Unassociated Document


     

    Exhibit
10.4

     

    EMPLOYMENT
AGREEMENT

     

    THIS
AGREEMENT is entered into as of the 14th day of September, 1997, by and between
Q. B. I. ENTERPRISES LTD. (the “Company”) and Ms. Smadar Samirah, Israel
I.D. number 022498802 (the “Employee”).

     

    
      	
              WHEREAS:

            	 
      	
              The
      Company desires to employ the Employee as Financial Manager of the Company
      and the Employee desires to enter into such employment, on the terms and
      conditions hereinafter set forth.

            


    

     

    NOW, THEREFORE in
consideration of the respective agreements of the parties contained premises and
of the mutual covenants herein contained, the parties hereby agree as
follows:

     

    
      	
              1.

            	
              Term

            


    

     

    The term
of employment of the Employee under this Agreement shall commence on 14th
September, 1997, and shall continue until terminated in accordance with the
provisions of Section 5 below.

     

    
      	
              2.

            	
              Employment

            


    

     

    
      	
            	
              (a)

            	
              The
      Employee shall be employed as Financial Manager of the Company. The
      Employee shall perform the duties, undertake the responsibilities and
      exercise the authority as determined from time to time by the Board of
      Directors and/or the President & Chief Executive Officer of the
      Company.

            


    

     

    
      	
            	
              (b)

            	
              The
      Employee agrees to devote total attention and full time to the business
      and affairs of the Company as required to discharge the responsibilities
      assigned to the Employee hereunder. During the term of this Agreement, the
      Employee shall not be engaged in any other employment nor engage in any
      other business activities

            


    

     

    

      
        
           


        

        
           


          
            

          

        

        
           


        

      



    for any
other person, firm or company without the prior written consent of the
Company.

     

    
      	
            	
              (c)

            	
              The
      Employee’s duties shall be in the nature of management duties that demand
      a special level of loyalty and accordingly the Law of Work Hours and Rest
      - 1951 shall not apply to this Agreement. The parties hereto confirm that
      this is a personal services contract and that the relationship between the
      parties hereto shall not be subject to any general or special collective
      employment agreement or any custom or practice of the Company in respect
      of any of its other employees or
contractors.

            


    

     

    
      	
            	
              (d)

            	
              The
      Employee’s regular place of employment is at the Company’s offices in
      Israel. However, the Employee acknowledges that the Company may, from time
      to time, direct that his work be performed at other
    locations.

            


    

     

    
      	
              3.

            	
              Remuneration

            


    

     

    
      	
            	
              (a)

            	
              The
      Company agrees to pay the Employee during the term of this Agreement a
      gross salary of NIS 16,000 (Sixteen Thousand New Israel Shekels) per
      month. Said salary shall be paid in arrears by the 5 th
      day of each month in respect to a preceding month in which the Employee
      was in employment (hereinafter referred to as the
    “Salary”).

            


    

     

    
      	
            	
              (b)

            	
              The
      Salary specified in sub-clause 3(a) includes remuneration for working
      overtime and on days of rest, and the Employee shall not be entitled to
      any further remuneration or payment whatsoever other than the Salary
      and/or benefits, unless expressly specified in this Agreement. The
      Employee acknowledges that the Salary to which he is entitled pursuant to
      this Agreement constitutes due consideration for him working overtime and
      on the weekly rest.

            


    

     

    
      	
            	
              (c)

            	
              The
      Salary will be adjusted from time to time in accordance with the cost of
      living increments (Index) which apply to all employees in
      Israel.

            


    

     

    
      	
            	
              (d) 
      

            	
              The
      Company may, in its sole and exclusive discretion, consider awarding he
      Employee an annual bonus.

            


    

     

     

     

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January 1998

     

    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    
      	
            	
              (e)
      

            	
              All
      sums mentioned in this Agreement are pre-tax. The Employee shall bear and
      pay any and all taxes imposed on his salary and other benefits
      hereunder.

            


    

     

    
      	
              4.

