Unassociated Document


     

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

    


    


    CONSULTING
AGREEMENT

    


    THIS
CONSULTING AGREEMENT (“Agreement”) is made on July
21, 2009 by and between Cardio Vascular Medical Device Corp, a company
incorporated under the laws of the State of Delaware, U.S.A. (the "Company") and N.D.Raz Business
and Project Development Ltd., a company formed under the laws of Israel, located
at Neot Golf Cesarea
,Cesarea, Israel (hereinafter "N.D. Raz")
and Mr. Yossi Raz, I.D. 005512355, residing at Neot Golf Caesarea (hereinafter
“Mr.
Raz”).  N.D
Raz and Mr. Raz are jointly and severally liable and are hereinafter jointly and
severally referred to as “Consultant”.

    


    


    WITNESSETH:

    


    
      	
              WHEREAS,

            	
              the
      Company is in the business of utilizing existing and new technologies;
      and

            


    

    


    
      	
              WHEREAS

            	
              the
      Company is negotiating Exclusive Marketing Agreement with Elgressy
      Engineering Services (1987) Ltd. (hereinafter: the "Exclusive Marketing
      Agreement"); and

            


    

    


    
      	
              WHEREAS

            	
              Subject
      to the execution of the Exclusive Marketing Agreement the Company desires
      to engage the services of the Consultant and the Consultant desires to
      provide such consulting services to the Company as a nonexclusive
      independent contractor on such matters within the experience and expertise
      of the Consultant, under the terms and conditions contained herein;
      and

            


    

     

    
      	
              WHEREAS

            	
              the
      Consultant is ready, qualified, willing and able to carry out his
      obligations and undertakings towards the Company pursuant hereto;
      and

            


    

     

     

    
      	
              WHEREAS

            	
              the
      parties hereto wish to regulate their relationship in accordance with the
      terms and conditions set forth under this Agreement, which will commence
      upon the entering into effect of the Exclusive Marketing Agreement (the:
      "Effective
      Date");

            


    

     

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

    
       

       

      
        	
                1.

              	
                The
      Consulting Services

              


      

       

      
        	
                 
      

              	
                1.1.

              	
                Commencing
      on the Effective Date, the Consultant shall provide the Company with
      managing services, business development services and marketing services,
      subject to the specifications set forth by the Company as may be amended
      by the Company from time to time and other appropriate duties and
      responsibilities as required and delegated to him from time to time by the
      CEO or by the Company Board of Directors (the: “Consulting
      Services").

              


      

       

      
        	
                 
      

              	
                1.2.

              	
                The
      Consultant shall perform his obligations hereunder solely and exclusively
      through Mr. Raz and may not use any other persons or entities to perform
      the duties under this Agreement without prior written approval of the
      Company.

              


      

       

      
        	
                 
      

              	
                1.3.

              	
                The
      Consultant shall report to the CEO and to the Board of Directors of the
      Company with respect to all matters relating to the Consulting
      Services.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      - 2 -

       

      
        	
                 
      

              	
                1.4.

              	
                The
      Consultant will provide the Consulting Services as directed and instructed
      by the CEO or by the Company Board of Directors in accordance with
      Company’s needs.

              


      

       

      
        	
                 
      

              	
                1.5.

              	
                The
      Consultant shall devote his full business time, attention, best efforts
      and ability to the performance of the Consulting Services. While rendering
      the Consulting Services to the Company, the Consultant will not engage in
      any other gainful employment, business or activity without the written
      consent of the Company, including serving as a board member of private or
      public companies.

              


      

       

      
        	
                 
      

              	
                1.6.

              	
                Notwithstanding
      the above mentioned in Section 1.5, the Company acknowledges and approves
      hereby that the Consultant serves as a consultant to International Power
      Group, and as a partner in Drinking Water Wells contract with the
      government of Israel for the next 15 years. The Company's approval is
      based on the Consultant's declaration that the scope of these services is
      limited and shall not exceed 40 hours per month cumulative and no more
      than 20% of  Mr. Raz business time  and on the
      Consultant's obligation that these services shall not in any way interfere
      with the Consulting Services provided by him to the Company under this
      Agreement and shall not cause any conflict of interest with the Company
      current or future activities or with the execution and promotion of the
      Exclusive Marketing
      Agreement.

              


      

       

      
        	
                 
      

              	
                1.7.

              	
                During
      the first six months of Consulting Services the Consultant shall provide
      the Company's CEO and Board of Directors with a written outline of his
      planned events for each following month, at least 7 days prior to the
      beginning of the month, in order to allow both parties to plan the
      Consultant's activities for each month. Following the first six months of
      Consulting Services the Consultant shall provide the Company's CEO and
      Board of Directors with a quarterly written outline of his planned events
      for each following quarter.

