**Exhibit10.1**

** **

**COMPANYCONFIDENTIAL**

 

CONSULTANCY AGREEMENT

 

THIS CONSULTANCYAGREEMENT (“Agreement”) is made as of the 1st day of July, 2002 between MoreEnergy Ltd. (the “Company”) and JSW Consulting Inc.. (the “Consultant”),(together with the Company, the “Parties”, and each individually a “Party”).

 

W I T N E S S E T H:

 

WHEREAS, theCompany desires to engage the services of the Consultant to advise the Companyon management, financial and business development of the Company;

 

WHEREAS, theConsultant is willing and able to undertake engagement with the Company subjectto the terms and conditions stated herein.

 

NOW, THEREFORE,the Company and the Consultant agree as follows:

 

1.             Services.

 

(a)          The services to be provided by theConsultant hereunder (the “Services”) shall be:

 

(i)            toadvise and assist the company on management and business development policy andissues;  and

 

(ii)           toadvise and assist the company in the area of financing; and

 

(iii)          toadvise and assist the company in managing its relationship with legal,financial and business advisers; and

 

(iii)          toprovide such additional services relating to the management of the company asthe Company may request from time to time, (the “Additional Services”), asmutually agreed between the Company and the Consultant.

 

(b)          It is expressly understood that theCompany is not engaging the Consultant to provide legal advice or perform legalservices and that the Consultant shall not serve as the Company’s legal advisoror attorney in any capacity. Furthermore the Consultant’s relationship with theCompany is as an independent contractor and not as an employee and the partiesdo not intend to create an employee employer relationship as a result of thisAgreement.

 

2.             Term.  This Agreement shall have an initial term(the “Base Term”) of eighteen (18) months, commencing on the date first writtenabove.  The Base Term shall beautomatically extended for additional twelve (12) month periods unlessterminated by a written executed letter of termination by either Party thirtydays prior to the end of the respective term period.  The Base Term and any renewal terms are collectively referred toherein as the “Term”.

 

3.             Compensation.  During the Term, the Company shall pay theConsultant in accordance with the following:

 

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(a)          Retainer.  The Company shall pay to the Consultant a monthly retainer equalto Twelve thousands US Dollars (US$ 12,000) (the “Retainer”).  The amount of the Retainer shall be paidmonthly prorated for any partial calendar month of the Term.  Payment of the Retainer to the Consultantshall be made on the date of this Agreement, and on the first day of eachsubsequent calendar month during the Term in US Dollars.

 

(b)          Expenses: The Company will pay for anybusiness expenses incurred by the Consultant n the performance of hisConsulting services hereunder. The Consultant will be entitled to a cellularphone on account of the Company as well as a Company credit card to be usedonly in the case of foreign travel for the Company. The Consultant shall travelbusiness class when traveling abroad for the Company.

 

(c)          The Company shall also pay to theConsultant any applicable Value Added Tax against appropriate documentation.

 

4.             Termination by theConsultant.   In the event of thefailure in any material way of the Company to fulfill any of its materialobligations under this Agreement (hereinafter “Breach”), the Consultant, afterfurnishing the Company with thirty (30) days prior written notice and theopportunity to cure, shall be entitled to terminate this Agreement (and thusterminate the Term) in the absence of any cure by the Company.

 

5.             Termination by theCompany.   During the Term or anextended term, the Company shall be entitled, by thirty days notice in writing,to terminate this Agreement for any reason whereupon this Agreement shallterminate thereafter immediately and the Company shall no longer be obligatedto make further payments to the Consultant except for any accrued and unpaidamounts due to the Consultant prior to such date.

 

6.             Company Matters,Restrictive Covenants.

 

(a)          Non-Compete.  The Consultant hereby acknowledges and recognizes that theservices the Consultant is to render are of a special character with a uniquevalue to the Company, the loss of which cannot adequately be compensated bydamages in an action at law.  In lightof the foregoing, and because of the proprietary or confidential information tobe obtained by or disclosed to the Consultant, the Consultant covenants and agreesthat during the term of this Agreement and for one year thereafter, he shallnot engage in or assist others to engage in any activity which is competitivewith the business of the Company or its affiliates.

