EX 10.8


    
      MANAGEMENT
        SERVICES AGREEMENT

       

      This
        Management Services Agreement (this “Agreement”)
        dated
        as of September 30, 2007, by and between Energtek Inc., a company duly
        registered in the State of Nevada, USA with its address at 26 East Hawthorne
        Avenue, Valley Stream, NY 11580, USA (the "Company")
        and
        EuroSpark S.A., a Belgian corporation with address at Avenue Louise 109,
        Brussels 1050 Belgium (the “Provider”;
        the
        Company and the Provider collectively the “Parties”).

       

      WHEREAS Mr.
        Lev
        Zaidenberg (the “Manager”)
        has
        been elected President of the Company; 

       

      WHEREAS The
        Manager had been during several years administrateur delegue of the Provider
        and
        provides to the Provider services on a continuous basis; and

       

      WHEREAS The
        Provider is willing to provide the services of the Manager in accordance
        with
        the terms set forth herein and the Company desires to receive these services
        on
        an ongoing basis; and

       

      WHEREAS The
        Parties wish to set the terms and obligations of the Parties in this
        Agreement

       

      NOW,
        THEREFORE, in consideration of the promises and respective covenants and
        agreements of the Parties herein contained, and intending to be legally bound,
        the Parties hereto agree as follows:

       

      
        	1.	
                Engagement.  
                  The
                  Company hereby engages Provider, and Provider hereby accept such
                  engagement, according to the terms and conditions set forth in
                  this
                  Agreement.

              


      

       

      
        	2.	
                Position
                  and Duties.

              


      

       

      
        	
              	2.1.	
                The
                  Provider shall provide the Management Services (as defined in this
                  clause)
                  to the Company only through the Manager in
                  person.

              


      

       

      
        	
              	2.2.	
                During
                  the Term (as defined in Section 3
                  herein), the Manager will keep his position as President of the
                  Company
                  and his other positions in the Companies' subsidiaries,
                  

              


      

       

      
        	
              	2.3.	
                The
                  Provider shall cause the Manager to devote such time as required
                  to
                  fulfill his undertakings and provide the Management Services in
                  accordance
                  with this Agreement, provided, however, that the Manager shall
                  not be
                  required to devote more than two-thirds (2/3) of his business time
                  to the
                  performance of the Management Services.


              


      

       

      
        	
              	2.4.	
                The
                  Provider and the Manager agree that the Manager shall perform operational
                  and financial management of the Company and such other reasonable
                  duties,
                  consistent with his position, as may be assigned to him from time
                  to time
                  by the Board of Directors (the “Board”)
                  of the Company (the “Management
                  Services”).
                  The Manager shall be subordinate to and report to the Board
                  and

              


      

       


      
        
           

        

        
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      shall
        be
        given such authority as is appropriate to carry out the Management Services
        described herein.

       

      
        	
              	2.5.	
                Manager
                  shall be entitled to thirty (30) days of vacation during each Term
                  or
                  Extended Period (as such terms are defined
                  below).

              


      

       

      
        	
                3.

              	
                Term
                  of Agreement. Subject
                  to the provisions of Section 8 of this Agreement, the period of
                  engagement
                  commences on September 1, 2007 (the “Effective Date”) and ends the first
                  anniversary thereof (the “Term”) on the terms and subject to the
                  conditions set forth in this Agreement; provided, however, that
                  commencing
                  with such first anniversary and on each subsequent anniversary
                  (each an
                  “Extension Date”), the Term shall be automatically extended for an
                  additional one-year period (the “Extended Period”), unless the Company or
                  Provider provides written notice to the other party, at least 90
                  days
                  prior to Term or the next Extension Date (the “Notice Period”), that the
                  Term shall not be so extended. All the terms and conditions of
                  this
                  Agreement shall apply to any Extended Period, unless agreed otherwise
                  by
                  the Parties.

              


      

       

      
        	4.	
                Consideration
                  and Scale of Services.  In
                  consideration for the Management Services to be provided in accordance
                  with this Agreement, the Company shall pay the Provider, the consideration
                  as detailed herein ("the
                  Consideration"):

              


      

       

      
        	
              	4.1.	
                A
                  monthly payment of Six Thousand Six Hundred and 00/100 Euros
                  (€ 6,600.00) paid to the Provider on or before the last day of each
                  month, provided, however, that the Company shall withhold any amounts,
                  which it is obligated to withhold under any tax or other applicable
                  law.