              


      

       

      
        	
                 
      

              	
                1.8.

              	
                In
      addition the Consultant will report to the Company's CEO and Board of
      Directors the result of the Consulting Services on a monthly basis and as
      may be requested by the Company from time to
  time.

              


      

       

      
        	
                 
      

              	
                1.9.

              	
                In
      carrying out the Consulting Services the Consultant shall not use or
      disclose to the Company any proprietary or confidential information
      belonging to any third party unless he has first received a written
      approval of that third party and present it to the
  Company.

              


      

       

       

      
        	
                2.

              	
                Representations
      and warranties

              


      

       

      
        	
                 
      

              	
                2.1.

              	
                The
      Consultant represents and warrants that he has the requisite knowledge,
      skills and experience for providing the Consulting Services. The
      Consultant undertakes to perform his duties and obligations under this
      Agreement with the highest degree of professionalism and to the full
      satisfaction of the Company. The Consultant further undertakes to comply
      with all the Company’s internal procedures and
  regulations.

              


      

       

      
        	
                 
      

              	
                2.2.

              	
                The
      Consultant represents and warrants that he has no outstanding agreement or
      obligation that is in conflict with any of the provisions of this
      Agreement or the performance thereof, or that would preclude the
      Consultant from complying with the provisions hereof, or that would create
      a conflict of interests with the provisions hereof, including his
      engagement with International Power Group, and with the government of
      Israel and further represents and warrants that he will not enter into any
      such conflicting agreement or obligation during the term of this
      Agreement.

              


      

       

      
        	
                 
      

              	
                2.3.

              	
                The
      Consultant represents and warrants that he has received all required
      authorizations and consent (if needed) from the International Power Group
      and from the Israeli government, with respect to the Consulting Services
      provided by him to the Company under this
  Agreement.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      - 3 -

       

      
        	
                 
      

              	
                2.4.

              	
                The
      Consultant shall inform the Company, immediately upon becoming aware, of
      every matter in which he or his immediate family has a personal interest
      and which might give rise to a conflict of interest with his duties under
      the terms of this Agreement.

              


      

       

      
        	
                 
      

              	
                2.5.

              	
                In
      carrying out his duties under this Agreement, the Consultant shall not
      make any representations or give any guarantees on behalf of the Company,
      except as the Consultant is authorized to do so by the Company Board of
      Directors .

              


      

       

      
        	
                 
      

              	
                2.6.

              	
                The
      Consultant shall not receive any payment and/or benefit from any third
      party, directly or indirectly in connection with his engagement by the
      Company. In the event the Consultant breaches this Sub-section, without
      derogating from any of the Company’s rights by law or contract, such
      benefit or payment shall become the sole property of the Company and the
      Company may set-off such amount from any sums due to the
      Consultant.

              


      

       

      
        	
                 
      

              	
                2.7.

              	
                The
      Consultant undertakes to use the Company’s equipment and facilities only
      for the purpose of the Consulting Services. The Consultant acknowledges
      that the Company is permitted to have access to any files and
      transmissions stored or held in the Company’s computers and that such
      content is owned by the Company.

              


      

       

       

      
        	
                3.

              	
                Consulting
      Fees

              


      

       

      
        	
                 
      

              	
                3.1.

              	
                Monthly
      Retainer

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Subject
      to the fulfillment of the Consultant's tasks and obligations under this
      Agreement, the Company shall pay the Consultant a monthly fee of USD
      10,000 (the “Monthly Retainer”).

              


      

       

      
        	
                 
      

              	
                (b)

              	
                The
      Consultant may take up to 28 days off per year of service, without
      reduction in the Monthly Retainer. The days off will include all types of
      absence excluding Jewish Holidays. The Monthly Retainer will be reduced if
      the Consultant takes more than 28 days off. The Consultant will not be
      entitled to accumulate the unused balance of the days off or to redeem the
      days off.

              


      

       

      
        	
                 
      

              	
                3.2.

              	
                Annual Success
      Bonus

              


      

       

      
        	
                 
      

              	
                (a)

              	
                12
      months following the Effective Date the Consultant will be eligible to
      receive in addition to the Monthly Retainer an annual success bonus if the
      Company through the Consultant reaches the total aggregate sales under the
      “Short Marketing Plan” of the Exclusive Marketing Agreement (the: "Short Marketing Plan")
      of * as determined under the Company's annual financial reports as
      approved by the Company’s Board of Directors and the Company’s accountant.
      (the: “Company's Annual Financial Reports”) The annual success bonus will
      be 7% of the Company net profits from the Exclusive Marketing Agreement
      income up to a maximum bonus of  150,000$. (the: “Annual Success
      Bonus”).