            	
              Employee
      Benefits

            


    

     

    The
Employee shall be entitled to the following benefits:

     

    
      	
            	
              (a)

            	
              Manager’s
      Insurance . The Company shall effect a Manager’s Insurance Policy
      (the “Policy”) for the Employee and shall pay a sum equal to 13.33% of the
      Employee’s Salary toward such Policy, (of which 8.33% will be on account
      of severance pay and 5% on account of pension fund payments) and a further
      2.5% of the Employee’s Salary on account of disability pension payments.
      The Company shall deduct 5% from the Employee’s Salary to be paid on
      behalf of the Employee towards such Policy. Payments by the Company
      towards the Policy under this Section 4(a) shall be in lieu of any
      statutory obligations to pay severance pay, subject to the approval of the
      Minister of Labor under Section 14 of the Severance Pay Law
      5723-1963.

            


    

     

    
      	
            	
              (b)

            	
              Further Education Fund
      Contributions . The Employee is entitled to elect to participate in
      a further education fund. Should the Employee so elect to participate in
      such a further education fund, The Company shall pay a sum equal to 7.5%
      of the Employee’s Salary and shall deduct 2.5% from the Employee’s Salary
      to be paid on behalf of the Employee toward a further education fund. Use
      of these funds shall be in accordance with the by-laws of the
      fund.

            


    

     

    
      	
            	
              (c)

            	
              Sick Leave .
      The Employee shall be entitled to fully paid sick leave pursuant to the
      Sick Pay Law - 1976.

            


    

     

    
      	
            	
              (d)

            	
              Vacation . The
      Employee shall be entitled to an annual vacation of 22 working days at
      full pay on dates to be coordinated the Company in advance. The Employee
      shall not be entitled to receive from the Company any Sabbatical Year
      Leave.

            


    

     

    
      	
            	
              (e)

            	
              Automobile .
      The Company shall pay the Employee, on a monthly basis, an allowance to
      cover the cost of:

            


    

     

     

     

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January 1998

    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    


     

     

    
      	
            	
              (i)

            	
              Comprehensive
      car insurance;

            


    

     

    
      	
            	
              (ii)

            	
              Compulsory
      insurance;

            


    

     

    
      	
            	
              (iii)

            	
               Annual
      Ministry of Transport test;

            


    

     

    
      	
            	
              (iv)

            	
              Travel
      of 20 km per working day.

            


    

     

    
      	
            	
              (f)

            	
              Stock Options
      The Employee shall be entitled to options to purchase shares of the
      Company’s holding company, Quark Biotech Inc. (herein - “Quark”) on the
      terms of Quark’s Option Plan for Israeli Employees of the Company to be
      adopted by Quark. From the date of commencement, 40,000 options are
      granted. From 14th September, 1998, an additional 20,000 options are
      granted. The exercise price is US$ 0.4 for all the above options
      granted.

            


    

     

    
      	
              5.

            	
              Termination

            


    

     

    
      	
            	
              (a)

            	
              The
      Employee’s employment hereunder may be terminated under the following
      circumstances:

            


    

     

    
      	
            	
              (i)

            	
              Termination for
      Cause . The Company may terminate the Employee’s employment for
      Cause. Such termination shall take immediate effect and the Company is not
      required to serve any prior notice upon the Employee. For purposes of this
      Agreement, termination for “Cause” shall mean and include: (i) conviction
      of any felony involving moral turpitude or affecting the Company; (ii) any
      refusal to carry out a reasonable directive of the Board of Directors of
      the Company which involves the business of the Company and was capable of
      being lawfully performed; and (iii) embezzlement of funds of the Company;
      (iv) breach of Section 6 and/or 7 below by the Employee; If the employment
      of the Employee is terminated for cause, then the Employee shall not be
      entitled to any compensation pursuant to Section 3. The Employee shall be
      entitled to the amount of severance pay required by law except in cases in
      which the dismissal of an employee would not entitle the employee to
      severance pay pursuant to the Severance Pay
Law.

            


    

     

    
      	
            	
              (ii)

            	
              Termination for any
      other reason . Without derogating from sub-section 5(a)(i) above,
      the Company may terminate the Employee’s employment for any reason
      whatsoever provided

            


    

     

    
      
      

    

     

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January 1998

     

    

      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

     

    that the
Employee is given not less than 60 days written notice of termination. During
such 60 days period the Employee shall be entitled to compensation pursuant to
Section 3. The Employee shall be entitled to the amount of severance pay
required by law (subject to the provisions of Section 5(c) below).
Notwithstanding the above, it is agreed and accepted by the Employee that during
the first six months from the date hereof (herein - “Trial Period”), each of the
Company and the Employee shall be entitled to bring this Agreement to an end by
the service of written notice thereof carrying immediate effect.

