Personal
Employment Agreement


 


This
Personal Employment Agreement (“Agreement”) is entered into as of February 18, 2018, by and between One World
Cannabis Ltd. (the “Company”) and Oron Yacoby Zeevi (the “Employee”).


 


		1.	Position.
                                         The Employee will serve in the position described in Exhibit A and shall
                                         be under the direction of the person stated in Exhibit A, or such other
                                         person as shall be decided by the Company from time to time. The Employee undertakes
                                         to perform his/her duties diligently, conscientiously and in furtherance of the Company’s
                                         best interests. 



 


		2.	Full
Time Employment. The Employee is employed on a part time basis in a scope of 40% of a full-time position. The Employee may
engage in other paid or unpaid employment, occupation or other business activities which are not in the field of medical and pharmaceutical
formulations derived from and or utilizing cannabis and its CBD and or THC components, either natural or synthetic, and delivery
systems specifically developed for the administration of the above. For the avoidance of doubt, this also incorporates formulations
or carriers developed in the course of the work of the company, which have medical effect, even if such formulations or carriers
do not contain the above-mentioned cannabis components (the “Field of Business”). If the Employee has or develops
ideas or inventions, not in the Field of Business, which Employee believes may be of interest to the Company, Employee may offer
these to the Company (the “Offer”), at Employee’s sole discretion. The company may choose to negotiate
the terms of such Offer with the Employee for a period of 6 months from the time of the Offer. If the Company declines the Offer,
it shall issue a formal release to the Employee declaring that such Offer is the sole property of the Employee. Any engagement
in the Field of Business shall be subject to the Company’s prior written approval which shall be in its sole discretion.



 


		3.	Employee’s
                                         Representations and Undertakings. The Employee represents that the execution and
                                         delivery of this Agreement and the fulfillment of its terms: (i) will not constitute
                                         a default under or conflict with any agreement or other instrument to which the Employee
                                         is a party or by which the Employee is bound, including, without limitation, any confidentiality
                                         or non-competition agreement; and (ii) will not require the consent of any person or
                                         entity. The Employee undertakes to inform the Company immediately after becoming aware
                                         of any matter that may in any way raise a conflict of interest between the Employee and
                                         the Company. The Employee shall not receive any payment, compensation or benefit from
                                         any third party in connection, directly or indirectly, with the Employee’s position
                                         in the Company. The Employee further acknowledges and agrees (i) to the transfer of any
                                         information concerning the Employee and held by the Company to a database (including
                                         a database located abroad) and to third parties in general, as is reasonable for business
                                         purposes or in pursuit of the Company’s business interests; (ii) to travel abroad
                                         from time to time if and as may be required pursuant to his/her position; (iii) to adhere
                                         to any applicable law or provision, pertaining to his/her employment; (iv) to protect
                                         the good name of the Company and not to perform any act that may bring the Company into
                                         disrepute; (v) to use any equipment (such as lap top) and access to systems (such as
                                         email system) provided to the Employee by the Company for purposes related to the Employee’s
                                         employment (and the Employee acknowledges and agrees that such equipment and systems
                                         may be reasonably monitored by the Company for business purposes and the Employee should
                                         not expect a right of privacy therein).



 






    	 



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		4.	Term
                                         and Termination. The Employee’s employment with the Company began, or will
                                         begin, on the date set forth in Exhibit A (the “Start Date").
                                         Either party may terminate this Agreement and the employment relationship hereunder at
                                         any time by giving the other party prior written notice of termination of such number
                                         of days as set forth in Exhibit A (the “Notice Period”).
                                         Notwithstanding the aforesaid, the Company is entitled to terminate this Agreement and
                                         the employment relationship with immediate effect or at any time during the Notice Period
                                         upon a written notice to the Employee and payment to the Employee of a one time amount
                                         equal to the Salary the Employee would have been entitled to receive in respect of the
                                         portion of the Notice Period which was forfeited, in lieu of such prior notice period.