              


      

       

      
        	
              	4.2.	
                The
                  Provider and/or the Manager shall be entitled to equity based stock
                  options or equity allocations and/or additional bonuses according
                  to the
                  Company's plans and decisions to be adopted from time to time,
                  commensurate with the Manager’s position and the work
                  performed.

              


      

       

      
        	
              	4.3.	
                The
                  Company will promptly reimburse the Manager and/or the Provider
                  for any
                  and all reasonable direct expenses incurred by the Manager and/or
                  the
                  Provider on behalf of the Company and/or in connection with the
                  performance of the Management Services, subject to the policy of
                  reporting
                  and approval to be agreed upon by the Parties.


              


      

       

      
        	
              	5.	
                Relationship
                  between the Parties (Independent Contractor; No Employer-Employee
                  Relationship).  It
                  is agreed upon and declared that the Manager and the Provider are
                  providing the Management Services as independent contractors, and
                  there
                  shall not be any employee-employer relationship between the Company
                  on one
                  hand and the Manager and/or the Provider on the other
                  hand.

              


      

       

      
        
           

        

        
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        	6.	
                Termination
                  of Agreement.  The
                  Provider and Manager’s employment hereunder may be terminated as
                  follows:

              


      

       

      
        	
              	6.1.	
                This
                  Agreement shall terminate in accordance with the provisions of
                  Section
                  3;

              


      

       

      
        	
              	6.2.	
                At
                  any time, each Party can terminate this Agreement without cause
                  upon 180
                  days prior written notice to the other
                  Party;

              


      

       

      
        	
              	6.3.	
                At
                  any time this Agreement may be terminated by the Company for cause
                  as
                  defined in clause 6.5 below.

              


      

       

      
        	
              	6.4.	
                At
                  any time this Agreement may be terminated by the Provider for cause
                  as
                  defined in clause 6.5 below.

              


      

       

      
        
          
            	
                  	6.5.	
                     

                  


          

           

          
            	
                  	6.5.1.	
                    The
                      term "cause" in the event of termination of the Manager's engagement
                      by
                      the Company means (i) any breach of Sections 10 of this Agreement
                      by the
                      Manager which has a material adverse effect on the Company
                      and which is
                      not or cannot be cured within thirty (30) days after notice
                      from the Board
                      of Managers of the Company thereof; (ii) commission of any
                      act of fraud,
                      embezzlement or dishonesty by the Manager that is materially
                      and
                      demonstrably injurious to the Company; (iii) any other intentional
                      misconduct by the Manager adversely affecting the business
                      or affairs of
                      the Company in a material manner. The term "intentional misconduct
                      by the
                      Manager adversely affecting the business or affairs of the
                      Company" shall
                      mean such misconduct that is detrimental to the business or
                      the reputation
                      of the Company as it is perceived both by the general public
                      and the
                      natural gas industry.

                  


          

        

      

       

      
        	
              	6.5.2.	
                The
                  term "cause" in the event of termination of the Manager's engagement
                  by
                  the Provider means (i) the change in job responsibilities of the
                  Manager
                  resulting in a reduction or constraint of the position, responsibilities
                  or compensation of the Manager , which demotion is caused by something
                  other than would be cause for termination of the Manager's engagement
                  by
                  the Company for cause (ii) any breach of Sections 2 or 4 of this
                  Agreement
                  by the Company and which is not or cannot be cured within thirty
                  (30) days
                  after notice from the Provider;

              


      

       

      
        	
              	6.6.	
                In
                  the event Manager is unable to perform the Management Services
                  for a
                  period of greater than 15 working
                  days;

              


      

       

      
        	
              	6.7.	
                Notwithstanding
                  anything herein to the contrary, each Party shall be entitled to
                  terminate
                  this Agreement by 30 day written notice to cure, in any of the
                  following
                  events: 

              


      

       

      
        	
              	6.7.1.	
                A
                  material breach of this Agreement that has not been cured within
                  the said
                  30 day period. 

