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    CONFIDENTIAL
PORTIONS OF THIS AGREEMENT DESIGNATED BY ASTERISKS (*) HAVE BEEN OMITTED AND
FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.

    


    


    EXCLUSIVE
MARKETING AGREEMENT

    


    This
Agreement is effective as of July 15, 2009 by and between Cardio Vascular
Medical Device Corp., a company organized and existing under the laws of the
State of Delaware listed on the OTCBB under Ticker CVSL (the “Marketing Arm”), and Elgressy
Engineering Services (1987) Ltd., a company incorporated in the State of Israel
with principal place of business located in 16 Schechterman Street, Industrial
Zone Netanya (hereinafter “Elgressy”); each of the
Marketing Arm and Elgressy may be referred to as a "Party" and collectively as the
"Parties".

     

    RECITALS

     

     

    
      	
              1.  

            	
              Elgressy
      is engaged in the business of designing and manufacturing products for
      cooling tower water treatment systems, parts of which currently are either
      patented  or have patents pending (the "Products") and desires
      that the sale and use of such Products be actively and diligently promoted
      in the Territory and in the Fields (both as defined below);
      and,

            


    

     

     

    
      	
              2.  

            	
              The
      Marketing Arm desires to actively and diligently promote the use of the
      Products in the Territory and in the Fields, with the aim of locating
      customers in the Territory and in the Field and entering into Lease
      Agreements or Sale Agreements, as defined below, for the Products with
      such customers.

            


    

     

    IN
CONSIDERATION OF THE MUTUAL BENEFITS TO BE DERIVED HERETO AND MUTUAL AGREEMENTS
HEREIN, THE PARTIES, INTENDING TO BE LEGALLY BOUND, HEREBY AGREE AS
FOLLOWS:

    


     

    
      	
              1.  

            	
              DEFINITIONS

            


    

     

     

    
      	
              1.1  

            	
              "Additional Installation"
      means as defined in Section 3.12
below.

            


    

     

     

    
      	
              1.2  

            	
              "Affiliate" means all
      persons and business entities that now or here­after, directly or
      indirectly, i) control, or ii) are owned or controlled by, or iii) are
      under common control of such Party.

            


    

     

     

    
      	
              1.3  

            	
              "Agreement" means this
      document and any annex, exhibit, attachment, schedule, addendum, or
      modification hereto, unless the context otherwise
    indicates.

            


    

     

     

    
      	
              1.4  

            	
              "Claims" means any and
      all costs, losses, liabilities, damages, lawsuits, judgments, claims,
      actions, penalties, fines and expenses (including, without limitation,
      interest, penalties, reasonable attorneys’ fees and all monies paid in the
      investigations, defense or settlement of any or all of the
      foregoing).

            


    

     

     

    
      	
              1.5  

            	
              "Confidential
      Information" means any invention, know-how or idea of a Party
      hereto or any other scientific, business, technical or financial
      information of Party hereto including any proprietary information relating
      to the Products or the business of a Party hereto, its financials and
      business, marketing and sales plans that may be divulged to the other
      Party in the course of the performance of this Agreement provided however,
      that any of the above which is either (i) already known to the disclosing
      Party at time of its disclosure; or (ii) becomes publicly known through no
      wrongful act of the disclosing Party or as a result of a breach of this
      Agreement; or (iii) received from a third party free to disclose it to
      the

            


    

     

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    
      	
              1.6  

            	
               disclosing
      Party and without any obligations to keep confidential; or (iv)
      communicated to a third party with express written consent of the other
      Party, shall not be deemed to be Confidential
  Information.

            


    

     

     

    
      	
              1.7  

            	
              "Customer” means a lessee
      or purchaser(s) of Products pursuant to a Lease or a Sale Agreement under
      the Revenue Based Model (as defined in Section
  9).

            


    

     

     

    
      	
              1.8  

            	
              "Field" means any and all
      types of power plants in the United States (the “Power Plants”) or the
      hotel chains set forth in Schedule1.8 hereto, in
      the United States (the "Hotels"); the Power Plants
      and the Hotels are hereinafter collectively referred to as the "Fields".

            


    

     

     

    
      	
              1.9  

            	
              "Initial Installation"
      means as defined in Section 3.12
below.

            


    

     

     

    
      	
              1.10  

            	
              "Installation" means to
      install and execute the initial operation of a Pilot Products and/or the
      Products (as the case may be) at the Customer's
  facility.

            


    

     

     

    
      	
              1.11  

            	
              "Intellectual Property
      Rights" means any and all patent and patent application rights,
      copyrights, moral rights and any other rights in works of authorship,
      rights to trademarks and service marks and applications, and all other
      intellectual property rights in connection with inventions, improvements,
      designs, configurations, ideas, concepts, innovations, know how, drawings,
      schematics, original works of authorship, formulae, concepts, techniques,
      methods, systems, processes, compositions of matter, software, databases
      and mask works; all of the foregoing, in any jurisdiction, whether or not
      patentable, copyrightable or protectable as trade secrets, irrespective of
      whether registered as a patent, copyright, trademark or in another form,
      and irrespective of whether constituting a commercial, professional or
      trade secret, including, without limitation, with respect to Elgressy, the
      Manufacturing Technology and the Production Data
  Package.

            


    

     

     

    
      	
              1.12  

            	
              "Lease Agreement" means a
      lease agreement entered into by the Marketing Arm or a subsidiary thereof,
      with a Customer, for the lease of the Products, for a period of up to ten
      (10) years.

            


    

     

     

    
      	
              1.13  

            	
              "Lease Price" means the total
      consideration paid by the Customer in connection with the lease of the
      Products.

            


    

     

     

    
      	
              1.14  

            	
              "Manufacturing
      Technology" means
      hardware, software, inventions, data, trade secrets, works of authorship,
      know-how, methods and methodologies, inventions, ideas, processes and
      practices, technical data, drawings, formulations, technical reports,
      operating and testing procedures, instruction manuals, raw material or
      production specifications, computer software, the results of research and
      development work, whether in hard copy or in computer held form, including
      without limitation the Production Data Package and all Intellectual
      Property Rights underlying the
Products;

            


    

     

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    
      	
              1.15  

            	
              "Material Breach" a
      material breach of this agreement shall be a default of a Party under
      Sections 3.3('Non-competition), 3.15
      ('Title to
      Modifications'),  4.15 ('Elgressy IP rights')
      and any other breach which a Party fails to rectify, if rectifiable,
      within a period of thirty (30) days after receipt of a written notice of
      default. In order to remove doubt, failure to reach the sales targets
      whether pursuant the Short Marketing Plan or the Five Year Marketing Plan
      will not be considered a Material
Breach.

            


    

     

     

    
      	
              1.16  

            	
              “Pilot Product” means as
      defined in Section 4.5 below.

            


    

     

     

    
      	
              1.17  

            	
              "Product" means as
      defined in the recitals above.

            


    

     

     

    
      	
              1.18  

            	
              “Production Data Package”
      means the design, engineering, functional and technical specifications,
      bill of materials and testing procedures for the Products, including net
      lists, schematics, enhancements, designs, formulae, processes, drawings,
      routines, subroutines, techniques, concepts, computer software programs or
      applications (in both source code and object code form), flow charts,
      diagrams, work product and other materials or any types whatsoever,
      know-how, and tangible or intangible information or material, including
      third party software to the extent permitted by law or
      contract.

            


    

     

     

    
      	
              1.19  

            	
              "Regulatory Requirements"
      means any laws, rules, regulations, certifications and standards under any
      applicable law or that are promulgated or provided by a governmental or
      regulatory agency, as they may be from time to time, which apply to or are
      required for certain activity in connection with or arising out of this
      Agreement.

            


    

     

     

    
      	
              1.20  

            	
              A
      “Sale Agreement”
      means an agreement for the sale of the Products entered into by the
      Marketing Arm or its subsidiary with a
Customer.

            


    

     

     

    
      	
              1.21  

            	
              "SLA" means a service
      level agreement. "Elgressy SLA" means the
      SLA which sets forth the level of service Elgressy is required to provide
      to the Marketing Arm, and is attached hereto as Schedule 1.21A. "MA SLA" means the SLA
      which sets forth the minimum level of service the Marketing Arm, directly
      or indirectly, is required to provide to a Customer and is attached hereto
      as Schedule
      1.21.B.

            


    

     

     

    
      	
              1.22  

            	
              "Territory" means (i)
      Germany and (ii) the states of the United States of America listed in
      Schedule
      1.22 hereto (the "States").

            


    

     

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    
      	
              2.  

            	
              APPOINTMENT
      AND SCOPE

            


    

     

     

    
      	
              2.1  

            	
              Appointment. Elgressy
      hereby appoints the Marketing Arm as: (1) its exclusive independent sales
      and marketing representative for the Products in the Territory and the
      Fields, and (2) its exclusive service provider relating thereto, and the
      Marketing Arm hereby accepts such appointments, all subject to the terms
      and conditions of this Agreement.

            


    

     

     

    
      	
              2.2  

            	
              Activity Outside Territory.
      The Marketing Arm shall be entitled to act outside the Territory
      and/or the Fields with respect to marketing and sale of the Products, only
      with the prior written consent of Elgressy, for each
  sale.

            


    

     

     

    
      	
              2.3  

            	
              Subagents.

            


    

     

     

    
      	
              2.3.1  

            	
              The
      Marketing Arm may use subcontractors and/or subagents including the
      Marketing Arm’s subsidiaries (“Subagent(s)”), to
      promote the sale, lease and use of the Products and for the Installation
      (as defined below) and the supply of the after sale technical and other
      required services in the Territory and/or in the Fields; provided that: (i) the
      Marketing Arm shall provide Elgressy with the name, address and field of
      activity of any such Subagent, (ii) all agreements with Subagents relating
      to the Products (“Subagent’s
      Agreement(s)”) shall be consistent with this Agreement and shall
      include the provisions attached hereto as Schedule 2.3.1,
      and (iii) Elgressy shall have the right to demand that the Marketing Arm
      replace any Subagent in the event of a breach of this Agreement and/or the
      Subagent's Agreement, if such breach is not cured within sixty (60) days
      of receiving a notice by the Marketing Arm from Elgressy regarding such
      breach. It is agreed that the Marketing Arm shall consult Elgressy
      regarding the criteria which may be applied for selecting local Subagents.
      The Marketing Arm shall inform Elgressy, as soon as practical, of it
      becoming aware, of any breach by Subagent which constitutes a breach of
      this Agreement or a breach of a Subagent's Agreement, affecting Elgressy’s
      IP rights . The Marketing Arm shall assist Elgressy in protecting
      Elgressy’s rights against such acts and
  infringements.