     

    
      	
            	
              (b)

            	
              The
      Employee may terminate this agreement and resign from his employment
      hereunder, provided he has given the Company not less than 60 days written
      notice During such 60 days period, the Employee shall be entitled to
      compensation pursuant to Section 3. The Company may waive such notice
      period (in whole or in part) in which event this Agreement including the
      Employee’s right to compensation pursuant to Section 3 shall forthwith
      terminate. Upon termination by the Employee as above, the Employee shall
      be entitled to the amount of severance pay required by law (subject to the
      provisions of Section 5(c) below).

            


    

     

    
      	
            	
              (c)

            	
              The
      Company and Employee agree and acknowledge that in the event the Company
      transfers ownership of any Employee insurance policy to the Employee, that
      such transfer shall constitute the payment of any severance pay the
      Company is required to pay to the Employee pursuant to the Severance Pay
      Law (5727-1963). The Company agrees not to object to releasing all funds
      in such Employee insurance policy in the name of the Employee to the
      Employee except in cases in which the dismissal of an employee would not
      entitle the employee to severance pay pursuant to the Severance Pay
      Law.

            


    

     

    
      	
              6.

            	
              Confidentiality
      & Intellectual Property

            


    

     

    
      	
            	
              (a)

            	
              Proprietary
      Information . In this Section 6 reference to “Confidential
      Information” shall include reference to all information which the Company
      and/or Quark considers to be of a confidential nature, including but not
      limited to

            


    

     

    
      
      

    

     

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January 1998

     

    
      
         


      

      
        5

        
          

        

      

      
         


      

    


     

    trade
secrets, know-how, financial data, documentation, graphs, drawings, diagrams,
blueprints, records, specifications, technologies, analyses of materials and
compounds, processes, techniques, research and test materials, computer programs
in human or machine-readable code (including notes, spread-sheets and
flow­charts), business and marketing plans and projections, details of
arrangements and agreements with third parties, information pertaining to
customers and suppliers of the Company and/or Quark, formulae, ideas whether
reduced to a material form or otherwise, designs, plans, models and any part
thereof and ,
without derogating from the generality of the foregoing, any material marked or
endorsed by or for the Company and/or Quark as “secret” or
“confidential”.

     

    
      	
            	
              (b)

            	
              Non-Disclosure
      . Employee agrees that, except as directed by the Company and/or by Quark,
      and in the ordinary course of the business of the Company and/or Quark,
      Employee will not during or after the Employee’s employment with the
      Company disclose to any person or use, directly or indirectly for
      Employee’s own benefit or the benefit of others, the Confidential
      Information or any part thereof, or permit any person to examine or make
      copies of any documents which may contain or be derived from the
      Confidential Information. Employee agrees that the provisions of this
      Section 6 shall survive the termination of this Agreement and Employee’s
      employment by the Company, and shall remain in force and binding upon him
      for a further period of five years after such termination of
      employment.

            


    

     

    
      	
            	
              (c)

            	
              All
      intellectual property developed, originated, conceived, written or made by
      the Employee during the term of his employment with the Company which is
      in any way connected to the business of the Company and/or Quark shall be
      wholly-owned by the Company, and the Company shall be entitled to deal
      therewith as it desires and register said intellectual property (if in any
      registrable form) in its sole name. The Employee shall assist the Company
      in everything necessary in order to register its rights in such
      intellectual property, both inside and outside Israel, and shall execute
      every document required in such connection even after the termination of
      his employment with the Company insofar as necessary. The Employee
      irrevocably appoints the Company as his attorney in his name and on his
      behalf to

            


    

     

    
      
      

    

     

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January 1998

     

    

      
        
           


        

        
          6

          
            

          

        

        
           


        

      

    

     

    execute
all documents and do all things required in order to give full effect to the
provisions of this Section.

     

    
      	
              7.