              


      

       

      
        	
                 
      

              	
                (b)

              	
                The
      Annual  Success Bonus for the following years of service will
      determined by the Company each year  according to the same
      principles under sections 3.2(a), 3.2(c) and according to the fulfillment
      of the  required 75% sales targets under the "Five Year
      Marketing Plan" of the Exclusive Marketing Agreement (the: "Five Year Marketing
      Plan").

              


      

       

      
        	
                 
      

              	
                (c)

              	
                The
      Annual Success Bonus will be paid out of the Company net profits 30 days
      following the approval of the Company's Annual Financial
      Reports.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                In
      the event that six months following the Effective Date, the Consultant closed deals
      and sales, in the aggregate
      value of *, the Consultant will be paid a monthly advance payment
      of 2,500 USD on account of the first year Annual Success Bonus
      which  will be offset from any amount of Annual Success Bonus to
      which the Consultant may be entitled
to.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        - 4 -

         

      

      
        	
                 
      

              	
                (e)

              	
                In
      the event that twelve months following the Effective Date the Company
      through the Consultant reaches the total sales under the Short Marketing
      Plan of *as determined under the Company's Annual Financial Reports, the
      Consultant will be paid a monthly advance payment of 5000 USD on account
      of the second year Annual Success Bonus which will be offset from any
      amount of Annual Success Bonus to which the Consultant may be entitled to.
      This advance payment will cease if the semi-annual sales results indicate
      that the annual sales target under the Exclusive Marketing Agreement will
      not be reached.

              


      

       

      
        	
                 
      

              	
                3.3.

              	
                Signing
      Bonus

              


      

       

      Upon
execution of the Exclusive Marketing Agreement and following the Effective Date,
the Consultant shall receive a one time signing bonus in the amount of 6,300 US
dollar for his efforts in connection
with the execution of the Exclusive Marketing Agreement.

       

      
        	
                 
      

              	
                3.4.

              	
                Expenses

              


      

       

      The
Company shall reimburse the Consultant for all reasonable business expenses
actually incurred by Consultant directly in performing the Consulting Services,
within an advance approved budget, and subject to an itemized account of such
expenses substantiated by appropriate receipts, all in accordance with the
Company’s policy from time to time.

       

      
        	
                 
      

              	
                3.5.

              	
                General

              


      

       

      
        	
                 
      

              	
                (a)

              	
                All
      Payments to the Consultant shall be made in US dollar, and shall be wired
      to N.D. Raz bank account.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                All
      payments shall be made against proper invoices in accordance with an
      applicable law and shall include V.A.T., if required by law, which shall
      be added to the amounts set forth
above.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                The
      Consultant is aware that the consideration set forth in this Section 3
      constitutes the Company’s whole obligation towards the Consultant and he
      shall not be entitled to any other remuneration or payment
      whatsoever.

              


      

       

       

      
        	
                4.

              	
                Options

              


      

       

      
        	
                 
      

              	
                4.1.

              	
                Mr.
      Raz will be granted options to purchase 5,000,000 shares of common stock
      of the Company at an exercise price per share equal to the par value of
      the shares which is 0.05 USD [the “Options”]. The Options will be granted
      in accordance with Section 3(i) of the Israeli Tax Ordinance and will be
      subject to the following terms:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                12
      months of service following the Effective Date if the Company through the
      Consultant reaches the total sales under the Short Marketing Plan * as
      determined under the Company's annual financial reports, 1,250,000 out of
      the 5,000,000 shares granted will be vested and
    exercisable.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                The
      remainder 75% of the Options (3,750,000 of the Options) will vest annually
      over a period of 3 years, so that at the end of each year, 1,250,000 of
      the Options will become fully vested and exercisable, subject to
      Consultant's continuing to provide the Consulting Services to the Company
      through such dates and subject to the validity of the Exclusive Marketing
      Agreement, and the Company's achievement through the Consultant 75% of the
      Sales Targets set for each year as determined under the Five Year
      Marketing Plan.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

        - 5 -

         

      

      
        	
                 
      

              	
                (c)

              	
                In
      the event that the Company does not succeed in maintaining its exclusive
      marketing rights for any territory or for any field under the Exclusive
      Marketing Agreement, for each lost territory or for each lost field
      1,250,000 out of the Options whether vested or not shall ipso facto terminate
      and Mr. Raz or the Consultant shall have no further rights with respect to
      such Options, including, without limitation, to purchase the shares
      subject thereto.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                In
      the event that the Consultant ceases to be a service provider for any
      reason other than termination for  Justifiable Cause (as defined
      below ), the outstanding vested Options on the date of such termination of
      engagement shall be exercisable for 6 months after the date of such
      termination following which any unexercised Option (whether vested or not)
      shall expire immediately.

