CONFIDENTIAL
PORTIONS OF THIS AGREEMENT DESIGNATED BY ASTERISKS (*) 

    HAVE
BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION 

    PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT.

    


    PCZL
26.06.09

    AGREEMENT

    


    THIS
AGREEMENT (“Agreement”)
is made between Adama Technologies Corp, a Delaware corporation with a principal
place of business at 8 Karl Netter St. Tel-Aviv, Israel, (the “Company”) and each of Mr. Boaz
Benrush  I.D. Number 029579372, residing at 11 Zvi Peretz Haiot
Street, Tel Aviv, Israel, and Mr. Oren Bar-nir Gayer  I.D. Number
038946760, residing at 37 Givat Halevona Street, Reut, Israel (collectively: the
“Directors”).

    


    WITNESSETH:

    


    
      
        
          
            	
                    WHEREAS,

                  	
                    the
      Company wishes to incorporate a fully owned subsidiary, Adama Israel Ltd.
      (the "Subsidiary")
      and nominate the Directors as directors of the Subsidiary;
    and

                  
	 	 
	
                    WHEREAS,

                  	
                    the
      parties hereto wish to regulate the equity compensation package to the
      Directors in accordance with the terms and conditions set forth
      herein.

                  


          

        

      

    

    


    NOW, THEREFORE, in
consideration of the foregoing premises, representations, warranties, covenants
and agreements herein contained, and intending to be legally bound hereby, the
parties do hereby mutually agree as follows:

     

    
      	
              1.

            	
              The Business
      Development Activities

            


    

     

    The
Directors shall, in addition to their on-going duties as directors of the
Subsidiary, take an active part in promoting the following activities of the
Company (the: “Business
Development Activities”):

     

    
      	
               
      

            	
              (a)

            	
              *

            


    

     

    
      	
               
      

            	
              (b)

            	
              *

            


    

     

    
      	
               
      

            	
              (c)

            	
              *

            


    

     

    
      	
               
      

            	
              (d)

            	
              *

            


    

     

    
      
        	
                2.

              	
                Equity based
      Compensation payment

              


      

    

     

    
      	
               
      

            	
              2.1.

            	
              In
      consideration for the Business Development Activities, the Company will
      award the Directors the following equity compensation package based on the
      milestones as set forth in section
2.2.

            


    

     

    
      	
               
      

            	
              2.2.

            	
              The
      Company will, upon execution of this Agreement, adopt an Employee Share
      Option Plan for the grant of shares and options to purchase shares of the
      Company to employees, office holders, consultants and service providers of
      the Company or any subsidiaries or affiliated companies of the Company, in
      the form attached as Exhibit
      2.2 hereto (the "Plan"). The Plan will
      comply with the provisions of Section 102(b)(2) of the Israeli Income Tax
      Ordinance (Capital Gain Option Through a Trustee) and any rules and
      regulations promulgated thereunder including the Income Tax Rules (Tax
      Relief upon the Allotment of Shares to Employees), 2003.  The
      Company will issue to the Directors, under the Plan and subject to the
      provisions of this Agreement, an aggregate of Fourteen Million
      (14,000,000) shares of Common Stock of the Company, which constitute 15.4%
      of the Company's issued and outstanding share capital of the Company on a
      fully diluted basis on the date hereof (the “Shares”).

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    The
Shares will be issued to Adv. Amir Rachmani (the " Trustee")  on
behalf of the Directors, in equal parts, within 30 days from the date hereof.
The Shares will be held by the Trustee for at least the appropriate holding
period required under Section 102(b)(2) of the Israeli Income Tax Ordinance
(Capital Gain Option Through a Trustee).

     

    The
foregoing notwithstanding, the Directors' entitlement to the Shares or any part
thereof will only be affected if the Company has achieved the following
milestones (each, a "Milestone"):

     

    
      	
               
      

            	
              (a)

            	
              Two
      Million (2,000,000) Shares *

            


    

     

    
      	
               
      

            	
              (b)

            	
              Three
      Million (3,000,000) Shares *

            


    

     

    
      	
               
      

            	
              (c)

            	
              Five
      Million (5,000,000) Shares *

            


    

     

    
      	
               
      

            	
              (d)

            	
              Four
      Million (4,000,000) Shares *

            


    

     

    In the
event that any of the Milestones have not achieved within their respective time
frame, the applicable number of Shares to which the Directors would have been
entitled to had such Milestone been achieved, will be returned to the Company
and the Directors will not be entitled to any rights with respect
thereto.

     

    
      	
               
      

            	
              2.3.

            	
              Upon
      closing of any equity or debt agreement entered into between the Company
      and an investor/s, for the extension to the company (by way of debt or
      equity) of an amount of up to 4 Million USD, in the aggregate under any
      such agreements, the Company will grant to the Directors, under the Plan,
      such amount of additional shares of Common Stock of the Company, so as to
      retain the Directors’ joint shareholdings in the Company of 15.4%, on a
      fully diluted basis (the "Additional Shares"). The
      Directors shall not be entitled to Additional Shares with respect of
      equity or debt agreements to which the Company is a Party if the aggregate
      amount extended to the Company (by way of debt or equity) under any such
      agreements exceeds 4 Million USD.