            	
              Competitive
      Activity

            


    

     

    
      	
            	
              (a)

            	
              During
      the term of this Agreement and for a period of one year from the date of
      termination of this Agreement for any reason (“the Termination Date”) the
      Employee will not directly or
indirectly:

            


    

     

    
      	
            	
              (i)

            	
              carry
      on or hold an interest in any company, venture, entity or other business
      which competes, directly or indirectly, with the Company and/or with Quark
      (“a Competing Business”), including, without limitation, as
      shareholder;

            


    

     

    
      	
            	
              (ii)

            	
              act
      as a consultant or employee or officer or in any managerial capacity in a
      Competing Business;

            


    

     

    
      	
            	
              (iii)

            	
              solicit,
      canvass, approach or endeavor to solicit, canvass or approach any person
      who, to his knowledge, was provided with services by the Company and/or by
      Quark at any time during the twenty four (24) months immediately prior to
      the Termination Date, for the purpose of offering services or products
      which compete, directly or indirectly, with the services or products
      supplied by the Company and/or by Quark at the Termination Date
      (“Restricted Services”);

            


    

     

    
      	
            	
              (iv)

            	
              supply
      in competition with the Company and/or with Quark Restricted Services to
      any person who, to his knowledge, was provided with services by the
      Company and/or by Quark at any time during the twenty four (24) months
      immediately prior to the Termination
Date;

            


    

     

    
      	
            	
              (v)

            	
              solicit
      or entice away or endeavor to solicit or entice away from the Company
      and/or from Quark any person employed by the Company and/or by Quark at
      the Termination Date with a view to inducing that person to leave such
      employment and to act for another employer in the same or a similar
      capacity;

            


    

     

    
      
      

    

     

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January 1998

     

    
      
         


      

      
        7

        
          

        

      

      
         


      

    


     

    
      	
              8.

            	
              Notice

            


    

     

    For the
purpose of this Agreement, notice and all other communications provided for in
the Agreement shall be in writing and shall be deemed to have been duly given
when personally delivered or sent by registered mail, postage prepaid, addressed
to the respective addresses set forth below or last given by each party to the
other.

     

    All
notices and communications shall be deemed to have been received on the date of
delivery thereof, except that notice of change of address shall be effective
only upon receipt and appropriate acknowledgment.

     

    The
initial addresses of the parties for purposes of this Agreement shall be as
follows:

     

    
      	 
      	
              The
      Company :

            	 
      	
              Q.
      B. I. Enterprises Ltd.

              PO
      Box 741, Nes Ziona 74106

              Attention:
      Dr. Daniel Zurr

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              TEL:
      08-9408147

              FAX:
      08-9406746

            
	 
      	 
      	 
      	 
      
	 
      	
              The
      Employee:

            	 
      	
              Ms. Smadar
      Samirah

              Tel
      Hai Street, 19,

              Rishon
      LeZion 75277

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              TEL:
      03-9691430

            


    

     

    
      	
              9.

            	
              Law
      and Jurisdiction
      . This Agreement shall be governed by and construed and enforced in
      accordance with the laws of the State of Israel. The Courts of Tel-Aviv
      shall have sole jurisdiction in all matters relating to this
      Agreement.

            


    

     

    
      	
              10.

            	
              Miscellaneous

            


    

     

    
      	
            	
              (a)

            	
              No
      provision of this Agreement may be modified, waived or discharged unless
      such waiver, modification or discharge is agreed to in writing and signed
      by the Employee and the Company. No waiver by either party hereto at any
      time of any breach by the other party hereto of, or compliance with, any
      condition or provision of this Agreement to be performed by such other
      party shall be deemed a waiver of similar or dissimilar provisions or
      conditions at the same or at any prior or subsequent
  time.

            


    

     

    
      
      

    

     

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January 1998

     

    

      
        
           


        

        
          8

          
            

          

        

        
           


        

      



    
      	
            	
              (b)

            	
              The
      provisions of this Agreement shall be deemed severable and the invalidity
      or unenforceability of any provision shall not affect the validity or
      enforceability of the other provisions
hereof.

            


    

     

    
      	
            	
              (c)

            	
               This
      Agreement constitutes the entire agreement between the parties hereto and
      accordingly supersedes all prior agreements, understandings and
      arrangements, oral or written, between the parties hereto with respect to
      the subject matter hereof. No agreement or representations, oral or
      otherwise, express or implied, with respect to the subject matter hereof
      have been made by either party which are not expressly set forth in this
      Agreement.

            


    

     

    
      	
            	
              (d)

            	
              This
      Agreement shall be binding upon and shall inure to the benefit of the
      Company, its successors and assigns and the Company shall require
      successor or assign to expressly assume and agree to perform this
      Agreement in the same manner and to the same extent that the Company would
      be required to perform it if no such succession or assignment had taken
      place. The term “successors and assigns” as used herein shall mean a
      corporation or other entity acquiring all or substantially all the assets
      and business of the Company (including this Agreement) whether by
      operation of law or otherwise.