              


      

       


      
        
           

        

        
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              	6.7.2.	
                Upon
                  the filing of a petition for bankruptcy, insolvency or a similar
                  action
                  not discharged within 60 days. 

              


      

       

      
        	7.	
                Cooperation
                  after Termination. Following
                  termination of the Agreement, upon request of the Company, the
                  Provider
                  and Manager shall reasonably cooperate with the Company in all
                  matters
                  relating to the winding up of pending work on behalf of the Company
                  and
                  the orderly transfer of work to other employees of the Company.
                  The
                  Manager and Provider shall also reasonably cooperate in the defense
                  of any
                  action brought by any third party against the Company that relates
                  in any
                  way to the Provider and/or Manager’s acts or omissions while employed by
                  the Company.

              


      

       

      
        	
                8.

              	
                Company
                  Policies. 

              


      

       

      
        	
              	8.1.	
                Provider
                  and Manager understand that the provisions of any employee handbooks,
                  personnel manuals and any and all other written statements of or
                  regarding
                  personnel policies, practices or procedures that are or may be
                  issued by
                  the Company or any official or department thereof from time to
                  time (the
                  “Company Policies”) do not and shall not constitute a contract of
                  employment and do not and shall not create any vested rights; that
                  any
                  such provisions may be changed, revised, modified, suspended, canceled,
                  or
                  eliminated by the Company at any time, in its sole discretion,
                  with or
                  without notice; and that such provisions constitute guidelines
                  only and
                  may be disregarded either in individual or company-wide situations
                  when,
                  in the sole opinion and judgment of the Company, circumstances
                  so
                  require.

              


      

       

      
        	
              	8.2.	
                Provider
                  and Manager shall comply with all applicable Company Policies,
                  which may
                  be in effect from time to time during the term of this Agreement.
                  Notwithstanding the foregoing, in the event of a conflict between
                  any such
                  Company Policies and the terms of this Agreement, the terms of
                  this
                  Agreement shall govern. If a provision in any policy conflicts
                  with this
                  Agreement, the terms of this Agreement shall prevail.
                  

              


      

       

      
        	
                9.

              	
                Creations
                  and Ideas.

              


      

       

      
        	
              	9.1.	
                The
                  Provider and Manager will maintain current and adequate written
                  records on
                  the development of, and disclose to the Company all Creations (as
                  herein
                  defined). The Provider and Manager have attached hereto, as Exhibit
                  A, a
                  list describing all Creations which were made by the Provider and
                  Manager
                  prior to his engagement with the Company (collectively referred
                  to as
                  “Prior Inventions”), which belong to the Provider and/or Manager, which
                  relate to the Company’s proposed business, products or research and
                  development, and which are not assigned to the Company hereunder
                  or were
                  not assigned to the Company before; or, if no such list is attached,
                  the
                  Provider and Manager represent that there are no such Prior Inventions.
                  The above mentioned Exhibit A addresses the Company's activities
                  in the
                  field of Natural Gas Transportation, Natural Gas vehicles and Natural
                  Gas
                  Storage. Should the Company enter new fields of activities, business,
                  products and/or research and development the Company will ask the
                  Manager
                  and the Provider to supply an additional list of Prior Inventions
                  in the
                  relevant new area.. If in the course of the Manager’s employment with the
                  Company, the Manager incorporates into a Company product, process
                  or

              


      

       


      
        
           

        

        
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      machine
        a
        Prior Invention owned by the Provider and/or Manager or in which the Provider
        and/or Manager have an interest, the Company is hereby granted and shall
        have a
        nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to
        make,
        have made, modify, use and sell such Prior Invention as part of or in connection
        with such product, process or machine. For purposes of this Agreement,
“Creations” shall mean all ideas, potential marketing and sales relationships,
        inventions, experiments, copyrightable expression, research, plans for products
        or services, marketing plans, reports, strategies, processes, computer software
        (including, without limitation, source code), computer programs, original
        works
        of authorship, characters, know-how, trade secrets, information, data,
        developments, discoveries, improvements, modifications, technology, algorithms,
        database schema, designs, and drawings, whether or not subject to patent
        or
        copyright protection, made, conceived, expressed, developed, or actually
        or
        constructively reduced to practice by the Provider and/or Manager solely
        or
        jointly with others prior to the Agreement with the Company or during the
        Agreement, which refer to, are suggested by, or result from any work which
        (i)
        the Provider and/or Manager have performed prior to the Term of this Agreement,
        (ii) the Provider and/or Manager may perform during the Agreement, or (iii)
        from
        any information obtained from the Company or any affiliate of the Company.
        