 

(b)          Confidentiality.  The Consultant and the Company shall notdisclose to any other Party the terms of this Agreement, without the priorwritten consent of the Company or as otherwise required by law.

 

7.             Miscellaneous.

 

(a)          Entire Agreement, Binding Effect.  This Agreement sets forth the entireunderstanding between the Parties as to the subject matter of this Agreementand merges and supersedes all prior agreements, commitments, representations,writings and discussions between them; and neither of the Parties shall bebound

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by any obligations, conditions, warranties orrepresentations with respect to the subject matter of this Agreement, otherthan as expressly provided in this Agreement or as duly set forth on orsubsequent to the date hereof in writing and signed by the proper and dulyauthorized representative of the Party to be bound hereby.  This Agreement is binding on the Consultantand on the Company and their respective successors and assigns (whether byassignment, by operation of law or otherwise).

 

(b)          Severability.  The Parties hereby agree that if anyparticular provision or section of this Agreement is adjudicated to be invalidor unenforceable, the remainder of the provisions and sections of thisAgreement shall not thereby be affected and shall be given full effect, withoutregard to the invalid or unenforceable provisions.

 

(c)          Notices.  All notices, approvals, consents, requests or demands required orpermitted to be given under this Agreement shall be in writing and shall be deemedsufficiently given three business days after being deposited in the mail,registered or certified, postage prepaid, on receipt if hand delivered or sentby facsimile (answer-back received) or one business day after being given to areputable overnight courier and addressed to the Party entitled to receive suchnotice at the following address (or other such addresses as the Parties maysubsequently designate):

 
| Company: |   | More Energy Ltd.                |
|----------|--------|---------------------------------|
|     |   | 14 Shabazi Street, P.O. Box 132 |
|     |   | Yehud, Israel, 56191            |
|     |   | Facsimile: (03) 632             |
|     |   | Attention: Israel Fisher, CFO   |

 
| Consultant: |   | JSW Consulting Inc.             |
|-------------|--------|---------------------------------|
|        |   | c/o 6 Even Shmuel Street        |
|        |   | Ramot, Jerusalem, Israel 97234  |
|        |   | Facsimile:   (02) 586 3921 |
|        |   | Email: jweiss@medisel.co.il     |

 

If notice is givenby any other written method, it shall be deemed effective when actuallyreceived.

 

(d)          Waivers.  No Party shall be deemed to have waived any right, power orprivilege under this Agreement or any provisions hereof unless such waivershall have been duly executed in writing and acknowledged by the Party to becharged with such waiver.  The failureof a Party at any time to insist on performance of any of the provisions ofthis Agreement shall in no way be construed to be a waiver of such provisions,nor in any way to affect the validity of this Agreement or any parthereof.  No waiver of any breach of thisAgreement shall be held to be a waiver of any other subsequent breach.

 

(e)          Governing Law; Jurisdiction.  This Agreement shall be governed by, andconstrued and enforced in accordance with, the laws of the State of Israel.

 

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(f)           Counterparts.  This Agreement may be executed in multiplecounterparts, each of which shall be deemed to be an original, and all suchcounterparts shall constitute but one instrument

 

IN WITNESS WHEREOF, the Parties have duly executedthis Agreement on the date first written above.

 
| JSW Consulting Inc |                   |
|--------------------|------------------------|
| By:                |  /s/ Jacob  Weiss |   |
| Name:              | Jacob Weiss            |   |
| Title:             |  President        |   |
|                    |                        |  |  |  |  |

 

 

More Energy Ltd.

 
| By:    |  /s/ Gennadi  Finkelshtain |   |
|--------|---------------------------------|--------|
| Name:  | Gennadi Finkelshtain            |   |
| Title: |   General  Manager         |   |
|   |                            |
| By:    |  /s/ Israel  Fisher        |   |
| Name:  | Israel Fisher                   |   |
| Title: | CFO                             |   |
|        |                                 |        |  |  |  |  |  |  |  |  |  |  |

 

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