            


    

     

    
      	
            	
              (e)

            	
              Neither
      this Agreement nor any right or interest hereunder shall be assignable or
      transferable by the Employee, his beneficiaries or legal representatives,
      except by will or by the laws of descent and distribution. This Agreement
      shall inure to the benefit of and be enforceable by the Employee’s legal
      representative.

            


    

     

    
      	
            	
              (f)

            	
              The
      section headings contained herein are for reference purposes only and
      shall not in any way affect the meaning or interpretation of this
      Agreement.

            


    

     

     

     

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January 1998

     

    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    


     

     

    IN WITNESS WHEREOF, the
Company has caused this Agreement to be executed by its duly authorized officer
and the Employee has executed this Agreement as of the day and year first above
written.

     

     

    


    
      
        
          	
                  Q.
      B. I. ENTERPRISES LTD.

                	 
      	
                  Ms.
      Smadar Samirah

                
	
                  By: 

                	
                   

                  /s/
      D. Zurr

                	 
      	
                   

                  /s/
      Smadar

                
	 	 	 	 	 
	
                  Name: 

                	
                  D.
      Zurr

                	 
      	 
      	 
      
	 	 	 	 	 
	
                  Title:

                	
                  President

                	 
      	 
      	 
      


        

      

    

     

     

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January 1998

     

    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    


    

      [Translated
from Hebrew]

       

       

      Addendum
and Amendment of Conditions of Employment Agreement of

      Executed
on July 14,
2008

      


      
        	
                Between:

              	
                QBI Enterprises Ltd.
      (hereinafter: the “Company”)

              


      

      
        	
                And:

              	
                Mrs. Smadar Shakked
      (hereinafter: the “Employee”)

              


      

      
        	
                Whereas:

              	
                The
      Company and the Employee have executed an employment agreement dated
      September 14, 1997, which has been amended by the Parties from time to
      time (hereinafter: the “Employment Agreement”);
      and

              


      

      


      
        	
                Whereas:

              	
                The
      Parties wish to amend the conditions of the employment
      agreement;

              


      

      


      
        Therefore,
it is agreed between the Parties as follows:

      

      


      
        	
                1.

              	
                The
      Parties agree that the unpaid leave that the Employee has taken will end
      on July 15, 2008, and as of such date, she shall return to her
      employment.

              


      

      
        	
                2.

              	
                Section
      3
      of the Agreement - the Employee's monthly salary, as of July
      15, 2008, shall be in the sum of NIS
      47,700 per month.

              


      

      
        	
                3.

              	
                Section
      5(A)(II) - it is agreed that the prior notice period to which the Employee
      is entitled shall be altered from 60 days to 120
  days.

              


      

      
        	
                4.

              	
                The Parties have agreed that as
      of July
      15, 2008, they shall
      adopt the conditions of section 14
      of the Severance Pay
      Law and the conditions of the General Approval regarding employer payments
      into pension funds and insurance funds in lieu of severance pay. For the
      purposes of the aforesaid, the Parties shall execute Appendix
      A attached hereto.
      (For the avoidance of doubt it is clarified that the salary increase under
      this Addendum shall be subsequent to adoption of the aforesaid conditions,
      i.e., it shall not apply to severance pay obligations owing for the period
      preceding the adoption of the conditions of section 14).

              


      

      
        	
                5.

              	
                Except
      to the extent otherwise provided in this Addendum, the rest of the
      conditions of the employment agreement shall remain unchanged and in full
      force.

              


      

      


      
        In
witness whereof, we have hereunto set our hands:

      

       

      
        	
                The
      Company

              	
                The
      Employee

              


      

      
        	
                /s/
      D. Zurr

              	
                /s/
      Smadar Shakked

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                3.

              	
                Employee’s
      Declarations

              


      

      


      
        	
                 
      

              	
                The
      Employee hereby declares and confirms that it is aware and agrees that
      subject to the performance of the Employer's obligations under the
      Agreement and the conditions of the General Approval, the Employer's
      payments as set out in section 2 above shall be in lieu of the severance
      pay owed to the Employee for the salary from which the aforesaid payments
      were made, and for the period in which they were
  made.

              


      

      


      
        	
                4.