 


Notwithstanding
the aforesaid, in the event of a Cause (as defined below), the Company will be entitled to terminate this Agreement immediately
and this Agreement and the employment relationship will be deemed effectively terminated as of the time of delivery of such notice
(subject to any minimal mandatory notice requirement under applicable law) and the Company shall have no obligation to pay any
compensation during or in lieu of the notice period. The term “Cause” means: (i) the Employee engages in any
act of dishonesty, fraud, misrepresentation, or intentional illegal conduct; (ii) the Employee’s violation of any law or
regulation applicable to the Company’s business; (iii) any unauthorized use or disclosure by the Employee of the Company’s
confidential information or trade secrets or any other breach of the Proprietary Information, Assignment of Inventions and Non-Competition
Agreement attached as Exhibit B hereto; (iv) a material breach by the Employee of any agreement between the Employee
and the Company; (v) a failure by the Employee to comply with the Company’s written policies or rules; or (vi) any circumstances
which allow for termination without severance payment under applicable law.


 


During
the Notice Period, this Agreement will remain in full force and effect and there will be no change in Employee’s position
with the Company or any obligations hereunder, unless otherwise determined by the Company in a written notice to Employee, and
the Employee will cooperate with the Company and use the Employee’s best efforts to assist the integration into the Company’s
organization of the person or persons who will assume the Employee’s responsibilities. Upon termination of the employment
for any reason or cause whatsoever, Employee shall immediately surrender to the Company all property, equipment, documents and
information in his/her possession or disposal, as such may have been delivered to him/her during or due to his/her employment
with the Company, and Employee shall have no rights of lien or possession in respect thereof.


 


		5.	Proprietary
                                         Information; Confidentiality and Non-Competition. The Employee shall, simultaneously
                                         herewith, execute and deliver, and hereby agrees to be bound by the provisions of, the
                                         Proprietary Information, Assignment of Inventions and Non-Competition Agreement attached
                                         in Exhibit B hereto, the terms of which will survive termination of this
                                         Agreement. 



 


		6.	Salary.
                                         The Company will pay the Employee a gross monthly salary in the amount set forth in Exhibit
                                         A (the “Salary”). Except as specifically set forth herein,
                                         the Salary includes any and all payments to which Employee is entitled hereunder and
                                         under any applicable laws, regulations or agreements. Payment of the Salary will be made
                                         no later than the 9th day of each calendar month after the month for which
                                         the Salary is paid, after deduction of applicable taxes and any amounts deductible under
                                         this Agreement. 



 


		7.	Social
                                         Benefits. The Company shall, on a monthly basis, pay to a pension scheme for the
                                         benefit of the Employee and shall deduct from the Employee’s Salary a respective
                                         payment towards such pension scheme (the “Pension Scheme”). The contributions
                                         to the Pension Scheme will be as follows: 



 


		(i)	The
                                         Company will pay an amount equal to 8 1/3% (eight percent and one third of a percent)
                                         of the Salary as a severance pay component;



 






    	 



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		(ii)	In
                                         case of a Pension Scheme of a managers insurance type (and not a pension fund), the Company
                                         shall pay for a disability insurance in an amount of 2.5% of the Salary or a lower amount
                                         as required to insure 75% of the Salary (the “Disability Insurance Component”);



 


		(iii)	The
                                         Company will pay towards a savings component (A) an amount equal to 6.5% of the Salary
                                         in case the Pension Scheme is through a pension fund or (B) an amount equal to 6.5% of
                                         the Salary less the Disability Insurance Component, but in no event less than 5%, in
                                         case of a managers insurance type Pension Scheme; and



 


		(iv)	The
                                         Company shall deduct from the net Salary an amount equal to 6% of the Salary which amount
                                         shall be allocated to a savings component.