            


    

     

     

    
      	
              2.3.2  

            	
              The
      Marketing Arm shall require its Subagents, acting on behalf of the
      Marketing Arm with respect to this Agreement, to purchase and maintain
      insurance at all times throughout the term of the Subagent's Agreement, at
      such Subagent's own account, with respect to the operation of the Products
      (“Subagent's Insurance Policies”).
      The Subagent's Insurance Policies will have terms and conditions and a
      limit of liability in an amount as shall be advised by an independent
      insurance expert, to be appointed by the Marketing Arm at no expense to
      Elgressy. The Subagent's Insurance Policies shall name each of the
      Marketing Arm and Elgressy as additional insured or loss
      payee.

            


    

     

    


    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    
      	
              3.  

            	
              ADDITIONAL
      UNDERTAKINGS OF THE MARKETING ARM

            


    

     

     

    
      	
              3.1  

            	
              The
      Marketing Arm undertakes that it will make reasonable commercial efforts
      to promote the sale/lease and use of the Products in the Territory and in
      the Fields.

            


    

     

     

    
      	
              3.2  

            	
              The
      Marketing Arm agrees to make reasonable commercial efforts to carry out
      the marketing, promotion and sale/lease of the Products in the Territory
      and in the Fields, by different means, at its sole discretion, but in no
      case less than reasonable commercial means pursuant to the Short Marketing
      Plan and the 5 Year Marketing Plan (both as defined below). Any and all
      marketing, promotional, sales and administrative costs, including any and
      all costs associated with attendance at or participation in trade shows,
      congresses or similar conferences, shall be borne by the Marketing Arm,
      unless otherwise is expressly stated in this
  Agreement.

            


    

     

     

    
      	
              3.3  

            	
              Non-competition. The
      Marketing Arm declares that it is not currently selling or promoting
      products that are competitive with the Products in the Territory and/or
      the Fields, and that the Marketing Arm does not have, nor during the term
      of this Agreement will it have, any conflict of interest or otherwise be
      subject to any restriction or third party agreement that would
      substantially adversely impair or prevent the Marketing Arm from
      representing the Products in the Territory and in the Fields faithfully
      and diligently, and during the term of this Agreement and for a period of
      two (2) years following its termination,  will not sell or
      promote products that are competitive with the Products.
  

            


    

     

     

    It is
hereby clarified that for the purposes of this Section 3.3 "products that are competitive with
the Products" means products with the same functionality of the Products
and that an end user customer may consider purchasing as an alternative to the
Product for the same purpose, and further provided that such products, which may
be competitive,  utilize electro-chemical technologies for water
purification.

     

     

    
      	
              3.4  

            	
              Marketing and Sales
      Plan. Prior to the signing of this Agreement the Marketing Arm has
      provided Elgressy with a detailed marketing and sales plan for the first
      year, including quarterly sales targets (“Short Marketing Plan”). The
      signing of this Agreement by the parties hereto is deemed consent of the
      Parties to the content of the Short Marketing Plan. The Short Marketing
      Plan includes the following:

            


    

     

     

    
      	
              3.4.1  

            	
              *

            


    

     

     

    
      	
              3.4.2  

            	
              Each
      of the sales targets set forth in the Short Marketing Plan or annual
      targets for the Five Year Marketing Plan, respectively, shall be deemed to
      be achieved, if the annual aggregate Contract Value of the agreements
      relating to each of such Territory or Field entered into by the Marketing
      Arm and/or any of its Subagents within the relevant year, shall be equal
      to or greater than * with respect to the Short Marketing Plan and 75% of
      the sales target for each year specified in the Five Year Marketing
      Plan.

            


    

     

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    
      	
               
      

            	
              For
      the purposes of this Agreement the term "Contract Value"
      means the minimum projected total aggregate amount of all income to be
      generated over 12 (twelve) months from signing a specific contract, in
      accordance with the terms of that contract, commencing upon the signing of
      such specific contract regardless whether such period will extend beyond
      the year with respect to which sales targets are being calculated,
      according to the terms of such specific contract; provided
      however that if the actual total
      aggregate amount of all income generated, with respect to each Lease and
      Sale Agreements - during the twelve (12) months period from its signing,
      from Lease and Sale Agreements entered into during the relevant (relevant
      for the purposes of sale target calculations) year is less than the
      amounts specified in this Section 3.4.6 above then the said sales targets
      shall be deemed not to have been achieved, and the provision of Section
      3.8 below shall apply, including the Marketing Arm Option, as defined
      therein.

            


    

     

     

    It is
further clarified and agreed for the purposes of assessing whether a sales
target is met, that:

     

     

    (i) if
such Lease or Sale Agreement has been cancelled
-  then   the shortfall projected income as from the
cancelation date shall be deducted from the calculation as to whether a
performance target has been achieved with respect to the relevant year (it is
hereby clarified that any income due or actually generated from a cancelled
contract shall be taken into account when calculating Contract Value and sales
targets, respectively, for the purposes of this Agreement); and

     

     

    (ii)
notwithstanding the above, if such Lease or Sale Agreement has been cancelled
and such cancellation is caused by Elgressy's delay in the supply of the
Products and/or Elgressy's breach of its undertakings under this Agreement
and/or as a direct result from any act or omission of Elgressy, Elgressy's
agents and/or representatives and/or any third party on Elgressy's behalf the
aggregate projected income originally anticipated from such Lease or Sale
Agreement shall be deemed to be actually generated for the purposes of
determining whether a sales target is met.

     

     

    
      	
              3.5  

            	
              Hotels and States. If
      the Marketing Arm achieves the aforesaid targets with respect to the
      Chosen Hotels (both Pilot targets and sales targets), then in the
      following year the Marketing Arm shall be entitled to the rights granted
      under this Agreement with respect to two additional Hotels and to one
      additional State, out of the list attached hereto as Schedule
      1.8,  and this mechanism shall continue in the years thereafter,
      granting the Marketing Arm the rights to sell to two additional Hotels a
      year, and one additional State  for each subsequent year,
      subject to its meeting the previous year's sales target for such Chosen
      Hotels or Chosen States (including for the States added as aforesaid), as
      applicable.

            


    

     

     

    
      	
              3.6  

            	
              Five Year Marketing Plan.
      Attached to this Agreement as Schedule 3.6,
      are the five year sale targets including projections for each of the
      different States, Territories  and Fields, for the first five
      (5) years following the first calendar year of this Agreement (the “Five Year Marketing
      Plan”).

            


    

     

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    
      	
              3.7  

            	
              Updated Targets.  It is agreed that
      each of the annual sale targets in the Five Year Marketing
      Plan,  for subsequent five (5) year periods and thereafter shall
      be at least  *than the targets for the previous calendar
      year.

            


    

     

     

    
      	
              3.8  

            	
              Non-Performance. If the
      Marketing Arm does not meet at least 75% of its annual targets as set out
      in the Short Marketing Plan and in the Five Year Marketing Plan and/or
      with regard to the Pilot targets (“Non-Performance”), as
      updated from time to time in accordance with Section 3.7 above, then
      subject to Marketing Arm Option, as defined below, (i) Elgressy may at any
      time and in its sole discretion, terminate the Marketing Arm's rights to
      exclusivity
      with respect to the Territory and/or the Field regarding which the
      Non-Performance occurred, by giving ninety (90) days written notice to the
      Marketing Arm. For as long as Elgressy has not granted any third party
      exclusive rights for such Territory or Field, the Marketing Arm will be
      allowed to continue and operate on a non-exclusive basis in such Territory
      or Field, or part thereof, which is not subject to third party exclusivity
      rights) as the case may be. Upon the appointment by Elgressy of an
      exclusive representative or agent in a Chosen State or Germany or Field,
      the Marketing Arm will have no further rights in such Chosen State or
      Germany or Fields, as the case may be, except under existing Sales or
      Lease Contracts. The Marketing Arm shall not have any claims and shall not
      be entitled to any remedy against, and compensation from, Elgressy or
      anyone acting on its behalf, in connection with any such termination of
      rights. It is hereby clarified, that if the Marketing Arm does not achieve
      75% of the aforesaid annual targets with respect to the States, it shall
      lose its exclusivity with respect to all the States. However
      notwithstanding the above, if an annual target is not met, the Marketing
      Arm shall have the option to pay Elgressy a cash payment equal to
      Elgressy's share in the shortfall with regard to 75% of the relevant
      annual target, in order to keep its exclusivity in the aforementioned
      Territories or Fields (the "Marketing Arm Option").
      The Marketing Arm Option must be exercised and funded within sixty (60)
      days of the end of a relevant year, after which it shall
      expire.

            


    

     

     

    Notwithstanding
the above, in the event that (i) the Marketing Arm did not exercise the
Marketing Arm Option, and (ii) Elgressy has not granted any third party
exclusive rights for any Chosen State or Germany or Field, and (iii) in the year
following the Non-Performance, the Marketing Arm has achieved the relevant
targets for a Chosen State or Germany or Field for the year for which
Non-Performance occurred and for the following year, the exclusivity shall be
reinstated for such Chosen State or Germany or Fields, as the case may be and
the above paragraph of this Section 3.8 shall apply. For the purpose of this
section, the target for the Chosen States shall be reduced proportionally for
the Chosen  States  in which exclusivity has been granted by
Elgressy to a third party. (i.e., if Elgressy grants exclusivity with respect to
one of the Chosen States, and assuming there are three Chosen
States,  the annual target with respect to the
Chosen  States  left shall be reduced from *

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    
      	
              3.9  

            	
              Reports.

            


    

     

     

    
      	
              3.9.1  

            	
              Subject
      to any applicable law and regulation, the Marketing Arm shall provide
      Elgressy with a written report, not later than thirty (30) days following
      the completion of each quarter, indicating the Marketing Arm’s
      sales/leases in the Territory in the previous calendar quarter, with the
      Customer’s name and address. The Marketing Arm will also provide Elgressy
      copies of all agreements, in connection with the Products, which were
      entered into  with Customers and Subagents. The Marketing Arm
      shall maintain complete and accurate records of the location, quantities,
      catalog number, place of sale in the Territory and lot numbers of all
      shipments as part of its in-house tracking program for a period not less
      than the longer of: (i) three (3) years after the last Product was
      dispatched by Elgressy to the Marketing Arm, and (ii) the period required
      under any applicable law or
regulation.