              


      

       

      
        	
                 
      

              	
                (e)

              	
                Notwithstanding
      the above, if the Consultant ceases to be a service provider for
      Justifiable Cause (as defined below), the entire unexercised Options
      (whether vested or not) shall ipso facto terminate
      and Mr. Raz or the Consultant shall have no further rights with respect to
      such Options, including, without limitation, to purchase the shares
      subject thereto.

              


      

       

      
        	
                 
      

              	
                4.2.

              	
                In
      the event the Company decides to terminate the engagement with the
      Consultant for reasons unrelated to the Company's achievement of the Sales
      Targets determined under the Five Year Marketing Plan and not for
      Justifiable Cause (as defined below), the Consultant will be entitled, in
      addition to the Options which have already vested by this date in
      accordance with the vesting schedule outlined above, to 50% of the Options
      which have not yet vested upon the date of the termination of engagement.
      These vested Options granted to the Consultant shall be exercisable during
      6 months, following which, any unexercised Option (whether vested or not)
      shall expire immediately. To prevent any doubt Mr. Raz or the Consultant
      shall have no rights for any of the unvested Options on termination if the
      Company did not reach the any of the sales targets under the Exclusive
      Marketing Agreement or the Consultant did not reach any of the sales
      targets under
      the Annual Success Bonus herein or the semi annual targets as described
      herein under section 3.2
(d).

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Any
      tax  consequences including V.A.T arising from the grant or
      exercise of any Option, from the payment for shares covered thereby, from
      the sale or disposition of such Shares or from any other event or act
      (of  Mr. Raz or the Company), shall be borne solely by the
      Consultant. The Company shall withhold taxes according to the requirements
      under the applicable laws, and it may take steps as it may deem necessary
      for withholding all due taxes, including, but not limited to (i) to the
      extent permitted by applicable laws, deducting the amount so required to
      be withheld from any other amount then or thereafter payable to
      Consultant, and/or (ii) requiring the Consultant to pay to the Company the
      amount so required to be withheld as a condition for the issuance,
      delivery, distribution or release of any Shares. Furthermore, the
      Consultant shall agree to indemnify the Company, and hold it harmless
      against and from any and all liability for any such tax or interest or
      penalty thereon, including without limitation, liabilities relating to the
      necessity to withhold, or to have withheld, any such tax from any payment
      made to the Consultant.  Except as otherwise required by
      applicable laws, the Company shall not be required to release any share
      certificate to the Consultant until all required payments have been fully
      made.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                It
      is hereby made clear that the above Options allocation does not affect the
      parties' ability to terminate this Agreement, subject to Section 5 below,
      with or without cause, and such grant shall not obligate the Company to
      engage the Consultant for any particular length of
  time.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

        - 6 -

         

      

      
        
          	
                  5.

                	
                  Status
      of Parties

                


        

         

      

      
        	
                 
      

              	
                5.1.

              	
                The
      Consultant is an independent contractor and is elected to provide the
      Consulting Services to the Company as an independent contractor. Nothing
      in this Agreement shall be interpreted or construed as creating or
      establishing any partnership, joint venture, employment relationship,
      franchise or agency or any other similar relationship between the Company
      and the Consultant and/or Mr. Raz.

              


      

       

      
        	
                 
      

              	
                5.2.

              	
                The
      parties hereby deny and waive any demand, claim and/or allegation that an
      employment relationship of any kind has resulted from this Agreement or
      from the rendering of the Consulting
Services.

              


      

       

      
        	
                 
      

              	
                5.3.

              	
                It
      is agreed between the parties that in the event that, despite Paragraph
      4.1 above, a duly authorized legal body or other authorized forum, orders
      the Company to grant the Consultant and/or Mr. Raz the rights and
      privileges of an employee for the Consulting Services rendered in
      accordance with this Agreement, the Consultant’s compensation/salary
      (including for all over-time hours, if relevant) shall be 55% of the total
      compensation to which the Consultant is entitled pursuant to this
      Agreement commencing on the Effective Date and the Consultant shall return
      to the Company the remaining 45% of the total compensation paid to the
      Consultant from the date of payment by the Company up to the date of
      return by the Consultant.

              


      

       

      
        	
                 
      

              	
                5.4.

              	
                In
      the event the Company is demanded and/or obligated to pay the Consultant
      and/or Mr. Raz, any amount, or give the Consultant and/or Mr. Raz or any
      third party any right, deriving from the existence of employer-employee
      relationship between the Consultant and/or Mr. Raz and the Company, the
      Consultant shall indemnify the Company for any and all costs, liabilities
      and expenses it may have in connection with such demand and/or obligation,
      including the economical value of such right and including legal
      expenses

              


      

       

      
        	
                 
      

              	
                5.5.