              	
                General
      Approval

              


      

      


      The following is the wording of the
General Approval as published in Yalkut
Pirsumim 4659 of June 30, 1978 (following amendment in Yalkut
Pirsumim 4803 of August 23,
1999 and in Yalkut
Pirsumim 4970 of March 12,
2001).

      


      By virtue of my authority pursuant to
section 14 of the Severance Pay Law, 5723-1963, (hereinafter: the “Law”), I certify that payments
made by the Employer as of the date of publication of this Certificate, for the
Employee, into a comprehensive pension in an annuity fund which is not an
insurance fund as defined in the Income Tax (Rules for Approval
of and
Management of Pension Funds) Regulations, 5724-1964 (hereinafter: a “Pension Fund”), or into an
executive insurance policy which includes the ability to pay an annuity or a
combination of payments into an annuity plan and a plan which is not an annuity
plan, into such insurance fund (hereinafter: an “Insurance Fund”), including
payments made by combining payments into a Pension Fund and an Insurance Fund,
whether the Insurance Fund contains an annuity plan or not (hereinafter: “Employer Payments”) shall
stand in lieu of the severance pay owing on the Salary out of which the
aforesaid payments are made, and for the period paid (hereinafter: the “Severance Salary”), provided
that all of the above exist:


      (1)           Employer's Payments
–

      


      
        	
                 
      

              	
                (a)

              	
                Into
      a Pension Fund shall be no less than 14.33% of the Severance Salary or
      12% of the Severance Salary if the Employer also makes payments for
      the Employee, in
      addition to the above, for supplementation of severance pay into a
      severance pay pension fund or an Insurance Fund in the Employee’s name in
      the rate of 2.33% of the Severance Salary.  Where the Employer
      has not paid the aforesaid 2.33% in addition to the 12%, the Employer’s
      payments shall stand in lieu of 72% of the Employee’s severance pay
      only.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (b)

              	
                Into
      an Insurance Fund are no less than one of the
  following:

              


      

      
        	
                 
      

              	
                (1)

              	
                13.33% of the Severance
      Salary, if the Employer pays for the Employee, in addition to the above,
      for monthly salary assurance in the event of loss of capacity to work,
      under a plan approved by the Commissioner for Capital Markets, Insurance
      and Savings at the Ministry of Finance, in the rate required to assure 75%
      of the Severance Salary at least, or in the rate of 2.33% of the Severance
      Salary, whichever is the lesser (hereinafter: “Payment for Insurance of Loss
      of Capacity to Work”);

              


      

      


      
        	
                 
      

              	
                (2)

              	
                11% of the Severance Salary
      if the Employer also makes
      Payment for Insurance of Loss of Capacity to Work, in which
      case the Employer’s payments shall stand in lieu of 72% of the Employee’s
      severance pay only. Where the Employer, in addition to the above, makes
      payments in supplementation of severance pay into a severance pay pension
      fund or an insurance fund in the Employee’s name, in the rate of 2.33% of
      the Severance Salary, the Employer’s payments shall stand in lieu of 100%
      of the Employee’s severance pay.

              


      

      


      
        	
                (2)

              	
                No
      more than three
      months after the commencement of the Employer’s payments, a written
      agreement is entered into between the Employer and the Employee containing
      –

              


      

      


      
        	
                 
      

              	
                (a)

              	
                The
      Employee's consent to an arrangement under this Approval in a form setting
      out the Employer's payments to the Pension Fund or Insurance Fund, as the
      case may be, such agreement to also contain the wording of this
      Approval;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                The employer's waiver, in
      advance, of any right that it might have to refund of monies from its
      payments, unless the employee's right to severance pay is denied in a
      judgment under section 16 or 17 of the Law and in the event that it is so
      denied or that the Employee has withdrawn monies from the pension fund or
      insurance fund other than with respect to an entitling event: For this
      purpose, “entitling event” – death, disability or retirement at age sixty
      or above.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                (3)

              	
                This
      Approval shall not derogate from an employee’s right to severance pay
      under the Law, under a collective agreement, extension order or employment
      contract, in respect of salary above the exempt
  salary.

              


      

      


      
        	
                5.

              	
                Termination of
      Agreement

              


      

      


      The
Agreement shall apply to the Employer's payments commencing on July
1, 2008 and
shall remain in force for so long as the Employer is making payments in
accordance with section (1)
of the conditions of the General Approval.