       

      
        	
              	9.2.	
                Except
                  as set forth above, the Creations shall be the exclusive property
                  of the
                  Company, and the Provider and Manager acknowledge that all of said
                  Creations shall be considered as “work made for hire” as that term is
                  defined in the United States Copyright Act (17 USCA, Section 101)
                  belonging to the Company. To the extent that any such Creations,
                  under
                  applicable law, may not be considered work made for hire by the
                  Provider
                  and/or Manager for the Company, the Provider and Manager hereby
                  agree to
                  assign and, upon its creation, automatically and irrevocably assigns
                  to
                  the Company, without any further consideration, all right, title
                  and
                  interest in and to such materials, including, without limitation,
                  any
                  copyright, other intellectual property rights, moral rights, all
                  contract
                  and licensing rights, and all claims and causes of action of any
                  kind with
                  respect to such materials. The Company shall have the exclusive
                  right to
                  use the Creations, whether original or derivative, for all purposes
                  without additional compensation to the Manager or Provider. The
                  Provider
                  and Manager will assist the Company in every proper way to perfect
                  the
                  Company’s rights in the Creations and to protect the Creations throughout
                  the world, including, without limitation, executing in favor of
                  the
                  Company or any designee(s) of the Company patent, copyright, and
                  other
                  applications and assignments relating to the Creations.
                  

              


      

       

      
        	
              	9.3.	
                Should
                  the Company be unable to secure the Provider and/or Manager’s signature on
                  any document necessary to apply for, prosecute, obtain, or enforce
                  any
                  patent, copyright, or other right or protection relating to any
                  Creation,
                  whether due to the Manager’s mental or physical incapacity or any other
                  cause, Provider and Manager hereby irrevocably designate and appoint
                  the
                  Company and each of its duly authorized officers and agents as
                  the
                  Provider and Manager’s agent and attorney in fact, to act for and in the
                  Manager’s behalf and stead and to execute and file any such document, and
                  to do all other lawfully permitted acts
                  to

              


      

       


      
        
           

        

        
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      further
        the prosecution, issuance, and enforcement of patents, copyrights, or other
        rights or protections with the same force and effect as if executed and
        delivered by the Provider and/or Manager. The Company will use these faculties
        only upon duly applying a care analysis of the Creation, properly documented,
        in
        order to ensure that it will not register rights that may pertain to the
        Provider or the Manager. The use of the faculties as per this clause will
        be
        used by the Company only upon approval of the CEO and the Board of
        Directors.

       

      
        	
              	9.4.	
                The
                  Provider and Manager agree that they will not, during the Term
                  or in any
                  Extended Period, improperly use or disclose any proprietary information
                  or
                  trade secrets of any former company or other person or entity and
                  that the
                  Manager will not bring onto the premises of the Company any unpublished
                  document or proprietary information that belongs to any such company,
                  person or entity unless consented to in writing by such previous
                  company,
                  person or entity.

              


      

       

      
        	
                10.

              	
                Non-Competition;
                  Non-Solicitation; Confidentiality. 