            


    

     

    
      	
               
      

            	
              2.4.

            	
              The
      Shares granted to the Directors in accordance with this Section will be
      returned to the Company if the Company does not enter into equity or debt
      agreements with an investor/s, under which an aggregate amount of at least
      1 Million US Dollars is extended to the Company (by way of equity or
      debt), during a period of one year following the date
    hereof.

            


    

     

    
      	
               
      

            	
              2.5.

            	
              The
      Shares and the Additional Shares will be granted to the Directors in
      consideration for payment by the Directors of their par value (0.001 USD
      per Share) (the "Par
      Value Amount"). The Par Value Amount will be extended to the
      Directors as a non-recourse loan from the Company and will be repaid to
      the Company only following the sale of the Shares and the Additional
      Shares, if applicable, by the
Directors.

            


    

     

    
      
         


      

      
        - 2
-

        
          

        

      

      
         


      

    

     

    
      
        	
                3.

              	
                Expenses and
      payments

              


      

    

     

    
      	
               
      

            	
              3.1.

            	
              In
      addition to any monetary compensation that will be granted to the
      Directors, the Company and/or the Subsidiary will reimburse the Directors
      for any documented, out-of-pocket expenses from time to time properly
      incurred by the Directors in connection with the Business Development
      Activities, including (but not limited to) necessary traveling
      expenses.

            


    

     

    
      	
               
      

            	
              3.2.

            	
              All
      payments shall include V.A.T., if required by law, which shall be added to
      the amounts or consideration set forth
above.

            


    

     

    
      
        	
                4.

              	
                Term of the
      Agreement

              


      

    

     

    This
Agreement shall be effective as of March 1st, 2009
and shall continue until the achievement of the milestones set out in section 2
above or such other time, as mutually agreed in writing by both
parties.

     

    
      	
              5.

            	
              Confidentiality

            


    

     

    The
Directors acknowledges that they will be exposed to confidential information
related to the Company or any subsidiaries or affiliated companies of the
Company in connection with the Business Development Activities and this
Agreement, and therefore, each of the Directors hereby undertakes to preserve
absolute confidentiality of any information disclosed to it by the Company or
any subsidiaries or affiliated companies of the Company in connection with and
as a result of the Business Development Activities rendered by such Director.
This obligation shall also apply to the Directors after termination of this
Agreement.

     

    
      	
              6.

            	
              Indemnity
      Agreements.

            


    

     

    At or
prior to the execution of this Agreement, the Company and the Subsidiary shall
enter into an indemnity agreement with each of the Directors, in the form
attached hereto as Exhibit
6 (the "Indemnity
Agreements"), under which the Company and the Subsidiary will undertake
to indemnify the Directors to the full extent permitted by law.

     

    
      	
              7.

            	
              Directors
      and Officers Insurance.

            


    

     

    At or
prior to the execution of this Agreement, the Subsidiary shall obtain and
maintain in full force and effect, a Directors and Officers insurance policy of
financially sound and reputable insurers, covering the Directors, in scope and
amount acceptable to the Directors.

     

    
      
        	
                8.

              	
                General

              


      

    

     

    
      	
               
      

            	
              8.1.

            	
              Neither
      party hereto shall assign any of its rights and obligations hereunder
      without the prior written consent of the other
  party.

            


    

     

    
      	
               
      

            	
              8.2.

            	
              This
      Agreement shall not be modified except by an instrument in writing signed
      by both parties.

            


    

     

    
      	
               
      

            	
              8.3.

            	
              The
      laws of the State of Israel shall govern this Agreement, and that the
      competent court in Tel–Aviv shall have exclusive jurisdiction over any
      matter arising out of, or in connection with, this
    Agreement.

            


    

     

    
      	
               
      

            	
              8.4.

            	
              All
      notices, requests, reports, consents and other communications hereunder
      shall be in writing, and shall be delivered either (i) by hand,
      (ii) by e-mail or facsimile transmission, with a written
      acknowledgement of the recipient, (iii) by courier, or (iv) by
      registered mail, return receipt requested.  Until changed by a
      written notice given by either party to the other party, the addresses of
      the parties shall be as set herein.

            


    

     

    In
witness whereof, the duly authorized representatives of the Company and the
Directors have executed this Agreement as of the date stated
below.


    
      
         


      

      
        - 3
-

        
          

        

      

      
         


      

    

    


    
      
        	
                Adama
      Technologies Corporation

              	 
      
	 
      	 
      
	
                By:
      /s/ Aviram Malik

              	 
      
	
                Title:
      President

              	 
      
	
                Date:
      July 22, 2009

              	 
      
	 
      	 
      
	
                By:
      Boaz Benrush

              	
                By:  /s/
      Oren Bar-nir Gayer

              
	
                Title:
      Director

              	
                Title:
      Director

              
	
                Date:
      July 22, 2009

              	
                Date:
      July 22, 2009

              


      

    

     

    
      
         


      

      
        - 4
-