            


    

     

     

    
      	
              3.9.2  

            	
              In
      addition, the Marketing Arm shall provide Elgressy with: (i) a report once
      every calendar quarter specifying the Revenues actually received during
      the previous calendar quarter for which payments are due to Elgressy,
      signed by the Marketing Arm's Chief Financial Officer or Chief Executive
      Officer, and (ii) not later than twenty one (21) days following the
      publication of the Marketing Arm's annual a copy of financial statements
      as published subject to the Marketing Arm being a corporation whose stock
      is publicly traded.

            


    

     

     

    It is
hereby clarified, that for the purpose of this Agreement the term "Revenues"
shall mean any and all payments actually received by the Marketing Arm from
Customers and Subagents (with regard to Products).

     

     

    
      	
              3.10  

            	
              Lease Agreements. The Marketing Arm
      undertakes that all Lease Agreements shall be consistent with this
      Agreement and shall include the following provisions: (i) all Customers
      shall be connected to Elgressy’s control center, if available, and (ii) in
      the event that the Marketing Arm shall breach the Elgressy SLA which
      breach shall not be cured within thirty (30) days from the receipt of
      written notice from Elgressy to this effect, the Lease Agreement
      (including all rights and obligations thereof) will be assigned by the
      Marketing Arm to Elgressy or its designee, upon Elgressy’s written request
      to such assignment. The Marketing Arm shall provide Elgressy with an
      electronic copy of all signed Lease Agreements. The aforementioned
      provisions shall apply mutatis mutandis to any
      Sales Agreement.  It is hereby agreed that the Marketing Arm
      shall make its best efforts that a Lease Agreement shall not include any
      provision with respect to penalty in case of delay in delivery; however,
      in the event that a Customer insists on such a provision in its Lease
      Agreement or Sale Agreement, such provision in the Lease Agreement or Sale
      Agreement will be subject to Elgressy's prior written consent and approval
      ("Special
      Provision"), in order for Elgressy to be deemed liable for payment
      thereof.

            


    

     

     

    
      	
              3.11  

            	
              Permits and Approvals.
      If any Installation (as defined below) requires any permits and
      approvals under the jurisdiction of the Territory and/or the Field, as
      applicable, the Marketing Arm shall obtain such permits and approvals at
      its sole expense - all, subject to Section 6
  below.

            


    

     

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    
      	
              3.12  

            	
              Additional
      Installations. With respect to
      any Installation following the first two Installations ("Additional
      Installations") in each of Germany, each Field and the States
      (together) the Marketing Arm, by itself or through suitable contractors
      located by the Marketing Arm ("Contractors"), shall execute the
      Installation, as well as provide technical support to the Customers for
      the entire Lease Agreement period, subject to the terms and conditions of
      such Lease Agreement and this Agreement.  All  the
      costs and expenses relating to these Additional Installations will be
      borne by the Marketing Arm.  It is clarified that the first two
      Installations in each of Germany, each Field and the States (together) (8
      Installations in total) (the "Initial Installations")
      shall be carried out according to Section 4.8
  hereto.

            


    

     

     

    
      	
              3.13  

            	
              Subagents/Contractors.
      Any agreement with a Subagent and/or Contactor shall include a
      provision according to which any such agreement, including all rights and
      obligations thereof, may be assigned by the Marketing Arm to Elgressy or
      its designee, subject to Elgressy's prior written
  consent.

            


    

     

     

    
      	
              3.14  

            	
              Service Warranty. Upon Customer's
      request only, the Marketing Arm shall provide each Customer with a service
      warranty consistent with the MA
SLA.

            


    

     

     

    
      	
              3.15  

            	
              Title to Modifications..
      The Marketing Arm agrees that Elgressy shall have any and all right, title
      and interest in and to any modifications, design changes or improvements
      arising directly out of or in direct connection to the Products'
      technology suggested by the Marketing Arm, its employees, Subagents,
      Customers, or other persons, without the payment of any additional
      consideration therefor either to any of such persons, except to the
      extent, and then only to the extent, required by applicable law otherwise.
      The Marketing Arm will execute (and/or cause the execution) of all
      reasonable documents and take (and/or cause to be taken) all other
      reasonable action necessary to vest all such right, title and interest in
      such modifications, design changes or improvements in Elgressy; provided
      however that any costs and expenses incurred by the Marketing Arm and/or
      its Contactor or Subagents with respect to this Section shall be borne
      and/or reimbursed by Elgressy, subject to its prior written consent. For
      removal of doubt the Marketing Arm and/or its Contractor and/or Subagents'
      undertakings under this Section shall be subject to such reimbursement by
      Elgressy, and the reasonable availability of the Marketing Arm and/or is
      Contractor and/or Subagent's.

            


    

     

     

    
      	
              4.  

            	
              ADDITIONAL
      OBLIGATIONS OF ELGRESSY

            


    

     

     

    
      	
              4.1  

            	
              Sales Support. Elgressy
      shall provide the Marketing Arm with any and all sales and marketing
      information available with regard to the Products and shall furnish,
      without charge, such promotional literature, and other materials
      pertaining to products as are available from time to time. Elgressy hereby
      authorizes the Marketing Arm and any of its employees and Subagents to use
      such material and information in connection with the Products as well as
      with any other material and information available on the Elgressy website
      as may be updated from time to
time.

            


    

     

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    
      	
              4.2  

            	
              Control Center. Subject
      to the terms of this Agreement, the Lease Agreements and the Sale
      Agreement, Elgressy hereby undertakes to (i) enable the connection of each
      and every Customer's Product to its control center within thirty (30) days
      following such request from the Marketing Arm and through provision of the
      Products with the relevant functionality to allow such connection; (ii) to
      provide control, malfunction assessments and diagnosis in real time
      pursuant to the Elgressy SLA for a period equal to the term of each Lease
      Agreement.

            


    

     

     

    
      	
              4.3  

            	
              Warranty
      and Process Guarantee.

            


    

     

     

    
      	
              4.3.1  

            	
              THE
      WARRANTIES SET FORTH IN THIS SECTION 4.3 ARE IN LIEU OF ALL OTHER
      WARRANTIES, EXPRESS OR IMPLIED, ALL OF WHICH ARE HEREBY EXPRESSLY
      DISCLAIMED AND EXCLUDED BY ELGRESSY, INCLUDING, WITHOUT LIMITATION, ANY
      WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR
      USE.

            


    

     

     

    
      	
              4.3.2  

            	
              The
      warranties and performance guarantee in this Section 4.3 do not extend to
      any Product that is modified or altered, is not maintained according to
      Elgressy’s maintenance recommendations attached hereto as Schedule 4.3.2
      (the "Maintenance
      Recommendations"), is operated, handled or stored in a manner other
      than that specified in the Maintenance Recommendations (as such
      recommendations are reasonably amended by Elgressy from time to time with
      respect to its customers generally), has its serial number removed or
      altered or is treated with abuse, negligence or other improper treatment.
      .

            


    

     

     

    
      	
              4.3.3  

            	
              Product
      Warranty. Elgressy warrants and represents, for a period of 18
      (eighteen) months commencing upon installation of a Product at the
      Customer's premises (the "Warranty Period") that
      the Products (including any spare parts) shall be free from defects in
      material and workmanship and shall comply with the specifications. The
      Marketing Arm will provide a back-to-back warranty to the Customer in the
      States and the Fields. In Germany, the Marketing Arm shall provide the
      Customers with an Elgressy product warranty unless otherwise demanded by
      Customer, and Elgressy undertakes to provide such Product warranty.

            


    

     

     

    
      	
              4.3.4  

            	
              Warranty for
      Repairs. Without derogating from the warranty provided in the
      preceding clause, Elgressy warrants and represents that any repair of a
      Product shall be free from material defects in material and workmanship,
      and shall comply with the applicable specifications, for a period of
      eighteen (18) months from the date of repair of such
    Product.

            


    

     

     

    
      	
              4.3.5  

            	
              Performance
      Guarantee. Elgressy shall provide the Marketing Arm with a
      performance guarantee for the Warranty Period, with respect to the
      Product, as may be adjusted on a project-by-project basis, upon receiving
      the Customer's specifications, whereby Elgressy shall guarantee the due
      performance of the Product pursuant to the specifications and Customer's
      requirement, as set forth in the request for quotation, as may be
      thereafter amended by the consent of the parties. The Marketing Arm will
      provide a back-to-back performance guarantee to the Customer in the States
      and the Fields. In Germany, the Marketing Arm shall provide the Customers
      with an Elgressy performance guarantee, and the latter undertakes to
      supply such performance guarantee

            


    

     

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    
      	
              4.3.6  

            	
              Remedies.
      Should there be any defect covered by the warranties and guarantees set
      forth in Sections 4.3.3 to 4.3.5 above, Elgressy shall, at its own
      expense, repair or replace the non-conforming Product pursuant to and
      within the time frame set forth in the Elgressy SLA. It is understood by
      the Parties that neither the Marketing Arm nor any of its Subagents shall
      be entitled to any other remedy from Elgressy under such warranties and
      guarantees unless otherwise expressly stated herein). Notwithstanding the
      aforesaid, it is hereby clarified, that in the event of a malfunction or
      breakdown of a Product within 30 days of Installation, in a way that
      Elgressy is not able to repair or replace such Product, Elgressy shall (i)
      remove the Product from the Customer’s premises, at its own expense, and
      (ii) will return to the Marketing Arm the consideration paid for such
      Product and this shall be the sole and exclusive liability of
      Elgressy.

            


    

     

     

    
      	
              4.4  

            	
              SLA. All of Elgressy's
      obligations hereunder shall be performed at the times and under the terms
      prescribed in the Elgressy SLA.