 


All
payments to the Pension Scheme will be made in compliance with Section 14 of the Severance Compensation Law, 1963 (“Section
14”), and in accordance with the general approval of the Labor Minister dated June 9, 1998, promulgated under said Section
14, a copy of which is attached hereby as Exhibit C, and the terms of Section 14 and said general approval will
apply to the relationship hereunder. Therefore, the ownership of the Pension Scheme will be transferred to the Employee following
termination of employment and the Company will not be entitled to retrieve any of the funds it transferred to the Pension Scheme,
other than in accordance with Section 14 and said general approval, and the transfer of the Pension Scheme to the ownership of
the Employee will be the full and only compensation to be paid by the Company to the Employee in such circumstances in respect
of severance pay.


 


		8.	Vacation.
                                         The Employee will be entitled to that number of vacation days per year set forth in Exhibit
                                         A. The Company will be entitled to direct the use of the vacation days, at its
                                         discretion. Right to accumulate unused vacation days shall be as decided by the Company
                                         from time to time and the Company shall be entitled to change its policy in that respect
                                         without any liability to the Employee. It is the Company’s current policy to allow
                                         the Employee to accumulate any unused vacation days up to the number of vacation days
                                         specified in Exhibit A and once the Employee has reached such accumulation
                                         no additional vacation days will be accumulated, but rather be forfeited. The Employee
                                         will not be entitled to redemption of accumulated and unused vacation days, except in
                                         the event of termination of employment and then only in accordance with applicable law.



 


		9.	Recreation
                                         Pay. The Employee will be entitled to recreation pay (Dmei Havra’a) in accordance
                                         with applicable law. 



 


		10.	Additional
                                         Benefits. The Employee may be entitled to additional benefits if and only to the
                                         extent set forth in Exhibit A.



 


		11.	Policies
                                         and Guidelines. The Employee undertakes to abide by and at all times be in compliance
                                         with the policies, guidelines and regulations which are and shall be established by the
                                         Company.



 


		12.	General.
                                         Headings in this Agreement are included for reference purposes only and are not to be
                                         used in interpreting this Agreement. The exhibits to this Agreement constitute an integral
                                         part thereof. Subject to applicable law, no collective bargaining agreement will apply
                                         to the relationship between the parties, whether such agreement was signed among the
                                         government, the General Federation of Labor and Employers organizations, or any of such
                                         parties, or whether signed by others, in relation to the field or fields of the business
                                         of the Company or in relation to the position held by or the profession of the Employee.
                                         No failure, delay of forbearance of either party in exercising any power or right hereunder
                                         will in any way restrict or diminish such party’s rights and powers under this
                                         Agreement, or operate as a waiver of any breach or nonperformance by either party of
                                         any terms or conditions hereof. In the event it is determined under any applicable law
                                         that a certain provision set forth in this Agreement is invalid or unenforceable, such
                                         determination will not affect the remaining provisions of this Agreement unless the business
                                         purpose of this Agreement is substantially frustrated thereby. This Agreement constitutes
                                         the entire understanding and agreement between the parties, supersedes any and all prior
                                         discussions, agreements and correspondence with regard to the subject matter hereof,
                                         and may not be amended, modified or supplemented in any respect, except by a subsequent
                                         writing executed by both parties. The Employee acknowledges and confirms that all terms
                                         of Employee’s employment are personal and confidential, and undertakes to keep
                                         such terms in confidence and refrain from disclosing such terms to any third party.



 




    	 



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The
Employee acknowledges that this Agreement, together with the Exhibits thereto, constitutes a due notice to the Employee of the
terms of employment, as required under law.


 


העובדת
מצהירה בזאת, כי השפה האנגלית
מוכרת לה ואינה זקוק לתרגום
לשפה אחרת וכי קראה והבינה
את כל האמור בהסכם זה על
נספחיו. 


 





 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.