              


      

       

      
        	
              	10.1.	
                Non-Competition.
                  The Provider and Manager agree that during the Term, in each Extended
                  Period and for a period of one (1) year immediately following such
                  termination, Provider and Manager will not engage, directly or
                  indirectly,
                  either as principal, agent, consultant, proprietor, creditor, stockholder,
                  director, officer or employee, or participate in the ownership,
                  management, operation or control of any business which directly
                  or
                  indirectly competes with the business of the Company. The term
                  "indirectly" will be applied under a constraining interpretation,
                  applying
                  to the specific market in which the company operates, without addressing
                  other alternative energies (like solar energy, wind energy, bio-fuels,
                  etc,). The Provider and Manager acknowledge and agree that the
                  current
                  market for the Company's business extends throughout the world
                  and that it
                  is therefore reasonable to prohibit the Provider and Manager from
                  competing with the Company anywhere in such territory. This Section
                  shall
                  not apply to the Provider and/or Manager’s ownership of less than ten
                  percent (10%) of the capital stock of a company having a class
                  of capital
                  stock which is traded on any national stock exchange or on the
                  over-the-counter market. This Section shall not apply to the activities
                  of
                  MoreGasTech SARL (formerly Societe Holding Peters SARL) in France,
                  Belgium
                  and Germany. 

              


      

       

      
        	
              	10.2.	
                Non-Solicitation.
                  During the Term and for the period of two (2) years thereafter,
                  the
                  Provider and Manager agree that they will not, directly or indirectly,
                  (i)
                  solicit, divert or recruit or encourage any of the employees of
                  the
                  Company, or any person who was an employee of the Company during
                  the Term
                  and each Extended Period, to leave the employ of the Company or
                  terminate
                  or alter their contractual relationship in a way that is adverse
                  to the
                  Company's interests, (ii) solicit or divert business from the Company,
                  or
                  assist any person or entity in doing so or attempting to do so
                  or (iii)
                  cause or seek to cause any person or entity to refrain from dealing
                  or
                  doing business with the Company or assist any person or entity
                  in doing so
                  or attempting to do so.

              


      

       

      
        	
              	10.3.	
                Confidential
                  and Proprietary Information.
                  

              


      

       

      
        	
              	10.3.1.	
                The
                  Provider and Manager will not disclose or use, at any time
                  either

              


      

       


      
        
           

        

        
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      during
        or
        after the Term of this Agreement, any Extended Period, and for a three (3)
        year
        period following termination of this Agreement, except in the context of
        the
        duties of the Manager or at the request of the Company or an affiliate of
        the
        Company, any Confidential and Proprietary Information (as herein defined)
        except
        to the extent disclosure is or may be required by a statute, by a court of
        law,
        by any governmental agency having supervisory authority over the business
        of the
        Company or by any administrative or legislative body (including a committee
        thereof) with jurisdiction to order him to divulge, disclose or make accessible
        such information, provided, however, that the Provider and/or Manager shall
        give
        the Company notice of any such request or demand for such information upon
        receipt of same and the Provider and Manager shall reasonably cooperate with
        the
        Company in any application the Company may make seeking a protective order
        barring disclosure by the Provider and/or Manager. The Provider and Manager
        each
        acknowledge that the Confidential and Proprietary Information constitutes
        a
        unique and valuable asset of the Company and each affiliate of the Company,
        and
        that any disclosure or other use of the Confidential and Proprietary Information
        other than for the sole benefit of the Company or the affiliates of the Company
        could cause irreparable harm to the Company or the affiliates of the Company,
        as
        the case may be. “Confidential and Proprietary Information” shall mean all of
        the Company’s (or any affiliate or subsidiary’s) proprietary information,
        technical data, trade secrets, and know-how, including, without limitation,
        schematics, research, product plans, customer lists, information and plans
        about
        costs, profits, markets and sales, software, developments, development tools,
        inventions, discoveries, processes, ideas, formulas, algorithms, technology,
        designs, drawings, business strategies and financial data and information,
        including but not limited to Creations, whether or not marked as “Confidential”
or “Proprietary”. “Confidential or Proprietary Information” shall also mean any
        and all information received by the Company (or any affiliate) from customers
        of
        the Company (or an affiliate) or other third parties subject to a duty to
        be
        kept confidential.

       

      
        	
              	10.3.2.	
                The
                  Provider and Manager hereby acknowledge and agree that all personal
                  property, including, without limitation, Confidential and Proprietary
                  Information, all books, manuals, records, reports, notes, contracts,
                  lists, blueprints, and other documents, or materials, or copies
                  thereof,
                  and equipment furnished to or prepared by the Provider and/or Manager
                  in
                  the course of or incident to this Agreement, including, without
                  limitation, records and any other materials pertaining to Creations,
                  belong to the Company. Immediately following the termination of
                  this
                  Agreement, the Provider and Manager shall promptly return to the
                  Company
                  all such materials, and certify to the Company in writing that
                  he has not
                  retained any written or other tangible or electronic material containing
                  any Confidential and Proprietary Information or other information
                  pertaining to the Company or any
                  Creation.