            


    

     

     

    
      	
              4.5  

            	
              Products Supply. Elgressy
      undertakes to supply, during the term of this Agreement the Products to
      the Marketing Arm, for the consideration set out in Section 5. In
      addition, Elgressy shall supply to the Marketing Arm, upon the latter’s
      request and free of any consideration, two (2) pilots of the Product
      (“Pilot
      Products”), provided that (i) the cost of each of these Pilot
      Products based on the price set forth in the Price List (as defined below)
      (in this Section only, the "Cost") shall not
      exceeed* and (ii) Installation  of the Pilot Products shall be
      as provided for Initial Installations or Additional Installations, as
      applicable, and any, additional expenses such as shipment shall not be
      borne by Elgressy and (iii) the Lease/ Sale Agreement with such Customer
      shall include a provision according to which the Customer undertakes to
      lease/purchase the Product within thirty (30) days of Installation, if,
      the Pilot Products fulfils the performance criteria set out in such Lease
      Agreement or Sale Agreement. It is hereby clarified, that (a) in the event
      that  the Marketing Arm requires Pilot Products with a Cost
      greater than * Elgressy shall be entitled to receive payment of the
      difference between the Cost of the Pilot Products required and * (b) upon
      the reimbursement of Elgressy for a Pilot Product, the Marketing Arm shall
      be entitled to  a replacement Pilot Product such that at all
      times the Marketing Arm shall have at its disposal two (2) Pilot Product
      installations.

            


    

     

     

    
      	
              4.6  

            	
              Technical Support.
      Elgressy (directly or through its designees) undertakes to provide the
      Marketing Arm and the Customers, as may be required by the Marketing Arm
      and/or by the Customers, with technical support by e-mail or telephone, in
      accordance with the Elgressy SLA. In the event of a malfunction or
      breakdown of a Product during the Warranty Period and subject to the above
      Warranty, Elgressy undertakes that it will, at its expense, solve any
      problems that the Marketing Arm's technical support or the Subagents and
      Contractors are (i) unable to resolve despite the reasonable efforts by
      duly trained personnel, or (ii) unauthorized to resolve pursuant to this
      Agreement, or (iii) if resolved by them would void the warranty granted by
      Elgressy to the Product, and in such cases, to repair or replace such
      Product (or its spare parts), at its own expense upon receipt of a written
      notice of such malfunction or breakdown.  The repaired or
      replaced the Product (or its spare parts) shall be returned to the
      Customer via a commercially acceptable carrier, freight prepaid within
      seven (7) days from the date of the aforementioned notice for parts which
      are considered critical (as defined as in the Elgressy SLA) or within
      thirty (30) days in other cases.

            


    

     

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    
      	
              4.7  

            	
              Customer Information.
      Elgressy undertakes to provide the Marketing Arm with contact information
      of any potential clients that approach it with regard to the Products in
      the Territory and/or in the Fields. Elgressy shall not be entitled to sell
      and/or lease Products and/or provide services with respect to the Products
      in the Territory and/or in the Fields as long as the Marketing Arm is
      entitled to do the same, exclusively, pursuant to this
      Agreement.

            


    

     

     

    
      	
              4.8  

            	
              Initial Installations.
      Elgressy undertakes that it will ensure that Elgressy's
      professional and suitably trained technical personnel are available to
      execute the Initial Installations. It is agreed that the Parties shall
      take all reasonable efforts to coordinate the Initial Installations in
      order to minimize travel to the States and Germany. Elgressy shall not be
      entitled to any consideration with respect to the above-mentioned Initial
      Installations. The Marketing Arm shall bear costs and expenses incurred by
      Elgressy personnel with respect to such Initial Installations (e.g. flight
      tickets, hotels, etc.). It is clarified that the costs and expenses
      relating to all the personnel of the Marketing Arm and the Customers
      and/or the infrastructure costs relating to these Initial Installations
      will not be borne by Elgressy. Elgressy agrees that the Subagents and/or
      Contractors appointed by the Marketing Arm for the purpose of Additional
      Installations, after sale support and maintenance of the Product at the
      Customer site, will be trained by Elgressy on site and will be permitted
      to observe and participate in all the aforementioned Initial Installations
      in order to acquire the skills which will enable them to undertake
      subsequent Additional Installations to Elgressy’s satisfaction and to
      provide continuous support to Customers, in accordance with
      the  MA SLA provided that
      all expenses thereto will be borne by the Marketing Arm or the Subagent or
      a Contractor  It is hereby
      clarified, that the Marketing Arm shall be responsible for the Additional
      Installations and providing support, in accordance with the MA SLA, and
      Elgressy shall only be obliged, without derogating from any of its
      warranties and guarantees set forth above, to provide for no additional
      consideration, the technical support set forth in Section 4.6 above and in
      accordance with the Elgressy SLA. 

            


    

     

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    
      	
              4.9  

            	
              Notification of Changes.
      Elgressy reserves the right to change a Product or its
      specifications or to discontinue the manufacture of one or more of the
      Products, without payment of any compensation to the Marketing Arm,
      subject to Elgressy providing the Marketing Arm with: (i) one hundred
      twenty (120) days advance notice of any material changes or
      discontinuations of Products; and (ii) one hundred twenty (120) days
      advance notice of any changes in Products that are expected to result in a
      change in the catalog number or model number of a Product. Elgressy shall
      notify the Marketing Arm promptly of any material changes in the Products
      or affecting prices, new products, supplementary products, new versions
      and/or generations of the Products, terms, and conditions of sale, sales
      policies, projected delivery dates, schedule changes, and other matters
      that may affect the processing and completion of orders solicited by the
      Marketing Arm. The provisions of this Section 4.9 shall not be applicable
      to Products with respect to which a quotation has been provided by
      Elgressy, but only to Products with respect to which Elgressy has not yet
      provided a quotation.

            


    

     

     

    
      	
              4.10  

            	
              In
      any event of a material change to product and/or material modification of
      its specifications or the replacement of a product by another product all
      in a way that results in material change of the Product functioning or its
      Installation, Elgressy shall train anew the Marketing Arm, its Contractors
      and its Subagents at their premises and/or on site for the first two (2)
      Installations in a Territory or a Field, in accordance with the mechanism
      set out in Section 4.8 above, and maintenance of the modified products or
      new products, in order to enable them to install such products in a
      professional manner and to provide services pursuant to Elgressy's
      SLA.

            


    

     

     

    
      	
              4.11  

            	
              Elgressy
      hereby grants the Marketing Arm an irrevocable license with a right to
      sublicense, to use the Production Data Package and the Manufacturing
      Technology to manufacture, market and sell, within the Territory and the
      Fields in the event that Elgressy, by itself or through third parties,
      discontinues its engagement in the business (including in case of
      liquidation whether voluntary or otherwise) of selling products for water
      treatment or alternatively if Elgressy discontinues the manufacture of the
      Products or any "product that is competitive with the Products" (as such
      phrase is defined in Section 3.3 above) by itself or through third parties
      (including in case of sale of the business or assets of Elgressy in the
      framework which the purchaser reserves the rights of the Marketing Arm
      pursuant to this Agreement); provided,
      however,
      that Elgressy shall be entitled to a royalty payment equal * of any and
      all of the consideration, excluding VAT, sales tax or any similar tax,
      actually paid by the end-user Customer  to either the Marketing
      Arm or any of its subsidiaries or affiliate or sub-licensees with respect
      to any use, sale, license, distribution or any other manner, of such
      Production Data Package and the Manufacturing Technology or products
      relating thereto, as long as the Marketing Arm uses such license or any of
      the rights connected to or arising thereof out of, the Production Data
      Package and the Manufacturing Technology. It is hereby clarified that the
      Marketing Arm shall be entitled to withhold taxes from the amounts due to
      Elgressy to the extent required by any applicable law, unless Elgressy has
      provided the Marketing Arm with the required document which under the
      applicable law, removes the Marketing Arm's legal requirement to withhold
      taxes. The Marketing Arm shall provide Elgressy with documentary evidence
      of any such payments.

            


    

     

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

     

    
      	
               
      

            	
              For
      the purposes of the license granted to the Marketing Arm under this
      Section,  within ninety (90) days of signing the first Lease
      Agreement, Elgressy will deposit the Production Data Package and the
      Manufacturing Technology of all Products and any other relevant
      information required for the manufacture of the Product with Escrow Europe
      in Israel, who will act as a trustee for the parties hereto and shall be
      required to release such material to the Marketing Arm
    only:

            


    

     

     

    
      	
              (a)  

            	
               If
      Elgressy, by itself or thorough third parties, discontinues its engagement
      in the business of selling products for water treatment (including in case
      of liquidation whether voluntary or otherwise);
  or

            


    

     

     

    
      	
              (b)  

            	
              If
      Elgressy, by itself or through third parties, for a period of 6 (six)
      months, is unable to provide
  a  Product;

            


    

     

     

    
      	
               
      

            	
              The
      Marketing Arm shall bear all costs with respect to the
      trustee.

            


    

     

     

    
      	
              4.12  

            	
              Spare Parts. Elgressy
      undertakes to supply to the Marketing Arm, such amount of inventory in
      order to meet all undertakings set forth in the Lease Agreements,
      including without limitation to provide spare parts for any Products sold
      by the Marketing Arm in accordance with the Lease Agreements. The
      Marketing Arm will pay for these spare parts according to the Price List.
      Elgressy undertakes to hold, during the term of this Agreement and with
      respect to each Product installed at a Customer's site for a period equal
      to the lease period, as may be extended or renewed from time to time, a
      minimum level of inventory in order to meet all undertakings set forth in
      this Agreement and in the Lease Agreements. Such inventory will be kept at
      all time in good order and in marketable
  conditions.

            


    

     

     

    
      	
              4.13  

            	
              Capacity. Without
      derogating from the generality of the foregoing in Section 5, Elgressy
      warrants that given a two (2) month lead-time it is able to manufacture
      and dispatch such number of Products equal to the quantity forecast by the
      Marketing Arm for any given three (3) month period pursuant to Section 5
      below above. In addition, Elgressy warrants that it is able to manufacture
      and supply Products pursuant to the Short Marketing Plan and the Five Year
      Marketing Plan as to enable the Marketing Arm to meet the sales targets
      set forth therein, and further, that such capacity shall be maintained,
      and if necessary increased, throughout this Agreement. Elgressy agrees to
      supply to the Marketing Arm, subject to reasonable allocations among all
      of Elgressy’s distributors based on relative sales and gross margins
      resulting from these sales, in their respective territories, sufficient
      quantities of any discontinued Products to cover reasonable Customer
      orders or tenders applied for by the Marketing Arm prior to a notice of
      discontinuance of a Product.

            


    

     

     

    
      	
              4.14  

            	
              Meetings. Upon the
      Marketing Arm's request that a representative of Elgressy attends a
      meeting with a potential customer, Elgressy undertakes, at its expense, to
      ensure that a competent Elgressy representative shall be available in
      person to attend such meeting, provided, however that Elgressy will not be
      required to participate in meetings in the United States and Germany more
      than twice a year each. Elgressy may attend additional meetings upon the
      Marketing Arm’s requests and at the Marketing Arm’s expense, subject to
      Elgressy’s sole discretion.