              	
                On
      the basis of his status as an independent contractor, the Consultant will
      file and be liable for his own tax reports including all income, social
      security and other taxes due and owing on the consideration received by
      him under this Agreement.  The Consultant shall be solely
      responsible for, and shall pay, such taxes in accordance with all
      applicable laws. The Consultant shall indemnify the Company, its officers,
      directors and employees (the “Indemnified Parties”),
      and hold them harmless from and against any and all claims, losses,
      liabilities, damages, judgments, fines, fees, costs or expenses, including
      without limitation reasonable attorneys’ fees and disbursements incurred
      in connection with any claim, action, suit, proceeding or investigation,
      whether civil, criminal, administrative or investigative, arising out of
      or in connection with any taxes payable in connection with the
      compensation for the Consulting Services provided
    hereunder.

              


      

       

       

      
        	
                6.

              	
                Term
      of the Agreement

              


      

       

      
        	
                 
      

              	
                6.1.

              	
                This
      Agreement shall commence on the Effective Date and shall continue until
      terminated by either party as set forth
below.

              


      

       

      
        	
                 
      

              	
                6.2.

              	
                Termination of the
      Agreement by the Consultant

              


      

       

      The
Consultant may terminate this Agreement upon a two (2) month advance written
notice to the Company (herein: the “Notice Period” and “Termination Notice”,
respectively).

      
        
           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          
             

            - 7 -

          

        

         

        
          	
                   
      

                	
                  6.3.

                	
                  Termination of the
      Agreement by the
Company

                


        

      

       

      
        	
                 
      

              	
                (a)

              	
                During
      the first 12 months of this
Agreement-

              


      

       

      
        	
                 
      

              	
                (i)

              	
                In
      the event the Consultant has not reached
      100% of the semi-annual targets under section 3.2 (d) herein, the Company
      may terminate this Agreement, with or without cause, upon a two (2) month
      advance written notice to the
Consultant.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                In
      the event the Consultant has reached the
      targets determined under section 3.2 (d) herein the Company may terminate
      this Agreement, with or without cause, upon a four (4) month advance
      written notice to the Consultant.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Following
      the first 12 months of this Agreement, the Company may terminate this
      Agreement, with or without cause, upon a four (4) month advance written
      notice to the Consultant.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Notwithstanding
      anything to the contrary, in the event of a Justifiable Cause (as defined
      below and subject to any applicable law), the Company shall be entitled to
      terminate this Agreement immediately without any advance written notice
      and this Agreement and the relationship shall be deemed effectively
      terminated as of the time of delivery of such notice. The term "Justifiable Cause"
      shall mean: (i) the Consultant's conviction of a felony deemed by the
      court to be of disgraceful nature; (ii) the Consultant's material breach
      of the terms and conditions of this Agreement including but not limited to
      willful breach of his confidentiality and/or non-competition duties; (iii)
      the Consultant's involvement with an act which constitutes a breach of the
      Company’s trust including but not limited to: fraud, misappropriation,
      embezzlement, theft from the Company, or other acts of material dishonesty
      against the Company; or (iv) the Consultant’s willful engagement in gross
      misconduct materially injurious to the Company. It is hereby agreed that
      in the event of termination for Justifiable Cause, the
      Consultant’s contractual relationship shall be terminated immediately and
      unilaterally, and the Consultant shall not be entitled to any Monthly
      Retainer fee and/or Annual Success
      Bonus.

              


      

       

      
        	
                 
      

              	
                6.4.

              	
                During
      the advance written notice the Consultant shall continue upon the
      Company’s sole discretion, to provide the Consulting Services to Company.
      To avoid any doubt, the Consultant’s entitlement to any remuneration
      during this period, shall be subject to the Consultant’s ongoing
      cooperation with the Company and fulfillment of any duty reasonably
      required of him during such period. Nevertheless, the Company retains the
      right, at its sole discretion, at any time within the this period, to
      terminate, immediately and unilaterally, its contractual relationship with
      the Consultant, without cause, by giving written notice to the Consultant
      of the Company’s election to terminate the Agreement immediately. In such
      event, the Consultant shall be entitled to the Monthly Retainers fee to
      which he would have been entitled had he provided the Consulting Services
      throughout said advance written notice
period.

              


      

       

      
        	
                 
      

              	
                6.5.

              	
                Without
      derogating from the Company’s rights pursuant to any applicable law, in
      the event that the Consultant terminates this Agreement with immediate
      effect or upon shorter notice than the Notice Period, the Company shall
      have the right to offset any payments to which the Consultant shall be
      otherwise entitled for his Consulting Services hereunder during the Notice
      Period, or any part thereof, as the case may be, from any other payments
      payable to the Consultant.

              


      

       

      
        	
                 
      

              	
                6.6.