              


      

       

      
        
           

        

        
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              	10.4.	
                Remedies. 
                  Provider
                  and Manager agree and acknowledge that the foregoing restrictions
                  and the
                  duration and the territorial scope thereof as set forth in this
                  Section 10
                  are under all of the circumstances reasonable and necessary for
                  the
                  protection of the Company and its business. In the event that the
                  Provider
                  or Manager shall breach any of the provisions of Section 9 or 10,
                  in
                  addition to and without limiting or waiving any other remedies
                  available
                  to the Company, at law or in equity, the Company shall be entitled
                  to
                  immediate injunctive relief in any court, domestic or foreign,
                  having the
                  capacity to grant such relief, to restrain any such breach or threatened
                  breach and to enforce the provision of this Agreement.
                  

              


      

       

      
        	
                11.

              	
                Responsibility
                  and Insurance

              


      

       

      
        	
              	11.1.	
                The
                  Company acknowledges that the Manager, who is already an officer
                  of the
                  Company, shall provide services to the Company in such capacity.
                  The
                  Company undertakes that the Manager shall be insured in a Directors
                  and
                  Officers liability policy, on the same terms as are in effect for
                  the
                  directors and officers of the Company, in amounts customary in
                  the
                  industry in which the Company operates, and that all payments required
                  to
                  be paid for such policy are paid. 

              


      

       

      
        	
              	11.2.	
                The
                  Provider shall not bear any responsibility regarding the actions
                  of the
                  Manager, as he shall be an office holder of the Company and shall
                  have a
                  direct duty to the Company. 

              


      

       

      
        	12.	
                Taxes. 
                  The
                  Parties shall each be responsible for and shall bear their respective
                  taxes and other compulsory payments as required by applicable law.
                  It is
                  understood and agreed that the Company shall not bear any tax,
                  applicable
                  to the Provider and/or Manager, including, but not limited to,
                  income tax,
                  social security and health tax.

              


      

       

      
        	
                13.

              	
                General
                  Provisions.

              


      

       

      
        	
              	13.1.	
                Governing
                  Law.
                  This Agreement shall in all respects be interpreted, enforced and
                  governed
                  under the laws of the State of New York, without regard to conflict
                  of law
                  rules applied in such State. The language of all parts of this
                  Agreement
                  shall in all cases be construed as a whole, according to its fair
                  meaning,
                  and not strictly for or against any of the parties.
                  

              


      

       

      
        	
              	13.2.	
                Severability;
                  Amendment. 
                  The provisions of this Agreement are contractual, not mere recitals,
                  and
                  shall be construed severably such that, should any part, term or
                  provision
                  of this Agreement be declared or be determined by any court to
                  be illegal
                  or invalid, the validity of the remaining parts, terms or provisions,
                  shall not be affected thereby and said illegal or invalid part,
                  term or
                  provision shall be modified by the court so as to be legal or,
                  if not
                  reasonably feasible, shall be deleted. This Agreement sets forth
                  the
                  entire agreement concerning the subject matter herein, and may
                  not be
                  modified except by a signed writing by the Parties or the duly
                  authorized
                  representatives of the Parties.

              


      

       

      
        	
              	13.3.	
                Reliance
                  Upon Counsel.
                   Each
                  of the Parties hereto acknowledges and agrees that (a) such Party
                  has not
                  relied on any representations, promises, or agreements of any kind
                  made to
                  him or it in connection with their decision to enter into and accept
                  the
                  Agreement except for those set forth herein; (b) such Party has
                  been
                  advised to consult an attorney before signing this Agreement, and
                  that
                  such Party has had the opportunity to consult with an attorney;
                  (c) such
                  Party does not feel that he or it is being coerced to sign this
                  Agreement
                  or that his or its signing would for any reason not be voluntary;
                  and (d)
                  such Party has thoroughly reviewed and understands the effects
                  of this
                  Agreement before signing it.