 





	One World Cannabis Ltd.	 	Oron
    Yacoby Zeevi /s/
	 	 	 	 
	By:	Mordechai
        Bignitz /s/

        
	 	Signature
	Title:	CEO	 	 




 


 




    	 



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Exhibit
A to Personal Employment Agreement


 


	Employee
    Name	Oron
    Yacoby Zeevi, ID# 056738511
	 	 
	Address	204
    Hanarkisim, Bitsaron, Israel
	 	 
	Position
    	Chief
    Scientific Officer
	 	 
	Under
    the Direction 	CEO
	 	 
	Start
    Date	February
    18, 2018
	 	 
	Scope
    of Employment	The
    scope of employment shall be 2 days a week, on such days and times as shall be coordinated between the Company and the Employee
    from time to time.
	 	 
	Prior
    Notice	One
    month. However, during the first three months of employment the notice period shall be the minimum notice period under applicable
    law.
	 	 
	Salary
    (NIS)	The
    Employee shall be entitled to a gross monthly salary of NIS 18,750 (the “Base Salary”). In addition, in
    consideration for overtime hours that the Employee may work during the month the Employee shall receive a global payment of
    NIS 6,250 per month (the “Global Overtime Compensation”, and together with the Base Salary, the “Salary”).
    The Global Overtime Compensation has been determined based on Company’s estimation of the average of overtime hours
    per month that the Employee’s position may require. 
	 	 
	Annual
    Vacation Days 	24
    annual vacation days for a full time position, as shall be adjusted for the actual scope of employment. Employee may accumulate
    at any time unused vacation days in the aggregate number equal to no more than twice the number of the annual vacation days
    he is entitled to receive.
	 	 
	Cellular
    Phone	Company
    shall reimburse Employee for expenses related to use of cellular phone in accordance with a company policy in that respect,
    as may be changed from time to time, subject to the submission by the Employee of applicable invoices.
	 	 
	Transportation	The
    employee will be entitled to payment for transportation from and to work in the amount of NIS 300 per month.
	 	 
	Options	The
        Company shall recommend the Board of Directors of its parent company, OWC Pharmaceutical Research Corp. (the “Board”
        and “Parent”, respectively) to grant the Employee options (the “Options”) to purchase
        up to 1,500,000 shares of Common Stock of the Parent (as may be adjusted due to stock split, reverse stock split and the
        like), under the Parent’s stock incentive plan (the “Plan”). The grant of the Options shall be
        subject to the approval of the Board, at its sole discretion. The Options shall vest over a 3-year period from the vesting
        start date determined by the Board (which shall not be earlier than the Start Date), such that 500,000 Options shall vest
        upon the one year anniversary of the Start Date and the remaining Options shall vest in eight equal installments at the
        end of each 3-month period thereafter, in each case, provided that the Employee continues to be employed by the Company
        at the applicable date of vesting. Additional conditions for exercise may apply. The exercise price per share of the Options
        shall be determined by the Board. The Options shall be subject to the terms of the Plan and their grant shall further
        be subject to the signing by the Employee of an applicable option agreement and such other grant documents in the forms
        provided by the Company. Upon cessation of Employee’s employment, any unvested portion of the Option shall immediately
        expire and any vested portion may be exercisable in the manner and for the period as shall be specified in the grant documents
        to be provided by the Company.

         

        All
        tax consequences arising from the grant, exercise of the Options or the payment of the exercise price of the Options shall
        be borne solely by the Employee and the Company and/or Parent shall withhold taxes according to the requirements under
        the applicable laws, rules, and regulations, including withholding taxes at source, all as shall be detailed in the Plan
        and/or an option grant agreement to be executed between the parties.

        



 




    	 



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Exhibit
B to Personal Employment Agreement


 


Proprietary
Information, Confidentiality and Non-Competition Agreement 


 


between
the Employee and One World Cannabis Ltd.


