designated by the Company.

	 	 	 
	 	5.2. 	
      Alex hereby agrees and declares that without derogating
      from the aforesaid, all proprietary information including but not limited
      to trade secrets and know-how, patents and other rights in connection
      therewith developed by or with contribution of my efforts during the
      period of my engagement by the Company or as a result thereof (directly or
      indirectly), shall be the sole property of the Company and Alex shall have
      no rights therein and hereby assign any and all rights he may has, if any,
      to the Company for no consideration. Alex further undertakes that he shall
      execute any document necessary to assign any patents and/or any other
      intellectual property (including copyrights and/or trade secrets) to the
      Company and otherwise transfer such proprietary rights to the Company for
      no consideration. Further, any document and/or opinion prepared by Alex
      during the period of his engagement by the Company shall constitute a
      proprietary document belonging to Company and Alex shall not utilize same
      for any purpose and shall not introduce same to any third party, except
      with Company’s prior consent in writing and Alex shall have no claim
      and/or demand from the Company in connection with any rights as
      aforementioned.

	 	 	 
	 		
      Execution of this document by Alex shall irrevocably
      empower the Chairman of the Board of Directors of the Company and any
      other person nominated by board of directors to execute any document to
      give effect to the above and the said Chairman or other person so
      nominated shall have the right to execute any power of attorney, deed of
      assignment or contract to give effect to the
above.




	6. 	Term and Termination
  



	 	6.1. 	
      The term of this Agreement shall commence as of the
      Effective date until terminated as provided in section 6.2
  below.








	 	6.2. 	
      This Agreement may be terminated by either party, at any
      time, without any further obligation under this Agreement to the other
      party and/or any one on its behalf (other than those obligations surviving
      termination or expiration hereof), by 30 days prior written notice, unless
      terminated as a result of a material breach, in which case this Agreement
      may be terminated by either party immediately.




	7. 	Assurances; No Conflict
  



	 	7.1. 	
      Alex hereby warrants, represents and confirms to Company
      that on the date hereof Alex is free to be engaged by Company upon the
      terms contained in this Agreement and that there are no engagements,
      contracts, consulting contracts or restrictive covenants preventing full
      performance of his duties hereunder.

	 	 	 
	 		
      Without derogating from the aforesaid, Alex shall not
      perform any other work with any third party without Company’s prior
      written consent.

	 	 	 
	 	7.2. 	
      Alex hereby further represents warrants and confirms that
      nothing in this Agreement conflicts with any of Alex's current
      affiliations or other current relationships with any other
  entity.

	 	 	 
	 	7.3. 	
      During the term of this Agreement Alex shall promptly
      notify Company in writing in advance of any additional entity that he
      shall render consulting services to and/or engage
with.




	8. 	Miscellaneous




	 	8.1. 	
      Alex shall not assign this agreement or any of his rights
      and privileges hereunder, whether voluntarily or by operation of law, to
      any person, firm or corporation without the prior written consent of the
      Company. Company shall be entitled to assign this Agreement to an
      affiliate thereof.



8.2 Except as otherwise provided herein, this Agreement
constitutes the entire agreement between the parties with respect to the matters
referred to herein, and no other arrangement, understanding or agreement, verbal
or otherwise, shall be binding upon the parties hereto. This Agreement may not
be amended, modified or supplemented in any respect, except by a subsequent
writing executed by both parties hereto.

8.3 No failure, delay or forbearance of either party in
exercising any power or right hereunder shall in any way restrict or diminish
such party's rights and powers under this Agreement, or operate as a waiver of
any breach or non-performance by either party of any of the terms or conditions
hereof.

8.4 If any term or provision of this Agreement shall be
declared invalid, illegal or unenforceable, then such term or provision shall be
enforceable to the extent that a court shall deem it reasonable to enforce such
term or provision and if such term or provision shall be unreasonable to enforce
to any extent, such term or provision shall be severed and all remaining terms
and provisions shall be unaffected and shall continue in full force and
effect.




8.5 Any notice from one party to the other shall be effectively
served if sent in writing by recorded delivery to the address of the receiving
party as stated in the preamble to this agreement, unless said party informs the
other party in writing on a change of address. 

In witness whereof, the parties have hereunto set their hand
upon the date first above written.

	/s/ Shlomi Palas
    	 	/s/
      Alex Werber 
	Blue Sphere 	 	Alex Werber 
	By: Shlomi Palas 	 	  
	Position: CEO