Unassociated Document


    


    
      Exhibit
10.5

      


      TERMINATION
AGREEMENT

      


      This
Termination Agreement (the “Agreement”) is made and
entered into as of May 17th, 2009, by and between
Cherry Tankers Ltd., a company with its principle place of business at 6 Maskit
St. Herzliya, Israel (“Licensor”), and Cherry Tankers Inc., a company
with its place of business at 615 South DuPont Highway, Dover, Delaware, Country
of Kent (“Licensee”). Each of the Licensor and the
Licensee, a “Party”, and collectively, the
“Parties”.

      


      WHEREAS, the Parties have
entered into that certain License Agreement, dated November 27th,  2007 (the
“License Agreement”); and

      


      WHEREAS, the Parties wish to
terminate the License Agreement according to the terms and conditions set forth
below;

       

      NOW, THEREFORE, in
consideration for the promises, representations, covenants and undertakings set
forth herein, the parties hereto hereby agree as follows:

       

      1.          Definitions.
 All terms not
otherwise defined herein, shall have the meaning ascribed to them in the License
Agreement.

       

      2.          Termination
of License Agreement. Notwithstanding section
9.1 to the License Agreement, the Parties hereby terminate the License
Agreement, effective as of the date hereof (the “Effective Date”).

       

      3.          Consequences
of Termination.

       

      3.1          As
of the Effective Date the License shall terminate and Licensee shall immediately
cease manufacturing, promoting, distribution, sales and marketing of the
Product.

      


      3.2          Licensee
hereby confirms that it has returned to Licensor all Confidential Information
and/or any such tangible property representing the Confidential Information and
all copies thereof and that it has erased/deleted any such Confidential
Information held by it in electronic form.

       

      3.3          By
affixing its signature below, each of the Parties hereby confirms that it has
no, and it hereby waives, any claim and/or contention of any kind and type that
it has, may have or shall have against the other Party, its officers, directors,
shareholders,
employees and/or advisors, with respect to the License Agreement and/or
the termination thereof; and hereby releases all of the
abovementioned

      from any
such claim or alleged claim.

       

      4.          Non-Competition. Licensee hereby
covenants that for
a period of twelve (12) months following the Effective Date Licensee will not
engage, directly or indirectly, in any capacity whatsoever, whether
independently or as part of any kind of joint venture, cooperation and/or as a
service provider or otherwise, through any corporate body and/or with or through
others, in any activity in the shoes and/or orthopedic industry and/or otherwise
in an activity competing directly with the products of Licensor as currently
being developed and manufactured.

       

      5.          Miscellaneous. (i) Governing Law - This
Agreement shall be governed by and construed in accordance with the laws of the
state of New York. The courts of the city of New York shall have sole and
exclusive jurisdiction and venue over any dispute related to this Agreement and
both parties herby consent to such jurisdiction and venue. Both parties herby
mutually agree that the provisions of the United Nations Convention on Contracts
for the International Sale of Goods, 1980, shall not apply to this Agreement and
to their engagement. (ii) Entire Agreement - This
Agreement constitutes the full and entire understanding and agreement between
the parties with regard to the subject matter hereof.

       

      IN WITNESS WHEREOF the parties
have signed this Termination Agreement as of the date first hereinabove set
forth, by their authorized representatives, in two or more counterpart, which
may be faxed counterparts, each of which shall be deemed an original, and
together, an original instrument.