            


    

     

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

     

    
      	
              4.15  

            	
              Elgressy IP Rights.
      Elgressy hereby represents and warrants to the Marketing Arm that: (i) to
      the best of Elgressy's knowledge, none of the Intellectual Property
      related to the Products, the Manufacturing Technology and the Production
      Data Package infringes any rights of any third party and there are no
      notices and/or claims pending against Elgressy alleging that the
      production process and/or the use of the Products infringes the rights of
      any third party; (ii) any and all transfers of Intellectual Property
      rights by Elgressy shall be carried out subject to and without derogating
      from the rights of the Marketing Arm pursuant to this Agreement (iii) to
      the best of Elgressy's knowledge, Elgressy owns all Intellectual Property
      Rights necessary for the operation of the business of the Elgressy as
      presently conducted and as  proposed to be conducted under this
      Agreement, except for future developments or adjustments to the Products
      that may be required.

            


    

     

     

    
      	
              4.16  

            	
              Performance Standard.
      Elgressy represents and warrants that the performance table
      attached hereto as Schedule 4.16
      accurately represents the range of savings of water and chemicals which
      occur directly as a result of the use of the Products under reasonable
      conditions.

            


    

     

     

    
      	
              5.  

            	
              METHOD
      OF ORDERING AND ACCEPTANCE OF
ORDERS

            


    

     

     

    
      	
              5.1  

            	
              Forecast. The Marketing
      Arm undertakes to provide Elgressy, within ten (10) days before the end of
      every calendar quarter, with a sales forecast for the following three (3)
      months. Elgressy undertakes to supply the forecasted sales within 2 months
      from the relevant order date. It is hereby agreed and clarified that the
      forecast provided by the Marketing Arm is for administrative purposes only
      and shall not be deemed an obligation of the Marketing Arm to purchase
      Products pursuant to the forecast, in any way
  whatsoever.

            


    

     

     

    
      	
              5.2  

            	
              Quotations. Within
      seventy two (72) hours after receiving a request for a quotation
      (submitted in accordance with the form set out in Schedule 5.2
      attached hereto) from the Marketing Arm, Elgressy shall submit a
      quotation, valid for three (3) months, whereby Elgressy will be committed
      to supply the Product with respect to which the quotation is given
      pursuant to the terms and conditions of this Agreement including without
      limitation pursuant to the Price List, as defined
  below.

            


    

     

     

    
      	
              5.3  

            	
              Purchase Order.
      Following the receipt of a quotation from Elgressy as set forth above, the
      Marketing Arm shall be entitled to provide Elgressy during the three (3)
      month term, with a binding Purchase Order (as defined below), with respect
      to Products covered by the quotation. Such purchase order shall reference
      the quotation, and shall specify: (i) the Products covered by the purchase
      order; (ii) requested delivery date; (the "Purchase Order").
      Elgressy will confirm receipt of a Purchase Order within two (2) business
      days in Israel from its receipt. Elgressy undertakes to meet the delivery
      dates set forth in each Purchase Order, only to the extent consistent with
      the terms of this Agreement, including payment terms, unless otherwise
      agreed by the Parties. A Product shall not be deemed to have been ordered
      by the Marketing Arm unless and until Elgressy receives a signed Purchase
      Order which has been confirmed pursuant to this Agreement by Elgressy,
      which confirmation shall not be withheld if such Purchase Order complies
      with the terms set forth in this
Agreement.

            


    

     

     

    
      
         

      

      
        15

        
          

        

      

      
         

      

    

     

    
      	
              5.4  

            	
              Elgressy
      may decline to provide a quotation
only:

            


    

     

     

    
      	
              5.4.1  

            	
              in
      the event that for the compliance with a Regulatory Requirement within the
      Territory and/or the Fields or a Customer’s requirement, material
      technological adjustments/modifications of Products and/or any
      technological development work are required;
or

            


    

     

     

    
      	
              5.4.2  

            	
               LSI at in-let
      water > 1 and pH >8

            


    

     

     

    
      	
              6.  

            	
              REGULATORY
      REQUIREMENTS

            


    

     

     

    Elgressy
manufactures and will manufacture the Products at all times in compliance with
the CE standard applicable to Europe and the UL standard applicable to United
States. Elgressy further undertakes to comply in material respects with the
applicable Regulatory Requirements in Israel including without limitation: (i)
to possess a valid business license and any other permits and licenses to enable
it to perform its obligations hereunder; and (ii) to comply with applicable
environmental laws in all material respect; and (iii) to comply with
occupational health and safety standards and regulations, in each case expect
where such failure would not materially adversely affect its performance
pursuant to this Agreement. Elgressy further undertakes to comply in material
respects with the applicable Regulatory Requirements in other regions in which
it has activity, to the extent required to fully comply with its obligations
pursuant this Agreement.

     

     

    The
Marketing Arm undertakes to comply in material respects with all applicable
Regulatory Requirements required for its activities under this Agreement
including without limitation: (i) to possess a valid business license and any
other permits and licenses to enable it to perform its obligations hereunder;
and (ii) to comply with occupational health and safety standards and
regulations, in each case expect where such failure would not materially
adversely affect its performance pursuant to this Agreement.

     

     

    The
Marketing Arm shall inform Elgressy of any applicable specific regulatory
requirements in each of the Fields or States to the extent that it is aware of
any. Elgressy shall make commercially reasonable efforts to comply with such
regulations, subject to Section 5.4 above, to the extent applicable to its
obligations under this Agreement, if these changes affect the cost of the
Product, the price of the Product will be updated accordingly.

     

     

    
      	
              7.  

            	
              INDEMNIFICATION

            


    

     

     

    
      	
              7.1  

            	
              Indemnification by Elgressy.
      Elgressy shall indemnify, defend and hold the Marketing Arm and its
      affiliates, and its and their respective officers, directors, employees,
      agents and shareholders, and its and their respective assigns, heirs,
      successors and legal representatives harmless from and against, any and
      all Claims, that arise out of any claim of a third party asserted against
      the Marketing Arm arising as a result of : (a) any Elgressy Liability (as
      defined below) including without limitation in connection with any defect
      in the design, built, manufacture and the performance of the Product; (b)
      any infringement or
      misappropriation of any patent or intellectual property rights of such
      third party relating to a Product(s) including without limitations in
      connection with the Trademarks, as defined below; (c) any claim covered by
      the warranties and guarantees provided by Elgressy under this Agreement;
      or (d) any other negligent or intentional act or omission of Elgressy, its
      employees or representatives.

            


    

     

     

    
      
         

      

      
        16

        
          

        

      

      
         

      

    

     

    
      	
              7.2  

            	
              Indemnification by the
      Marketing Arm. The Marketing Arm shall indemnify, defend and hold
      Elgressy and its Affiliates, and its and their respective officers,
      directors, employees, agents and shareholders, and its and their
      respective assigns, heirs, successors and legal representatives harmless
      from and against, any and all Claims, that arise  out of any
      claim of a third party asserted against the Elgressy arising as a result
      of (a) any Marketing Arm Liability (as defined below); or (b) any other
      negligent or intentional act or omission of the Marketing Arm, its
      employees or representatives, Contractors and Subagents; or (c) any
      Special  Provision to which Elgressy did not agree in advance as
      set forth in Section 3.10 above.

            


    

     

     

    
      	
              7.3  

            	
              It
      is further agreed that the indemnification obligations of the Parties
      hereto as set forth in Section 7.1 and 7.2 above shall be limited to the
      amount actually received by the indemnifying party under its insurance
      policy purchased pursuant to Section 7.6 (Insurance) below, if and to the
      extent that such insurance policy covers such liability and such amount
      are actually received from the insurance company and if such liability is
      not covered by insurance and/or no amounts are actually received from the
      insurance company, the liability will be as otherwise provided in this
      Agreement. Notwithstanding the foregoing with regard to IP Infringement
      Awards (defined in Section 8.1) Elgressy’s liability shall be
      unlimited.

            


    

     

     

    
      	
              7.4  

            	
              Without
      derogating from Marketing Arm's rights to be indemnified pursuant to this
      Agreement, if a Claim is to be made by a third party with regard to
      intellectual property infringement relating to any or all Products, the
      Party that received the Claim shall immediately notify the other Party.
      After such notice, Elgressy shall advise the Marketing Arm within the time
      specified in such Claim,  if it elects at its own cost, risk and
      expense, to assume the defense and investigation of such lawsuit or action
      and/or, to compromise or settle such claim. It is hereby agreed that the
      aforementioned defense, investigation and/or compromise shall not derogate
      in any way whatsoever from the Marketing's Arm's rights pursuant to this
      Agreement. In the event Elgressy decides not to pursue the defense and/or
      compromise and/or settle such claim, it shall promptly notify the
      Marketing Arm of its decision which shall constitute an irrevocable
      authorization for the Marketing Arm to assume the defense at its own risk
      and expense, and in such case (A) if a judgment is given against the
      Marketing Arm or Elgressy with regard to such Claim, the provisions of
      this Agreement shall continue to be in effect to the extent practical, or
      (B) if the Marketing Arm wins such a Claim, then: (i) Elgressy shall grant
      the Marketing Arm exclusivity with respect to the Territories and/or
      Fields to which such Claim relates, without the Marketing Arm's need to
      fulfill the targets relating to such Territories and/or Fields, and (ii)
      until the Marketing Arm has recouped from sales of the Products an amount
      equal to the actual out of pocket costs and expenses incurred by the
      Marketing Arm with respect to defending such Claim, the Marketing Arm
      shall not be required to pay Elgressy the Additional Payment (as defined
      in Section 9.1.2 below)  for the Products relating to such Claim
      with respect to the specific Territory, State or Field to which the Claim
      relates, however, once the Marketing Arm recoups from sales or leases of
      the Products the amount equal to the actual out of pocket costs and
      expenses incurred by it with respect to defending such Claim, it shall
      again begin paying Elgressy the Additional Payments in accordance with
      Section 9.   However,  in the event that other
      distributors of the Products also wish to assume the defense – the costs
      and expenses shall be allocated pro-rata between
  them.

            


    

     

     

    
      
         

      

      
        17

        
          

        

      

      
         

      

    

    In the
event that the Marketing Arm assumes the defense of the Claim, Elgressy will
provide all documents and information reasonably required for such defense
and  the Marketing Arm shall not compromise the Claim if such
compromise contains any admission of liability by Elgressy or an undertaking of
payment by Elgressy, without Elgressy’s prior written consent.