 


 


	 	Employee’s
    Name	Oron
    Yacoby Zeevi


 


 


		1.	Capitalized
                                         terms herein will have the meanings given to them in the Personal Employment Agreement
                                         to which this Exhibit is attached (the “Agreement”). The term Company
                                         will include also all subsidiaries and affiliates of the Company, as applicable, which
                                         are deemed third party beneficiaries of this Agreement. The Employee’s obligations
                                         and the Company’s rights under this Exhibit will apply as of the beginning of the
                                         engagement between the Company and the Employee, regardless of the Start Date or the
                                         date of execution of the Agreement or this Exhibit. 



 


Confidentiality;
Proprietary Information


 


		2.	The
                                         Employee acknowledges and agrees that Employee may have access to confidential and proprietary
                                         information concerning the business and financial activities of the Company, including
                                         without limitation information relating to the Company’s research and development
                                         activities, investments, properties, employees, marketing plans, customers, suppliers,
                                         trade secrets, test results, processes, data, know-how, improvements, inventions, techniques,
                                         intellectual property and products (actual or planned). Such information, whether documentary,
                                         written, oral or computer generated, will be referred to as “Proprietary Information”.
                                         However, Proprietary Information will exclude information that Employee can demonstrate
                                         (i) was known to Employee prior to Employee’s association with the Company (except
                                         if related in any way to the Company, including without limitation to the Company’s
                                         current and/or contemplated business, services, products and/or activities); or (ii)
                                         is or will become part of the public knowledge except as a result of the breach of the
                                         Agreement or this Exhibit by the Employee.



 


		3.	The
                                         Employee recognizes that the Company may receive confidential or proprietary information
                                         from third parties, 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. In connection with
                                         such duties, such information will be deemed Proprietary Information hereunder, mutatis
                                         mutandis. The Employee will not, during his/her employment with the Company, improperly
                                         use or disclose any proprietary information or trade secrets of any former or concurrent
                                         employer or other person or entity and will not bring onto the premises of the Company
                                         any unpublished document or proprietary information belonging to any such employer, person
                                         or entity unless consented to in writing by such employer, person or entity.



 


		4.	The
                                         Employee agrees that all Proprietary Information and any patents, trademarks, copyrights
                                         and other intellectual property and ownership rights in connection therewith are and
                                         will be the sole property of the Company and its assigns. At all times, during Employee’s
                                         engagement by the Company and thereafter, the Employee will keep in confidence and trust
                                         all Proprietary Information and will not use or disclose Proprietary Information or anything
                                         relating to it without the written consent of the Company, except as may be necessary
                                         in the ordinary course of performing Employee’s duties under the Agreement.



 


		5.	Upon
                                         termination of the Employee’s employment with the Company, the Employee will promptly
                                         deliver to the Company all documents and materials of any nature pertaining to Employee’s
                                         work with the Company, and will not retain any documents or materials or copies thereof
                                         containing any Proprietary Information.



 






    	 



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For
the avoidance of doubt, Employee’s undertakings set forth in Sections 2-5 shall remain in full force and effect after termination
of the Agreement (for any reason whatsoever) or any renewal thereof.


 


Disclosure
and Assignment of Inventions


 


		6.	From
                                         and after the date the Employee first became employed by the Company, the Employee undertakes
                                         and covenants that the Employee will promptly disclose in confidence to the Company all
                                         inventions, improvements, developments, original works of authorship, designs, concepts,
                                         techniques, methods, systems, processes, know how, computer software programs, databases,
                                         mask works, trade secrets, discoveries and any other intellectual creations that are
                                         related to the Company’s Field of Business (“Inventions”), whether
                                         or not patentable, copyrightable or protectable as trade secrets, that are made or conceived
                                         or first reduced to practice or created by Employee, either alone or jointly with others
                                         during the course of or in connection with Employee’s employment with the Company.
                                         The Employee undertakes not to disclose to the Company any confidential information of
                                         any third party and not to make any use of any intellectual property rights of any third
                                         party in the framework of the Employee’s employment by the Company. 