              	
                Upon
      termination of this Agreement for any reason whatsoever, and before the
      Company pays the Consultant the final payment, the Consultant undertakes:
      (1) to return to the Company all documents, drawings, magnetic media,
      letters, reports and all other documents belonging to the Company and/ or
      related to the Company’s activities and/or to the Consulting Services; and
      to return any equipment and/or other property of the Company; (2)
      to erase, at the Company’s offices and in the presence of the Company’s
      representative and upon scheduling in advance with the Company, all
      information relating to the Company or its activities which exists in the
      Consultant’s personal computer(s); (3) to assist in the transferring of
      the position, matters and documents under the Consultant’s supervision to
      whomever the Company shall determine. If the Company’s equipment shall be
      returned damaged, the Company shall have the right to set off the costs of
      such damages from the payment due to the
  Consultant.

              


      

      
         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
           

          - 8 -

        

      

       

      
        	
                7.

              	
                Confidentiality,
      Non-Competition and Intellectual Property
  Assignment

              


      

       

      The
Consultant acknowledges that he will be exposed to confidential information
related to the Company in connection with the Consulting Services and this
Agreement. Therefore, upon execution of this Agreement, the Consultant shall
execute the Confidentiality, Non-Competition and Intellectual Property
Assignment Agreement in the form attached hereto as Appendix
A, which is an integral part of this Agreement.

       

       

      
        	
                8.

              	
                General

              


      

       

      
        	
                 
      

              	
                8.1.

              	
                Neither
      party hereto shall assign any of its rights and obligations hereunder
      without the prior written consent of the other party. The Company,
      however, may assign this Agreement to a subsidiary or affiliate of the
      Company or to a purchaser of all or part of the Company’s assets or
      shares.

              


      

       

      
        	
                 
      

              	
                8.2.

              	
                Either
      party's failure at any time to require strict compliance by the other
      party of the provisions of this Agreement shall not diminish such party's
      right thereafter to demand strict compliance therewith or with any other
      provision. Waiver of any particular default shall not waive any other
      default.

              


      

       

      
        	
                 
      

              	
                8.3.

              	
                In
      the event that any provision of this Agreement shall be deemed unlawful or
      otherwise unenforceable, such provision shall be severed from this
      Agreement and the balance of the Agreement shall continue in full force
      and effect.

              


      

       

      
        	
                 
      

              	
                8.4.

              	
                This
      Agreement, together with its Appendix, contains and sets forth the entire
      agreement and understanding between the parties with respect to the
      subject matter contained herein, and it supersedes all prior discussions,
      agreements, representations and understandings in this regard. This
      Agreement shall not be modified except by an instrument in writing signed
      by both parties.

              


      

       

      
        	
                 
      

              	
                8.5.

              	
                The
      captions contained herein are for the convenience of the parties only and
      shall not affect the construction or interpretation of any provision
      hereof.

              


      

       

      
        	
                 
      

              	
                8.6.

              	
                It
      is hereby agreed between the parties that the laws of the State of Israel
      shall govern this Agreement, and that the competent court in Tel-Aviv
      shall have exclusive jurisdiction over any matter arising out of, or in
      connection with, this Agreement.

              


      

       

      
        	
                 
      

              	
                8.7.

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

              


      

      
         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
           

          - 9 -

        

      

      


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

      


      
      

       

      
        	CARDIO VASCULAR
      MEDICAL
      DEVICE CORP	YOSSI
  RAZ
	 	 
	

                By:
      /s/ Lavi Krasney

              	

                /s/
      Yossi Raz

              
	

                Title:
      CFO

              	 
	 	 
	 	 
	 	N.D.Raz Business and
      Project Development Ltd.,
	 	 
	 	By: /s/ Yossi
      Raz   
	 	Title:
      President
	 	 
	 	 
	 	 
	 	 
	 	 


      

       

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
           

          - 10 -


        

      

      Appendix
A

      


      


      Confidentiality,
Non-Competition and Intellectual Property Assignment

      Agreement

      


      My
obligations under this Confidentiality, Non-Competition and Intellectual
Property Assignment Agreement (hereafter “Agreement”) are towards (i)
CARDIO VASCULARMEDICAL DEVICE CORP. (the “Company”) (ii) its present and
future parent companies, subsidiaries and affiliates and successors. All of the
aforementioned entities shall be referred to collectively as the “Company’s
Entities”.

      


      
        	
                1.

              	
                Confidentiality

              


      

       

      
        	
                 
      

              	
                1.1.

              	
                I
      will regard and retain as confidential and will not divulge to any third
      party, or use for any unauthorized purposes either during or after the
      term of my service with the Company, any confidential information, as
      defined below, that I have acquired during my service or in connection
      with my service or contacts with the Company’s Entities, without the
      written approval consent of an authorized representative of the
      Company.

              


      

       

      
        	
                 
      

              	
                1.2.