     

     

    It is
hereby clarified, that in case of a Federal claim, the mechanism stated in this
Section 7.4 shall not apply, and the Parties shall decide on a case to case
basis how to handle such Claim.

     

     

    
      	
              7.5  

            	
              Indemnification
      Procedure. The indemnification obligations herein shall be subject
      to the following conditions and limitations: (i) any of the parties
      entitled to be indemnified pursuant to the above (the "Indemnified Party")
      shall notify the other party (the “Indemnifying Party”)
      promptly after the assertion of any claim, demand, complaint, other action
      by a third party or occurrence of any event which may give rise to
      indemnification hereunder; (ii) the Indemnifying Party shall be entitled
      to assume the defense against such claim, demand, complaint or other
      action, in which case the Indemnified Party shall provide the Indemnifying
      Party with reasonable access to its records and personnel relating thereto
      during normal business hours, and shall otherwise cooperate with the
      Indemnifying Party in the defense or settlement thereof; and (iii) whether
      or not the Indemnifying Party has assumed the defense as aforesaid, none
      of the Indemnified Party or the Indemnifying Party shall settle or
      compromise any such action or claim, without the prior written consent of
      the other party, which shall not be unreasonably
  withheld.

            


    

     

     

    
      	
              7.6  

            	
              Insurance. Each Party
      undertakes that at all times throughout the term of this Agreement it
      shall maintain in effect, on its own account, with respect to the Products
      and its obligations under this Agreement, product liability insurance,
      third party liability insurance, employer's liability insurance and
      property insurance policies. The insurance policies will be issued by a
      reputable insurer and will each have a limit of liability per occurrence
      and in the yearly aggregate as shall be agreed by the parties in writing
      within forty five (45) days following the signing of this Agreement and
      following the receipt of an insurance expert's advice. Such policies shall
      name the other Party as an additional insured or loss payee and shall be
      cancelable only after sixty (60) days advance written notice to the other
      Party. The above policies shall, to the extent insurable, also cover
      contractual liability and shall provide for the protection of a waiver of
      subrogation by all insurance carriers in favor of the other party. Without
      derogating from the obligation to produce insurance policies as set forth
      above, each Party shall from time to time furnish to the other party
      certificates of insurance evidencing such insurance policies, at the
      Marketing Arm's request. In the event that the Parties hereto will be
      advised to purchase a single insurance policy (regarding third party
      claims and product liability) for both Parties, subject to the consent of
      all Parties to do so, the provisions of this Section 7.6 shall apply to
      such insurance policy, mutatis mutandis.

            


    

     

     

    
      
         

      

      
        18

        
          

        

      

      
         

      

    

     

    
      	
              7.7  

            	
              The
      Parties hereto hereby agreed that the costs of the product liability
      insurance policy with respect to the Products purchased by the Marketing
      Arm shall be borne by the parties hereto in equal parts. However,
      Elgressy's share of the said costs shall be deducted each year from the
      Additional Payments due to Elgressy in the first four transactions under
      this Agreement (hereinafter "Elgressy Insurance
      Participation
Costs").  

            


    

     

     

    
      	
              8.  

            	
              LIABILITIES

            


    

     

     

    
      	
              8.1  

            	
              Subject
      to the terms and conditions of this Agreement, including the Elgressy
      limited warranty according to Section 4.3 above, Elgressy shall be liable
      for all debts, liabilities and obligations of any kind, including without
      limitation under applicable Regulatory Requirements or to any third party,
      incurred in direct or indirect connection with the manufacture of the
      Products and the performance of its obligations under this Agreement
      during the term of this Agreement commencing after its signing by both
      parties hereto and/or resulting from any product liability or intellectual
      property infringement, environmental law or similar claim filed against
      the Marketing Arm by Elgressy or any third party with respect to any
      Products manufactured by Elgressy (the "Elgressy Liability").
      Notwithstanding the foregoing, with regard to third party claims with
      regard to intellectual property infringement by
      Elgressy,  Elgressy’s liability to indemnify the Marketing Arm
      for all amounts awarded in favor of such third party by a final judgment
      of a competent court against the Marketing Arm with respect
      to  breach by Elgressy of such third party’s intellectual
      property rights (“IP
      Infringement Awards”), shall be
  unlimited.

            


    

     

     

    
      	
              8.2  

            	
              Subject
      to the terms and conditions of this Agreement, the Marketing Arm shall be
      liable for all debts, liabilities and obligations of any kind, including
      without limitations under applicable Regulatory Requirements or to any
      third party, incurred in direct or indirect connection with the marketing,
      sale installation, support and service of the Products pursuant to this
      Agreement, during the term of this Agreement commencing after its signing
      by both parties hereto (the "Marketing Arm
      Liability").

            


    

     

     

    
      
         

      

      
        19

        
          

        

      

      
         

      

    

     

    
      	
              8.3  

            	
              It
      is hereby agreed and clarified that in no event whatsoever, shall the
      liability of either Party except with respect to Elgressy unlimited
      liability with regard to IP Infringement Awards, under this Agreement
      exceed the amount actually received by such Party in consideration during
      three years (as from Installation), for the specific project in connection
      with which the liability will arise. For the purposes of this Section the
      amount actually received by the Marketing Arm shall be deemed to be the
      amount received by the Marketing Arm after deduction of any amount paid to
      Elgressy under this Agreement with respect to the relevant Product.
      Furthermore, the indemnification obligations of either Party shall not be
      enforceable in the event of intentional acts and/or omissions and/or gross
      negligence on the part of the Party claiming for
      indemnification.

            


    

     

     

    
      	
              8.4  

            	
              IN
      NO EVENT WILL ANY PARTY HERETO, OR ITS RESPECTIVE SUBSIDIARIES,
      AFFILIATES, EMPLOYEES, OFFICERS, AND DIRECTORS, HAVE ANY LIABILITY UNDER
      THIS AGREEMENT, REGARDLESS OF THE BASIS ON WHICH THE OTHER PARTY IS
      ENTITLED TO CLAIM DAMAGES (INCLUDING BREACH, NEGLIGENCE,
      MISREPRESENTATION, OR OTHER CONTACT OR TORT CLAIM) FOR ANY SPECIAL,
      INCIDENTAL, PUNITIVE OR INDIRECT DAMAGES, OR FOR ANY ECONOMIC
      CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR SAVINGS), EVEN IF
      FORESEEABLE OR EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
      SUCH DAMAGES. FOR THE REMOVAL OF DOUBT, THE FOREGOING LIMTATION SHALL NOT
      APPLY TO LEGAL FEES INCURRED BY ANY PARTY
  HERETO.

            


    

     

     

    
      	
              9.  

            	
              REVENUE
      BASED MODEL

            


    

     

     

    
      	
              9.1  

            	
              Elgressy
      shall be entitled to the following consideration for all Products
      leased/sold to Customers (the "Revenue Based Model")
      under a Lease/Sale Agreement:

            


    

     

     

    
      	
              9.1.1  

            	
              *

            


    

     

     

    
      	
              10.  

            	
              INTELLECTUAL
      PROPERTY

            


    

     

     

    
      	
              10.1  

            	
              Elgressy
      owns and shall retain all rights, title and interest in the intellectual
      property associated with the Products (except for off the shelf components
      purchased from third parties) and in the Elgressy Trademarks (as defined
      below), including intellectual property rights  and any
      derivatives thereof, updates, enhancements, modifications or improvements
      made thereto.

            


    

     

     

    
      	
              10.2  

            	
              The
      Marketing Arm acknowledges and agrees that Elgressy is the sole owner of
      all rights, title and interest in the Products and the Elgressy
      Trademarks, copyrights, know-how, trade secrets, patents and other
      proprietary rights, and all proprietary, trademark or copyright markings
      thereon throughout the world. Without limiting the above, all use by the
      Marketing Arm of Elgressy Trademarks shall inure to the benefit of
      Elgressy and the Marketing Arm shall not obtain any rights
      thereto.

            


    

     

     

    
      
         

      

      
        20

        
          

        

      

      
         

      

    

     

    
      	
              10.3  

            	
              The
      Marketing Arm shall cooperate to a reasonable extent with Elgressy, in
      protecting Elgressy’s proprietary rights, including intellectual property
      rights in the Products within the jurisdictions that the Marketing Arm is
      entitled to sell the Products pursuant to this Agreement without the need
      for prior consent of Elgressy, and in those jurisdictions where the
      Marketing Arm has actually leased or sold Products, subject however to
      reasonable availability of the Marketing Arm and its personnel and further
      provided that all out of pocket expenses incurred by the Marketing Arm
      and/or its personnel shall be borne by Elgressy, as shall be agreed upon
      in advance. Additionally, without derogating from any other obligations
      hereunder, the Marketing Arm shall ensure that any potential clients
      and/or Customers  are aware of all of the Elgressy’s
      rights.

            


    

     

     

    
      	
              10.4  

            	
              The
      Marketing Arm agrees to market the Products in the Territory under any
      trademarks and trade names used by Elgressy (including Elgressy’s name or
      any other trademark or trade name used or claimed by Elgressy during the
      term of this Agreement, collectively referred to herein as
      the  “Elgressy Trademarks”). Elgressy
      hereby consents to the use of the Trademarks in the Territory and
      elsewhere, if applicable, by the Marketing Arm solely in connection with
      the marketing and sale of Products and otherwise in accordance with the
      terms of this Agreement.

            


    

     

     

    
      	
              10.5  

            	
              The
      Marketing Arm’s use of the Trademarks shall be limited to use for
      distribution of the Products in the manner contemplated by this Agreement.
      The Marketing Arm shall use its best efforts to seek the prior written
      consent of Elgressy prior to the use of the Trademarks in connection with
      any packaging or brochures. The Marketing Arm further agrees that it will
      not contest, during or after the term of this Agreement, any Trademark and
      it will not use, after the term of this Agreement, any Trademark, or other
      intellectual property rights of Elgressy, except as expressly provided
      hereunder.

            


    

     

     

    
      	
              10.6  

            	
              The
      Marketing Arm agrees not to remove, alter, obscure or destroy any
      Trademark, copyright markings or confidentiality legends placed upon or
      contained within materials related to Elgressy and/or its Products or
      documentation related thereto. The Marketing Arm agrees not to attach or
      apply to the Products and any promotional materials related thereto, any
      label, marking or other information which has not been approved by
      Elgressy in writing in advance.