      


      In
witness whereof, we have hereunto set our hands this14th day of July,
2008

       

      
        	
                Employer

              	
                Employee

              


      

      
        	
                /s/
      D. Zurr

              	
                /s/
      Smadar Shakked

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      [24]

      


      Addendum
to Employment Agreement

      Made
and executed on December 10, 2007

      


      Between:                      Q.B.I
Enterprises Ltd. (hereinafter: the “Company”)

      


      And:
Smadar Shakked (hereinafter: the “Employee”)

      


      
        	
                1.

              	
                The
      Parties have executed a number of Addendums to the Agreement with respect
      to the Employee's taking unpaid
leave.

              


      

      
        	
                2.

              	
                The
      Parties agree that the term of unpaid leave shall be extended until June
      15, 2008.

              


      

      
        	
                3.

              	
                It
      is agreed that during the term of unpaid leave, the employment relations
      between us shall be frozen such that you shall not be entitled to receive
      any payments from the Company and/or any provisions to your benefit into
      any funds whatsoever.

              


      

      
        	
                4.

              	
                The
      rest of the conditions of the Agreement shall remain
      unchanged.

              


      

      


      


      
        	
                The
      Employee

              	
                The
      Company

              


      

      
        	
                /s/
      Smadar Shakked

              	
                /s/
      D. Zurr

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      [24]

      Amendment of Addendum to
Employment Agreement

      Made and executed on the
22nd day of July 2007

      (hereinafter:
the “Amendment”)

      


      Amendment
to Addendum to Employment Agreement made and executed on January 21, 2007
(hereinafter: the “Addendum”)

      


      Between

      Q.B.I.
Enterprises Ltd.

      Nes
Ziona

      (hereinafter:
the “Company”)

      


      And

      Smadar
Shaked

      i.d.
22498302

      Whose
address is: 7 Spinoza Street, Tel Aviv

      (hereinafter:
the “Employee”)

      


      
        	
                Whereas

              	
                An
      Addendum has been executed by the Company and the Employee;
      and

              


      

      
        	
                Whereas 

              	
                The
      Parties have decided to extend the term of unpaid
  leave;

              


      

      


      Therefore,
it is agreed and declared by the Parties as follows:

      
        	
                1.

              	
                The
      term of unpaid leave was extended from August 1, 2007 until December 15,
      2007 (hereinafter: the “Term of Unpaid Leave”).  The Term of
      Unpaid Leave shall be extended / shortened as may be agreed by the
      Parties.

              


      

      
        	
                2.

              	
                It
      is agreed that during the Term of Unpaid Leave, the employment relations
      between the Company and the Employee shall be frozen such that the
      Employee shall not be entitled to receive any payments from the Company
      and/or any provisions to her benefit into any funds whatsoever during the
      Term of the Unpaid Leave.

              


      

      
        	
                3.

              	
                Except
      to the extent otherwise provided in this Amendment, the rest of the
      conditions of the Addendum shall remain unchanged and in full
      force.

              


      

      
        	
                4.

              	
                In
      the event of any contradiction between the provisions of the Addendum and
      the provisions of  this Amendment, the provisions of this
      Amendment shall prevail.

              


      

      


      
        In
witness whereof, we have hereunto set our hands:

         

      

      
        	
                The
Company

              	
                The
      Employee

              


      

      
        	
                /s/
      D. Zurr

              	
                /s/
      Smadar Shakked

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        2

      

      
        Addendum
to Employment Agreement

      

      
        Made
and executed on 1/21/2007

      

      


      
        	
                Between:

              	
                Q.B.I.
      Enterprises Ltd. (hereinafter: “The
Company”

              


      

      
        	
                 
      

              	
                POB
      4071, Nes Ziona

              


      

      
        	
                And:

              	
                Smadar
      Shaked (i.d. 22498802 (hereinafter: the
  “Employee”)

              


      

      
        	
                 
      

              	
                Of
      7 Spinoza Street, Tel Aviv

              


      

      


      
        	
                Whereas:

              	
                The
      Employee wishes to take unpaid leave;
and

              


      

      
        	
                Whereas:

              	
                The
      Company has agreed to allow the Employee to take unpaid leave subject to
      the conditions set out below.

              


      

      


      
        Therefore, it is declared,
stipulated and agreed between the Parties as follows:

      

      


      
        	
                1.