              	
                I
      will not use the Company's Confidential Information for any purpose
      whatsoever other than the performance of the services on behalf of the
      Company. Without limiting the scope of this duty, I shall only use the
      Confidential Information for the benefit of the Company, and only to the
      extent required for the performance of the services and may not disclose
      the Confidential Information to any other third party who is not
      performing the service.  Without limiting the scope of this
      duty, I shall not design or manufacture or develop any products, which
      incorporate any Confidential
Information.

              


      

       

      
        	
                 
      

              	
                1.3.

              	
                All
      Confidential Information remains the property of the Company and no
      license or other rights in the Confidential Information is granted
      hereby.

              


      

       

       

      
        	
                2.

              	
                Confidential
      Information

              


      

       

      
        	
                 
      

              	
                2.1.

              	
                Confidential
      Information shall include, but will not be limited to, information
      regarding research and development related to actual or anticipated
      products, inventions, whether patentable or non-patentable, discoveries,
      innovations, designs, drawings, sketches, diagrams, formulas, computer
      files, computer programs, hardware, software or other products, product
      definitions, product research, manuals, selection processes, data, methods
      of manufacture, planning processes, trade secrets, business secrets,
      business plans, copyrights, proprietary information, customer lists, names
      of clients, list of suppliers, marketing plans, strategies, forecasts,
      business forecasts, processes, finances, costing, sales,
      prices,  terms of payment, formulae, know-how, improvements and
      techniques and any other data related to the business or affairs of the
      Company's Entities,  its clients, including clients with whom
      the Company is negotiating. Confidential Information will include
      information in written, oral and/or any other form of
      communication

              


      

       

      
        	
                 
      

              	
                2.2.

              	
                Confidential
      Information shall not include information that (i) has become part of
      public knowledge other than as a result of a breach of this undertaking;
      (ii) was already in my possession at the time of disclosure, as shown by
      my written documents dated prior to the disclosure; or (iii) is rightfully
      received by me from a third party without a duty of confidentiality, as
      shown by me in written documents. I shall have the burden of proof
      establishing that any or more of these exceptions
  applies.

              


      

      
         

        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          
             

            - 11 -


          

        

      

      
        	
                 
      

              	
                2.3.

              	
                I
      undertake to notify, disclose and bring to the Company’s knowledge any
      information coming to my knowledge in any way, including information being
      the product of any idea or development of
mine.

              


      

       

       

      
        	
                3.

              	
                Return
      of Confidential Information

              


      

       

      All
materials including, but not limited to, documents, notes, memoranda, records,
diagrams, blueprints, bulletins, formulas, reports, computer programs, and any
other material of any kind and in any form, coming into my possession or
prepared by me in connection with my service, are the exclusive property of the
Company (hereinafter: the "Documents").  I
agree to return to the Company all such Documents upon termination of my
service, unless I acquire the Company’s specific written consent to release any
such Document.

       

      


      
        
          	
                  4.

                	
                  Ownership
      Rights

                


        

      

       

      
        	
                 
      

              	
                4.1.

              	
                I
      agree that the Confidential Information and all memoranda, books, notes,
      records, charts, formula, specifications, presentations, lists, drafts,
      patent applications and other documents, as well as any inventions,
      improvements, mask works, discoveries or works, whether or not capable of
      being patented or copyrighted, and any and all derivatives related thereto
      (together "Work
      Products"), which I may conceive, make, develop, author, or work
      on, in whole or in part, independently or jointly with others during the
      term of my service with the Company or following my service with the
      Company, which are either (i) related to the Company’s Entities’ business
      or actual or demonstrably anticipated research or development;
      (ii)  resulting directly or indirectly from any work I performed
      for the Company; or (iii) developed in whole or in part on the Company’s
      time or with the use of any Company’s equipment, supplies, facilities, or
      trade secret, are and shall be the Company’s sole and exclusive
      property.

              


      

       

      
        	
                 
      

              	
                4.2.

              	
                Furthermore,
      without additional compensation or consideration, I hereby assign and will
      in the future assign to the Company, any right, title and interest I may
      have worldwide in such Work Products and any copyrights, patents, mask
      work rights or other intellectual property rights, including any and all
      derivatives relating thereto.

              


      

       

      


      
        
          	
                  5.

                	
                  Disclosure
      of Inventions

                


        

      

       

      I will
promptly disclose and describe to the Company all of the Work Products which I
may conceive, make, reduce to practice, develop, author, or work on, in whole or
in part, independently, or jointly with others, during the period of my service
with the Company, which either; (i) relate to the Company’s Entities’ business
or actual or demonstrably anticipated research or development; (ii) are
developed in whole or in part on the Company's time or with the use of any of
the Company's equipment, supplies, facilities or trade secret information, or
(iii) result directly or indirectly from any work I performed for the
Company.