 


		7.	Without
                                         derogating from applicable law, the Employee agrees that all Inventions, whether or not
                                         patentable, copyrightable or protectable as trade secrets, that are made or conceived
                                         or first reduced to practice or created by Employee, either alone or jointly with others,
                                         during the course of or in connection with Employee’s employment with the Company
                                         that: (a) are developed in whole or in part on Company’s time or using equipment,
                                         supplies, facilities, resources or Proprietary Information of the Company, (b) result
                                         from or are suggested by any task assigned to Employee or any work performed by the Employee
                                         for or on behalf of the Company or by the scope of Employee’s duties and responsibilities
                                         with Company, or (c) relate to the Field of Business (as defined in the Agreement), will
                                         be the sole and exclusive property of the Company and the Employee will have no rights
                                         in or thereto (“Company Inventions”).



 


		8.	The
                                         Employee has listed below in this Section 8 a complete list of all inventions to which
                                         he claims ownerships (the “Prior Inventions”) and that the Employee
                                         desires to remove from the operation of this Exhibit, and acknowledges and agrees that
                                         such list is complete. If no such list is attached to this Exhibit, the Employee represents
                                         that he has no such Inventions at the time of signing this Agreement. The Prior Inventions,
                                         if any, patented or unpatented, are excluded from the scope of this Exhibit. If, in the
                                         course of employment with the Company, the Employee incorporates a Prior Invention into
                                         a Company product, process or machine, the Company is hereby granted and shall have a
                                         nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to
                                         sublicense through multiple tiers of sublicensees) to make, have made, modify, use and
                                         sell such Prior Invention. Notwithstanding the foregoing, the Employee agrees that the
                                         Employee will not incorporate, or permit to be incorporated, Prior Inventions in any
                                         Company Inventions without the Company’s prior written consent. The Employee hereby
                                         represents and undertakes that none of his/her previous employers or any entity with
                                         whom the Employee was engaged, has any rights in the Inventions or Prior Inventions and
                                         such employment with the Company will not grant any of them any right in the results
                                         of the Employee’s work.



 


Prior
Inventions: [fill-in, if any.]


 


_____
Extractions and derivatives thereof from medicinal plants, excluding cannabis, for medical uses;


 


Production
of CBG; Formulations of CBG; Medical uses of CBG; 


 


Formulations
for the sub-cutaneous and transdermal delivery of drugs; 


 






    	 



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		9.	The
                                         Employee hereby irrevocably transfers and assigns to the Company, without further compensation,
                                         all worldwide patents, patent applications, copyrights, mask works, trade secrets and
                                         other intellectual property rights in any Company Invention, and waives any and all moral
                                         rights that Employee may have in or with respect to any Company Invention related only
                                         to the scope of work with the company and its field of business. The Employee hereby
                                         irrevocably, unconditionally and expressly waives any right and/or claim to any consideration
                                         or compensation whatsoever with regard to the Company Inventions and the assignment,
                                         use or commercialization thereof, including without limitation any royalty payment and
                                         other payment with respect thereto (and including without limitation under Section 134
                                         of the Israeli Patent Law, 1967). The Employee agrees and understands that the Salary
                                         (set forth in Exhibit A) includes adequate compensation for any transfer or assignment
                                         made by the Employee, if any, pursuant to this Section 9. 



 


The
Employee agrees to assist the Company, at the Company’s expense, in every proper way to obtain for the Company and enforce
patents, copyrights, mask work rights, and other legal protections for the Company’s Inventions in any and all countries.
The Employee will execute any documents that the Company may reasonably request for use in obtaining or enforcing such patents,
copyrights, mask work rights, trade secrets and other legal protections. Such obligation will continue beyond the termination
of the Employee’s employment with the Company. The Employee hereby irrevocably designates and appoints the Company and its
officers and agents as the Employee’s agent and attorney in fact, coupled with an interest to act for and on Employee’s
behalf and in Employee’s stead to execute and file any document needed to apply for or prosecute any patent, copyright,
trademark, trade secret, any applications regarding same or any other right or protection relating to any Proprietary Information
(including Company Inventions), and to do all other lawfully permitted acts to further the prosecution and issuance of patents,
copyrights, trademarks, trade secrets or any other right or protection relating to any Proprietary Information (including Company
Inventions), with the same legal force and effect as if executed by the Employee.