              	
                The
      Parties agree that the Employee shall take unpaid leave from December 1,
      2006, and until August 1, 2007 (hereinafter: the “Term of Unpaid Leave”).
      The Term of Unpaid Leave shall be extended / shortened as may be agreed by
      the Parties.

              


      

      


      
        	
                 
      

              	
                The
      Term of Unpaid Leave is hereby extended until July 1,
  2008.

              


      

      


      
        	
                2.

              	
                It
      is agreed that during the Term of Unpaid Leave, the employment relations
      between the Company and the Employee shall be frozen such that the
      Employee shall not be entitled to receive any payments from the Company
      and/or any provisions to her benefit into any funds whatsoever during the
      Term of the Unpaid Leave.

              


      

      


      


      In
witness whereof, the Parties have hereunto set their hands:

       

      
        	
                QBI Enterprises
      Ltd.

              	
                Smadar
      Shakked

              


      

      
        	
                /s/
      D. Zurr

              	
                /s/
      Smadar Shakked

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

    

     

    Appendix to Employment
Agreement

     

     Drafted and executed on
January 21, 2007

     

    Between:

     

    Q.B.I
Enterprises Ltd. At Nes Ziona, P.O. Box 4071 (the “Company”)

     

    And;

     

    Smadar
Shakked (I.D 224988902) at 7 Spinoza St., Tel Aviv (the “Employee”)

     

    Whereas,
the Employee desires to take a “leave of absence;”

     

    Whereas,
The Employee received consent from the Company for taking the “leave of absence”
subject to the following terms:

     

    Accordingly,
the parties hereto agree as follows:

     

    
      	
            	
              1.

            	
              Both
      parties agree that the Employee shall take the leave of absence from
      December 1, 2006 until August 1, 2007 (the “leave of absence period”). The
      leave of absence period may be extended/shortened as agreed upon between
      Company and Employee.

            


    

     

    
      	
            	
              2.

            	
              Both
      parties agree that during the leave of absence period the employment
      relationship between the two parties shall be put on hold in a way that
      the Employee shall not be entitled to receive from the Company during the
      leave of absence period any payments and/or other allocations put aside by
      the Company for the benefit of the Employee as part of some kind of
      fund.

            


    

     

    IN
WITNESS WHEREOF, the parties have executed this Appendix:

     

     

    


    
      	
              Q.B.I
      Enterprises Ltd.

            	 
      	 
      	
              Smadar
      Shakked

            
	 
      	 
      	 
      	 
      
	
              /s/
      D. Zurr

            	 
      	 
      	
              /s/
      Smadar

            


    

     

     

    

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Supplement
and Changes to the conditions of the employment agreement signed on July 14,
2008

       

      Between:  Samdar
Shaked (the “Employee”)

       

      And

       

      Between:  QBI
Enterprises, Inc. (the “Company”)

       

      Whereas,
the Company and the Employee have signed an Employment Agreement since September
14, 1997, which has been updated by both parties from time to time, (the “Employment
Agreement”).

       

      Whereas,
both parties want to change the terms of the Employment Agreement

       

      Accordingly,
the following has been agreed to by the parties:

       

      1.           It
is agreed that the unpaid leave taken by the Employee will end on July 15, 2008,
and on that date the Employee will return to work.

       

      2.           Section
3 of the Employment Agreement — The Employee’s monthly salary starting from July
15, 2008 will be 47,700 NIS per month.

       

      3.           In
Section 5(A)(II) — It is agreed that the advance notice given to the Employee
will be changed from 60 days to 120 days.

       

      4.           The
parties have agreed that starting July 15, 2008, instead of severance pay, they
will adopt the conditions of Section 14 of the Severance Pay Law and the general
conditions regarding employer payments to pension and insurance
funds.  For the purpose of the above change, the sides will sign on
Appendix A, attached.  (To remove all doubt, it is understood that the
salary increase according to this Supplement is done after the aforementioned
conditions have been adopted, that is, the previous obligation for severance pay
will not apply for the period before the adoption of Section 14.)

       

      5.           Except
for what was said in this supplement, the remaining conditions of the Employment
Agreement shall remain as is, without change and in full effect.

       

      In
Witness, signed

       

      /s/
Smadar Shakked

       

      Nov. 9,
2010

       

      /s/ D.
Zurr

       


      
        
          
            .