            


    

     

     

    
      	
              10.7  

            	
              Notwithstanding
      any of the aforementioned, during the term of this Agreement and with
      respect with (i) and (iii) below for 2 years following termination of this
      Agreement, and with respect to the remaining subsections of this Section
      11.7 with no limitation of time, the Marketing Arm shall: (i) not engage,
      by itself or through the assistance of any third party (including
      Subagents) directly or indirectly, in the research, development,
      manufacturing, marketing, distribution, sale, lease or licensing of any
      product which is or may constitute a derivative work of the Products (or
      any part thereof); (ii) not represent that it possesses any proprietary
      interest in the Product (or any part thereof); (iii) not directly or
      indirectly, take any action to contest the company’s intellectual property
      rights or infringe them in any way; (iv) not register, nor to have
      registered, any, domain names, trademarks, trade names or symbols of
      Elgressy (or which are similar to Elgressy’s); and (v) save for the
      specific purpose contained in this Agreement, it shall not use the
      Trademarks, trade-names of Elgressy in any manner
    whatsoever.

            


    

     

     

    
      
         

      

      
        21

        
          

        

      

      
         

      

    

     

    
      	
              10.8  

            	
              Subject
      to the Marketing Arm's non-compete and confidentiality undertakings, after
      termination of this Agreement, no party shall be restrained in any way
      from approaching any Customer(s) and/or from doing any business with such
      Customer(s) whether in the Territory or the Field or
    without.

            


    

     

     

    
      	
              11.  

            	
              CONFIDENTIALITY

            


    

     

     

    
      	
              11.1  

            	
              Each
      of the Parties hereto acknowledges that the Confidential Information of
      the other Party comprises valuable trade secrets and is proprietary to
      such other Party. At all times during and after the termination of this
      Agreement, each of the Parties hereto shall hold the Confidential
      Information of the other Party in strict confidence and shall not disclose
      the same to any other person, firm, or corporation except as reasonably
      required to perform its obligations under the Agreement. The foregoing
      obligation shall not extend to information that: (a) is contained in
      a generally available publication; (b) it can be documented that is or
      becomes available to the public or the trade during or after termination
      of this Agreement, other than as a result of any disclosure by the
      disclosing Party of its own Confidential Information or any other person
      receiving Confidential Information from such Party; (c) the disclosing
      Party has documentation showing that the information is known to it prior
      to the disclosure thereof by the other Party from a source independent of
      it.

            


    

     

     

    
      	
              11.2  

            	
              Each
      of the Parties hereto shall ensure that each of its employees, agents,
      subcontractors,  sub-distributors and Subagents (as applicable)
      shall be subject to a written agreement for the benefit of the other Party
      containing terms comparable to the terms in this Agreement with respect to
      the maintenance and non-use of Confidential
  Information.

            


    

     

     

    
      	
              11.3  

            	
              Each
      Party will promptly report to the other Party any actual or suspected
      violation of the terms of this Section 11, and will take all reasonable
      further steps requested by such Party to prevent, control or remedy any
      such violation.

            


    

     

     

    
      	
              11.4  

            	
              Each
      Party hereto shall, upon the termination of this Agreement or the request
      of the other Party at any time, return to the requesting Party all
      tangible manifestations of Confidential Information (and all copies and
      reproductions thereof), including, without limitation, any and all
      results, data, financial results, business plans, or other information
      produced using Confidential
Information.

            


    

     

     

    
      	
              11.5  

            	
              At
      any time during or after the term of this Agreement and for 2 years
      following termination of this Agreement, the Marketing Arm shall not take
      any action to challenge or assist any other person in challenging the
      validity of any patents of Elgressy registered as Patents or patent
      applications filed prior to the termination of this
    Agreement.

            


    

     

     

    
      
         

      

      
        22

        
          

        

      

      
         

      

    

     

    
      	
              11.6  

            	
              Elgressy
      hereby acknowledges that the Marketing Arm is a  corporation
      which has stock listed for trading in the USA and in light of the above,
      it undertakes not to purchase or sell any of the Marketing Arm's
      securities, not to use any information received from the Marketing Arm for
      trading in the latter's securities, whether directly or indirectly, and
      further not to provide any third party with any information relating to
      the Marketing Arm which could be used for trading in Marketing Arm's
      securities in any way whatsoever, in each case, to the extent that any
      such activity  may constitute a breach of any applicable
      law.

            


    

     

    


     

    
      	
              12.  

            	
              TERM
      AND TERMINATION

            


    

     

     

    
      	
              12.1  

            	
              Term. Subject to the
      provisions of this Section 11, the term of this agreement shall be for a
      period of twenty years (20) years from   the Effective
      Date. 11.2

            


    

     

     

    
      	
              12.2  

            	
              Termination. This
      Agreement may be terminated in its entirety prior to expiration of the
      term, as provided in Section 12.1 above, by prior written notice to the
      other Party, whom shall have no claim whatsoever with respect to such
      termination of Agreement, as
follows:

            


    

     

     

    
      	
              12.2.1  

            	
              Immediately,
      by either Party, by written notice, in the event of a Material Breach,
      subject to the grace period set forth in Section 1.15
    above;

            


    

     

     

    
      	
              12.2.2  

            	
              By
      either Party, effective immediately, if the other party should become the
      subject of any voluntary or involuntary bankruptcy, receivership, or other
      insolvency proceeding or make an assignment or other arrangement for the
      benefit of its creditors;

            


    

     

     

    
      	
              12.2.3  

            	
              By
      Elgressy, effective immediately, if the Marketing Arm attempts to sell,
      assigns, delegates or transfers any of its rights and obligations under
      this agreement, without having obtained Elgressy’s prior written consent
      thereto;

            


    

     

     

    
      	
              12.2.4  

            	
              By
      Elgressy, effective immediately, if the Marketing Arm sells the Products
      out of the Territory and/or the Field in breach of this
      Agreement;

            


    

     

     

    
      	
              12.3  

            	
              Rights of Parties on
      Termination or Expiration. The following provisions apply upon the
      termination or expiration  of this
  Agreement.

            


    

     

     

    
      	
              12.3.1  

            	
              The
      Parties will work together in good faith to wind down their relationship
      in an orderly manner.

            


    

     

     

    
      	
              12.3.2  

            	
              Each
      of the Parties hereof will return to the other Party, or destroy, as the
      other Party shall instruct all Confidential Information (and any and all
      copies thereof), any patents, drawings, formulae, samples, documents,
      literature and any other information in its possession. No Party shall
      make or retain any copies of Confidential Information of the other party
      that it may have received.

            


    

     

     

    
      
         

      

      
        23

        
          

        

      

      
         

      

    

     

    
      	
              12.3.3  

            	
              The
      Marketing Arm shall cease soliciting orders for the Products, shall
      transfer to Elgressy all Pilots and demonstration material and immediately
      cease all use of Confidential Information and marketing materials
      previously furnished by Elgressy and then in the Marketing Arm’s
      possession;

            


    

     

     

    
      	
              12.3.4  

            	
              Subject
      to Elgressy's rights of assignment of any and all Subagents Agreements,
      any Subagents Agreements entered into by the Marketing Arm with respect to
      any Products shall terminate without any liability to Elgressy and the
      Marketing Arm shall indemnify Elgressy and hold Elgressy harmless from and
      against any and all liabilities, costs and expenses (including without
      limitation reasonable attorneys fees) associated with, arising out of or
      as a result of the termination of any such
  Subagents.

            


    

     

     

    
      	
              12.3.5  

            	
              The
      Marketing Arm shall immediately prepare a statement listing all active
      Customers and the type and amount of orders of Products that were expected
      to be sold to such Customers by the Marketing Arm during the sixty (60)
      day period following the date of expiration or termination of this
      Agreement. The Marketing Arm shall deliver to Elgressy all open orders for
      Product received by the Marketing Arm on or prior to the date of the
      notice of termination or
expiration.

            


    

     

     

    
      	
              12.3.6  

            	
              Upon
      Elgressy’s election, the Lease and Sale Agreements and all the rights and
      obligations therein shall be assigned to Elgressy and Elgressy will
      undertake all the obligations vis–a-vis the Customers deriving from such
      Leasing Agreements and sign all required documents to give effect to this
      Section 12.3.6 and further that such assignment shall have full force and
      effect vis-à-vis the Customers, including, without limitations, by way of
      signing any reasonably required documents, provided however, that Elgressy
      shall have provided the Marketing Arm with an irrevocable waiver from any
      claim and/or liability on the part of the Marketing Arm under such Lease
      and Sale Agreements;

            


    

     

     

    
      	
              12.3.7  

            	
              With
      respect to all Lease Agreements within and outside the Territory and the
      Fields, the Marketing Arm shall be entitled to payment of the following
      sum with regard to all Lease Agreements entered into by the Marketing Arm
      and assigned to Elgressy: *

            


    

     

     

    
      	
              12.3.8  

            	
              Sole Remedy.
      The Marketing Arm’s right to receive the post-termination commission
      provided in Section 12.3.7 above shall constitute the Marketing Arm’s sole
      remedy for or arising out of termination or expiration of this Agreement
      under Section 12.1 above.

            


    

     

     

    
      
         

      

      
        24

        
          

        

      

      
         

      

    

     

    
      	
              12.3.9  

            	
              Outstanding Purchase
      Orders. Purchase Orders entered into prior to the expiration or
      termination of this Agreement shall be valid and remain in effect for the
      period of time necessary to fulfill the terms of the Purchase Order,
      provided that: (a) Elgressy shall have no obligation to confirm Purchase
      Orders requesting delivery after expiration of this Agreement, and (b)
      after a notice of termination is given, the Marketing Arm will remain
      obligated to confirm purchase orders requesting delivery prior to the
      effective date of termination. The provisions of this Agreement shall be
      applicable to an otherwise valid purchase order, notwithstanding the
      termination or expiration of this
Agreement

            


    

     

     

    
      	
              12.4  

            	
              Survival. Sections
      2.3.1, 3.9, 4.2- 4.4, 4.6, 4.12, 7.1-7.3, 7.5, Error! Reference source not
      found.,11.1, 12.3.7 and 12.5 shall survive the expiration or
      termination of this Agreement for any reason
  whatsoever.