       

      


      
        
          	
                  6.

                	
                  Consultant’s
      Assistance

                


        

      

       

      I will,
at the Company’s expense, assist in preparation and registration of patents and
any other intellectual property right in favor of the Company, in any
jurisdiction deemed appropriate by the Company. Such assistance shall include,
without limitation, the preparation of documents, drawings and other data and
execution of assignments, applications and other forms. I agree to perform this
obligation during and after my service with the Company. In order to give full
effect to this section I hereby irrevocably appoint the Company (and its
representatives) as my attorney in fact, authorized in my name and on my behalf
to execute all such documents.

      
         

        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          
             

            - 12 -


          

        

      

      
        
          	
                  7.

                	
                  Non
      Competition

                


        

      

       

      
        	
                 
      

              	
                7.1.

              	
                During
      the term of my service with the Company and for a period of 12 months
      after the termination of my service with the Company by any side and for
      any reason I will not either alone or jointly with others or as an agent,
      consultant or employee of any person, firm or company, directly or
      indirectly, carry on or engage in any activity or business which shall be
      in competition with the business of the Company’s Entities (hereinafter
      "Competing
      Entities").

              


      

       

      
        	
                 
      

              	
                7.2.

              	
                Without
      derogating from the generality of the above, for the purpose of this
      Agreement, Competing Entities shall include any person or entity that are
      engaged in development, services, production, or commercial activities
      similar to those of the Company's
Entities.

              


      

       

      


      
        
          	
                  8.

                	
                  Non-Solicitation

                


        

      

       

      
        	
                 
      

              	
                8.1.

              	
                During
      the term of my service with the Company and thereafter for a period of 12
      months, I will not solicit or encourage or cause others to solicit or
      encourage any employees of the Company’s Entities to terminate their
      employment with the Company's Entities, and I will not assist any
      employees of the Company’s Entities to engage with any Competing
      Entities.

              


      

       

      
        	
                 
      

              	
                8.2.

              	
                During
      the term of my service with the Company and thereafter for a period of 12
      months, I will not solicit any customers of the Company’s Entities for any
      business that is similar to or competitive with business of the Company as
      then being conducted.

              


      

       

      


      
        
          	
                  9.

                	
                  No
      Conflicting
Obligations

                


        

      

       

      I will
not disclose to the Company any proprietary or confidential information
belonging to any third party, including any prior or current employer or
contractor, unless I have first received the written approval of that third
party and present it to the Company. I undertake not to perform any activity
related to my service with the Company on the premises of any third party, or
while using any equipment or materials that belong to any such third party,
unless instructed to do so by the Company.

       

      


      
        
          	
                  10.

                	
                  Third
      Party Information

                


        

      

       

      I
recognize that the Company has received and will in the future receive from
third parties their confidential or proprietary information, subject to a duty
on the Company’s part to maintain the confidentiality of such information and to
use it only for certain limited purposes.  I agree to hold all such
confidential or proprietary information in the strictest confidence and not to
disclose it to any person or entity or to use it except as necessary in carrying
out my services for the Company, consistent with the Company’s agreement with
such third party.

       

      


      
        
          	
                  11.

                	
                  Breach
      of Obligation

                


        

      

       

      I am
aware that a breach of any of the obligations under this Agreement will cause
the Company or the Company’s Entities’ serious and irreparable harm, to which no
monetary compensation can be an appropriate remedy. Therefore, I agree that if
such a breach occurs, the Company shall be entitled, without prejudice, to take
all legal means necessary, including any injunctive relief, to restrain any
continuation or further breach of this Agreement, without any objection from my
side.

      
         

        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          
             

            - 13 -


          

        

      

      


      
        
          	
                  12.

                	
                  Assignment

                


        

      

       

      This
Agreement may be assigned by the Company. I may not assign or delegate my
obligations under this Agreement, without the Company's prior written
approval.

       

       

      
        
          	
                  13.

                	
                  Governing
      Law

                


        

      

       

      This
Agreement shall be construed under the laws of the State of Israel.

       

      


      
        
          	
                  14.

                	
                  Survival

                


        

      

       

      Unless
specifically limited under the provisions in this Agreement, my obligations
under this Agreement shall remain in full force during my service with the
Company and following the termination, for any reason, of my service with the
Company.

       

      


      
        
          	
                  15.

                	
                  Condition
      to Engagement

                


        

      

       

      I
acknowledge that the execution of this Agreement is a condition to the Company's
engagement with me and the disclosure of any Confidential
Information.

       

      


       

      
        	
                Signature:

              	
                /s/
      Yossi
      Raz                           
      

              	 
      	 
      
	
                Name:

              	
                Yossi
      Raz