 


Non-Competition;
Non-Solicitation


 


		10.	Employee
                                         agrees and understands that the Employee’s Salary (set forth in Exhibit A) includes
                                         adequate compensation for his/her undertakings under this Section 10. Therefore, in order
                                         to enable the Company to effectively protect its Proprietary Information, the Employee
                                         undertakes that, so long as Employee is employed by the Company and for a period of twelve
                                         (12) months thereafter, the Employee will not, directly or indirectly, as owner, employee,
                                         agent, or in any capacity whatsoever engage in, become financially interested in, be
                                         employed by, render services or assists to, or have any connection with, any person,
                                         corporation, business or venture that is engaged in any activities involving services,
                                         products, information, processes, technology or equipment that are competitive to those
                                         of the Company in the Field of Business; provided, however, that Employee may own securities
                                         of any publicly traded corporation in an amount not to exceed three percent of any class
                                         of stock or securities of such company, and so long as Employee has no active role in
                                         such corporation in any capacity.



 


		11.	The
                                         Employee agrees and undertakes that during the period of Employee’s employment
                                         and for a period of twelve (12) months thereafter, the Employee will not, directly or
                                         indirectly, including personally or in any business in which Employee is an officer,
                                         director or shareholder, for any purpose or in any place solicit (i) for employment any
                                         person employed by the Company (or retained by the Company as a consultant, if such consultant
                                         is prevented thereby from continuing to render its services to the Company in the manner
                                         provided immediately before) on the date of such termination or during the preceding
                                         twelve (12) months, and (ii) the business of any customer of the Company for the purpose
                                         of offering services or products which compete with the services or products supplied
                                         to such customer by the Company.



 


Reasonableness
of Protective Covenants; Remedies for Breach


 


		12.	Insofar
                                         as the protective covenants set forth in this Exhibit are concerned, the Employee specifically
                                         acknowledges, stipulates and agrees as follows: (i) the protective covenants are reasonable
                                         and necessary to protect the goodwill, property and Proprietary Information of the Company,
                                         and the operations and business of the Company; and (ii) the time duration of the protective
                                         covenants is reasonable and necessary to protect the goodwill and the operations and
                                         business of Company, and does not impose a greater restrain than is necessary to protect
                                         the goodwill or other business interests of the Company. Nevertheless, if any term contained
                                         in this Exhibit B will for any reason be held to be excessively broad with regard to
                                         time, geographic scope or activity, such term will be construed in a manner to enable
                                         it to be enforced to the extent compatible with applicable law.



 






    	 



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		13.	The
                                         Employee acknowledges that the legal remedies for breach of the provisions of this Exhibit
                                         may be found inadequate and therefore agrees that, in addition to all of the remedies
                                         available to the Company in the event of a breach or a threatened breach of any of such
                                         provisions, the Company may also, in addition to any other remedies which may be available
                                         under applicable law, obtain temporary, preliminary and permanent injunctions against
                                         any and all such actions.



 


		14.	The
                                         Employee recognizes and agrees: (i) that this Exhibit is necessary and essential to protect
                                         the business of the Company and to realize and derive all the benefits, rights and expectations
                                         of conducting the Company’s business; (ii) that the area and duration of the protective
                                         covenants contained herein are in all things reasonable; and (iii) that good and valuable
                                         consideration exists under the Agreement, for the Employee’s agreement to be bound
                                         by the provisions of this Exhibit.



 


IN
WITNESS WHEREOF the Employee has signed this Proprietary Information, Confidentiality and Non-Competition Agreement as of
the date first hereinabove set forth.


 


 


Oron
Yacoby Zeevi /s/


 




    	 



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