            


    

     

     

    
      	
              12.5  

            	
              Payments to Elgressy. In
      the event of termination or expiration, following which (i) there are
      Lease Agreements in force, which were not assigned to Elgressy, and (ii)
      the Marketing Arm continues to receive the Lease Price with respect to
      such Lease Agreement, then Elgressy shall be entitled to *set out in
      Section Error! Reference
      source not found. for as long as the Marketing Arm receives any
      part of the Lease Price.

            


    

     

     

    
      	
              13.  

            	
              MISCELLANEOUS

            


    

     

     

    
      	
              13.1  

            	
              Applicable Law. This
      Agreement shall be construed, enforced, and performed in accordance with
      the laws of Israel and the competent court of Tel Aviv shall have
      exclusive jurisdiction over all matters arising in connection with this
      Agreement.

            


    

     

     

    
      	
              13.2  

            	
              Taxes. Each of the
      Parties hereto shall bear his own taxes under any applicable
      law.  Notwithstanding the above, it is hereby clarified that the
      Marketing Arm shall be entitled to withhold taxes from the amounts due to
      Elgressy to the extent required by any applicable law, unless Elgressy
      provided the Marketing Arm with the required document which under the
      applicable law, removes the Marketing Arm's legal requirement to withhold
      taxes.

            


    

     

     

    
      	
              13.3  

            	
              Entire Agreement. This
      Agreement, including the Appendices, Schedules and Exhibits hereto, if
      any, represents the entire Agreement between the Parties on the subject
      matter hereof. There are no conditions to this Agreement not expressed
      herein. No modification of this Agreement will be effective unless in
      writing and signed by both parties.

            


    

     

     

    
      	
              13.4  

            	
              Notices. All notices
      under this Agreement shall be sent by certified mail, return receipt
      requested, addressed to the Parties at the addresses immediately below
      their respective signatures hereto, or to such other address of which
      either Party may advise the other in
writing.

            


    

     

     

    
      	
              13.5  

            	
              Force Majeure. No Party
      shall be in default hereunder by reason of any failure or delay in the
      performance of any obligation under this Agreement (excluding payment
      obligations) where such failure of delay arises out of any cause beyond
      the reasonable control and without the fault or negligence of such Party.
      Such causes shall include, without limitation, storms, floods, other acts
      of nature, fires, explosions, riots, war or civil disturbance, strikes,
      embargoes and other governmental actions or regulations that would
      prohibit a Party from ordering or furnishing Products or from performing
      any other aspects of the obligations hereunder, delays in transportation,
      and inability to obtain necessary labor, supplies, or manufacturing
      facilities.

            


    

     

     

    
      
         

      

      
        25

        
          

        

      

      
         

      

    

     

    The Party
affected by a force majeure event shall inform the other Party in writing as
soon as practicable of (i) the occurrence of the force majeure event; (ii) the
reasonable estimation of the effect of the force majeure event has on the
party's Agreement's obligation; (iii) the measures being taken in order to limit
and minimize the effects of the force majeure event; and (iv) the probable
duration of the force majeure event to the extent known to the affected Party.
The Party affected by the force majeure event shall inform the non-affected
party, as soon as practicable following the end of the force majeure event with
respect to such termination and as soon as practicable thereafter begin to
perform its Agreement obligations anew at such time. In the event that Force
Majeure exists for a consecutive period of 120 days, either Party may terminate
this Agreement by written notice to the other Party.

     

     

    
      	
              13.6  

            	
              Severability. If any
      provision of this Agreement is held to be illegal or unenforceable or
      invalid, that provision shall be limited or eliminated to the minimum
      extent necessary so that this Agreement shall otherwise remain in full
      force and effect and enforceable.

            


    

     

     

    
      	
              13.7  

            	
              Non-assignment. This
      Agreement shall be binding on and inure to the benefit of [Missing Graphic
      Reference]the successors and assigns of the business interests of a Party
      and may be assigned by a Party to an acquirer of substantially all of a
      Party’s assets in conjunction with such an acquisition, subject to the
      assumption by the acquirer of Elgressy's obligations pursuant to this
      Agreement and its undertaking to respect in full the Marketing Arm's
      rights under this Agreement, as the case may be. In addition, Elgressy may
      assign any of its rights or obligations hereunder to any parent, Affiliate
      or subsidiary corporation of Elgressy provided Elgressy is controlling or
      controlled by such assignee. Other than as set forth immediately above, a
      Party may not sell, assign, delegate, or otherwise transfer any of its
      rights or obligations hereunder without the prior written consent of the
      other Party.

            


    

     

     

    
      	
              13.8  

            	
              Headings. Any headings
      used herein are for convenience in reference only and are not a part of
      this Agreement, nor shall they in any way affect the interpretation
      hereof.

            


    

     

     

    
      	
              13.9  

            	
              Multiple Counterparts.
      This Agreement may be executed in one or more counterparts, each of which
      shall be deemed an original, by all of which together shall constitute one
      and the same instrument.

            


    

     

     

    
      
         

      

      
        26

        
          

        

      

      
         

      

    

     

    
      	
              13.10  

            	
              Relationship Between The
      Parties. This Agreement is not intended by the parties to
      constitute or create a joint venture, pooling arrangement, partnership,
      agency or formal business organization of any kind. Elgressy and Marketing
      Arm shall be independent contractors with each other for all purposes at
      all times and no Party shall act as or hold itself out as agent for the
      other, nor shall either Party create or attempt to create liabilities for
      the other party.

            


    

     

    


    [Signature
Page Follows]

     

    
 

    
      
         

      

      
        27

        
          

        

      

      
         

      

    

    IN WITNESS WHEREOF, Elgressy
and the Marketing Arm have caused this instrument to be executed as of the day
and year first above written.

    


    


    


     

    CARDIO
VASCULAR MEDICAL DEVICES CORP.

     

     

    By:/s/
Lavi Krasney

     

     

    Name:
Lavi Krasney

     

    


    


    ELGRESSY
ENGINEERING SERVICES (1987) LTD

    


    


     

    By: /s/
Elroy Amitzur

     

     

    By: /s/
Gaby Elgraisy

     

    


     

    


     

    


    [Signature
Page for Marketing Agreement between Cardio and Elgressy]

    


    
      
         

      

      
        28

        
          

        

      

      
         

      

    


    SCHEDULE
1.8

    FIELDS

     

    
      	
              1.

            


    

     

     

    
      	
              1.  

            	
              any
      and all power plants in the USA, whether privately or publicly
      owned

            


    

     

     

    
      	
              2.  

            	
              the
      following hotel chains in the USA, subject to Sections 3.4.4 and 3.6 and
      3.8  of the Agreement:

            


    

     

    
      	
              o  

            	
                                          
      *

            


    

    The
Marketing Arm should choose only 2 hotel chains out of this list for the 1st year
and an additional Hotel chain in each subsequent year according to
Section3.5


    
      
         


      

      
        29

        
          

        

      

      
         


        
           

        

      

    


    SCHEDULE
1.14A

    ELGRESSY
SLA


    
      
         


      

      
        30

        
          

        

      

      
         


        
           

        

      

    


    SCHEDULE
1.14B

    MA
SLA

    



    
      
         


      

      
        31

        
          

        

      

      
         


        
           

        

      

    


    SCHEDULE
1.22

    TERRITORY

    1.
Germany

    2. The
following States:

    
      	
              §  

            	
              California

            


    

    
      	
              §  

            	
              Texas

            


    

    
      	
              §  

            	
              Florida

            


    

    
      	
              §  

            	
              Nevada

            


    

    
      	
              §  

            	
              Pennsylvania

            


    

    


    
      	
              The
      Marketing Arm should choose 3 States out of this list for the 1st
      year, and an additional State in each subsequent year according to Section
      3.5.

            


    


    
      
         


      

      
        32

        
          

        

      

      
         


        
           

        

      

    


    
      	
              SCHEDULE
      2.3.1

            


    

    PROVISIONS
TO BE INCLUDED IN SUBAGENT’S AGREEMENT

    


    
      	
              1.  

            	
              Elgressy’s
      right to terminate such Subagent Agreement in the event of breach of this
      Agreement and/or the Subagent Agreement, if such breach is not cured
      within 30 days of receiving a notice by the Marketing Arm from Elgressy
      regarding such breach.

            


    

    
      	
              2.  

            	
              Undertaking
      to purchase and maintain for the period of Subagent Agreement the
      Insurance Policies, to name each of the Marketing Arm and Elgressy as
      additional insured or loss payee.

            


    

    
      	
              3.  

            	
              Confidentiality
      and Non-Compete provisions.

            


    

    
      	
              4.  

            	
              Restriction
      with respect to the modification of the
Product.

            


    

    
      	
              5.  

            	
              Undertaking
      to provide the MA with Reports.

            


    

    
      	
              6.  

            	
              Provisions
      with respect to Elgressy’s IP rights, as are included in the
      Agreement.

            


    

    
      	
              7.  

            	
              Provisions
      regarding termination including provisions with respect to Subagent’s
      liability to act in accordance with existing contracts, to the extent
      required, the duty to pay all amounts due and the duty to transfer to
      Marketing Arm any payments it receives following termination with respect
      to the Product.

            


    

    
      	
              8.  

            	
              All
      Subagent's rights shall terminate upon termination of the Marketing Arm's
      rights.

            


    

    
      	
              9.  

            	
              Elgressy
      liability shall be limited – all as set out in the
    Agreement.

            


    


    
      
         


      

      
        33

        
          

        

      

      
         


        
           

        

      

    


    SCHEDULE
3.6

    *

    SCHEDULE
4.3

    *


    
      
         


      

      
        34

        
          

        

      

      
         


        
           

        

      

    


    SCHEDULE
5.2

    FORM OF REQUEST FOR QUOTATION AND
PURCHASE ORDER]

    



    
      
         


      

      
        35

        
          

        

      

      
         


        
           

        

      

    


    SCHEDULE  Error!
Reference source not found.(a)

    *


    
      
         


      

      
        36

        
          

        

      

      
         


        
           

        

      

    


    SCHEDULE
9.1.1(b)

    INVOICE
AND PAYMENT TERMS

    


    
      	
              §  

            	
              Elgressy
      shall invoice the Marketing Arm at the time of acceptance of the order by
      Elgressy.

            


    

    


    
      	
              §  

            	
              Payment
      terms for the Products shall be:

            


    

    30% upon Order

    30% upon loading on exporting
vehicle.

    30% upon arrival to port of
destination

    10% 60
days after arrival to port of destination

    


    



    
      
         


      

      
        37