              


      

       

      
        
           

        

        
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              	13.4.	
                Binding
                  Effect. 
                  This
                  Agreement shall be binding upon each of Parties hereto and their
                  respective partners, officers, directors, stockholders, employees,
                  agents,
                  representatives, personal representatives, heirs, assigns, successors
                  and
                  affiliates, and shall inure to the benefit of the other Parties
                  hereto.

              


      

       

      
        	
              	13.5.	
                Authority. 
                  The
                  undersigned representative for each Party certifies that he or
                  it is fully
                  authorized by the Party whom he or it represents to enter into
                  the terms
                  and conditions of this Agreement and to commit fully and bind such
                  Party
                  according to the provisions hereof, including, but not limited,
                  to
                  Provider’s authority and to bind Manager to the performance of the
                  Management Services as set forth
                  herein.

              


      

       

      
        	
              	13.6.	
                No
                  Waiver. 
                  Failure
                  of a Party to enforce a right under this Agreement shall not act
                  as a
                  waiver of that right or the ability to later assert that right
                  relative to
                  the particular situation involved.

              


      

       

      
        	
              	13.7.	
                Counterparts. 
                  This
                  Agreement may be signed in any number of counterparts including
                  by
                  facsimile, each of which shall be an original, but all of which
                  together
                  shall constitute one instrument, and shall be binding and effective
                  immediately upon the execution by all Parties of one or more
                  counterparts.

              


      

       

      
        	
              	13.8.	
                Construction
                  and Joint Preparation. 
                  This
                  Agreement shall be construed together to effectuate the mutual
                  intent of
                  the Parties. The Parties and their counsel have cooperated in the
                  drafting
                  and preparation of this Agreement, and this Agreement therefore
                  shall not
                  be construed against any Party by virtue of its role as the drafter
                  thereof. No drafts of this Agreement shall be offered by any Party,
                  nor
                  shall any draft be admissible in any proceeding, to explain or
                  construe
                  this Agreement. The headings contained in this Agreement are intended
                  for
                  convenience of reference only and are not intended to be a part
                  of or to
                  affect the meaning or interpretation of this
                  Agreement.     


              


      

       

      
        	
              	13.9.	
                Entire
                  Agreement. 
                  This
                  Agreement constitutes and contains the entire understanding and
                  agreement
                  of the Parties respecting the subject matter hereof and supersedes
                  any and
                  all other prior and contemporaneous negotiations, correspondence,
                  understandings and agreements between the Parties, whether oral
                  or
                  written, regarding such subject matter.  No agreements altering or
                  supplementing the terms hereof may be made except by means of a
                  written
                  document signed by the duly authorized representatives of the
                  Parties.

              


      

       

      
        	
              	13.10.	
                Further
                  Assurances.  Each
                  party will cooperate, take such further reasonable action and execute
                  and
                  deliver such further documents as may be reasonably requested by
                  any of
                  the parties in order to effectuate the intent and purposes of this
                  Agreement and the parties.

              


      

       

      
        	
              	13.11.	
                Survival. 
                  Sections
                  7,
                  9,
                  10,
                  11,
                  12
                  and 13
                  shall survive the termination of this
                  Agreement.

              


      

       

      
        
           

        

        
          Page
            9

          
            

          

        

        
           

        

      

       

      IN
        WITNESS WHEREOF, the undersigned has executed and delivered this Agreement
        on
        the day and year first written above.

       

      EUROSPARK
        S.A.

       

       

      By: 
        /s/
        Yochanan Yuval

        
          

        

      

      Name: 
        Yochanan Yuval

      Title:
        Director

       

       

      ENERGTEK
        INC.

       

       

      By: 
        /s/
        Doron
        Uziel

        
          

        

      

      Name:
        Doron Uziel

      Title:
        Chief
        Executive Officer

       

      Agrees
        to
        the terms of the Agreement relevant to his performance and
        obligations:

       

       

      /s/
        Lev
        Zaidenberg

        
          

        

      

      LEV
        ZAIDENBERG

       

       

      
        
           

        

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