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PIMI AGRO CLEANTECH, S-1/A Filing

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PIMI AGRO CLEANTECH,  S-1/A Filing Powered By Docstoc
					                                   As filed with the Securities and Exchange Commission on July 2, 2009

                                                               Registration No. 333-158986

                                   UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                                                          WASHINGTON D.C. 20549

                                                             AMENDMENT NO. 1
                                                                  TO
                                                                FORM S-1

                                                       REGISTRATION STATEMENT
                                                                UNDER
                                                       THE SECURITIES ACT OF 1933


                                        PIMI AGRO CLEANTECH, INC.
                                                   (Name of small business issuer in its charter)

                    Delaware                                                 700                                           26-4684680
         (State or other Jurisdiction of                        (Primary Standard Industrial                            (I.R.S. Employer
        Incorporation or Organization)                          Classification Code Number)                            Identification No.)

                                                                Mr. Youval Saly
                                                           Pimi Agro Cleantech, Inc.
                                                       269 South Beverly Drive suite 1091
                                                       Beverly Hills California 90212 USA
                                                          Telephone : (310) 203-8278


                         (Address and telephone number of principal executive offices and principal place of business)

                                                          Pimi Agro CleanTech, Inc.
                                                       269 South Beverly Drive suite 1091
                                                       Beverly Hills California 90212 USA
                                                          Telephone : (310) 203-8278

                                           (Name, address and telephone number of agent for service)

                                                                    Copies to:

                         Marc J. Ross, Esq.                                                   Jonathan R. Shechter, Esq.
              Sichenzia Ross Friedman Ference LLP                                        Sichenzia Ross Friedman Ference LLP
                      61 Broadway, 32nd Fl.                                                      61 Broadway, 32nd Fl.
                   New York, New York 10006                                                   New York, New York 10006
                           (212) 930-9700                                                            (212) 981-6774
                        (212) 930-9725 (fax)                                                      (212) 930-9725 (fax)



                                    APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC:
                                     From time to time after this Registration Statement becomes effective.

If any securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box
and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. 
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. 

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.     

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See the definitions of
“large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.. (Check one):

 Large accelerated filer             Accelerated filer            Non-accelerated filer              Smaller Reporting Company 


The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the
Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.



                                                                         1
                                                CALCULATION OF REGISTRATION FEE

                                                                                                                              Amount of
                                                                                                                           registration fee
                                                                                                                          3) The registrant
                                                                                                         Proposed         previously paid a
                                                                                     Proposed            maximum           filing fee in the
                                                                                     maximum             aggregate              amount
                                                               Amount to be        offering price         offering             of $30.60.
Title of each class of securities to be registered              registered        per share(1)(2)          price                   (3)
Common Stock, $0.01 par value per share                               405,703    $              1.35   $       547,700    $              30.60


(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457. The proposed maximum offering price is based on
the estimated high end of the range at which the common stock will initially be sold.

(2) The selling shareholders will offer their shares at $1.35 per share until the Company‟s shares are quoted on the OTC Bulletin Board and,
assuming we secure this qualification, thereafter at prevailing market prices or privately negotiated prices. We will not receive proceeds from
the sale of shares from the selling shareholders.

3) The registrant previously paid a filing fee in the amount of $30.60.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is
not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

                                  PROSPECTUS SUBJECT TO COMPLETION, DATED                       July 2 , 200 9
                                               PIMI AGRO CLEANTECH, INC.

                                                             405,703 SHARES OF

                                                              COMMON STOCK

The Selling shareholders are offering up to 405,703 shares of common stock. The selling shareholders will offer their shares at $1.35 per
share until our shares are quoted on the OTC Bulletin Board and, assuming we secure this qualification, thereafter at prevailing market prices
or privately negotiated prices. We will not receive proceeds from the sale of shares from the selling shareholders.

There are no underwriting commissions involved in this offering. We have agreed to pay all the costs and expenses of this offering. Selling
shareholders will pay no offering expenses. As of the date of this prospectus, there is no trading market in our common stock, and we cannot
assure you that a trading market will develop Our common stock is not currently listed on any national securities exchange, the FINRAAQ
stock market, or the OTC Bulletin Board. There is no guarantee that our securities will ever trade on the OTC Bulletin Board or other
exchange.

This offering is highly speculative and these securities involve a high degree of risk and should be considered only by persons who can
afford the loss of their entire investment. See "Risk Factors" beginning on page 6.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities
or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is July __, 2009.




                                                                          2
                                                           TABLE OF CONTENTS

                                                                                                                                  Page

Prospectus Summary                                                                                                                4
Risk Factors                                                                                                                      6
Forward Looking Statements                                                                                                        10
Use of Proceeds                                                                                                                   10
Management‟s Discussion and Analysis of Financial Condition and Results of Operations                                             11
Business                                                                                                                          14
Selected Financial Data                                                                                                           16
Description of Property                                                                                                           35
Legal Proceedings                                                                                                                 35
Management                                                                                                                        35
Executive Compensation                                                                                                            37
Certain Relationships and Related Transactions                                                                                    40
Description of Securities                                                                                                         43
Selling Stockholders                                                                                                              44
Plan of Distribution                                                                                                              45
Market For Equity and Related Stockholder Matters                                                                                 46
Indemnification for Securities Act Liabilities                                                                                    46
Legal Matters                                                                                                                     47
Experts                                                                                                                           47
Available Information                                                                                                             47
Index to Financial Statements                                                                                                     F-1


You may only rely on the information contained in this prospectus or that we have referred you to. We have not authorized anyone to provide
you with different information. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than
the common stock offered by this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any
common stock in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this prospectus nor any sale made in
connection with this prospectus shall, under any circumstances, create any implication that there has been no change in our affairs since the
date of this prospectus or that the information contained by reference to this prospectus is correct as of any time after its date.




                                                                        3
                                                         PROSPECTUS SUMMARY

The following summary highlights selected information contained in this prospectus. This summary does not contain all the
information you should consider before investing in the securities. Before making an investment decision, you should read the entire
prospectus carefully, including the "RISK FACTORS" section, the financial statements and the notes to the financial statements. As
used throughout this prospectus, the terms "Pimi", "Company", "we," "us," or "our" refer to Pimi Agro CleanTech, Inc.

Organization

Pimi Agro CleanTech, Inc. is a Delaware Corporation with one operating subsidiary, Pimi Agro CleanTech, Ltd, which is an Israeli Limited
Company (“Pimi Israel”). The Company was formed on April 1, 2009, under the laws of the State of Delaware, and its subsidiary Pimi Israel
was formed on January 2004 in the State of Israel under the name "Pimi Marion Holdings Ltd.", and has since changed its name to "Pimi Agro
Cleantech Ltd.", on October 2008. The Company, through Pimi Israel, owns a patented technology for the treatment of pre and post harvest of
fruits and vegetables utilizing environmentally friendly products.

On April 27, 2009 we purchased all the issued shares of Pimi Israel from the Pimi Israel shareholders in consideration for 6,313,589 shares of
Common Stock of the Company to the Pimi Israel shareholders. As a result, Pimi Israel became a wholly owned subsidiary of the Company.

In December 2005, Pimi Israel purchased all of the outstanding shares of Optiguide Humidity Control Ltd. ("Optiguide"). Optiguide was at the
time of its purchase, an Israeli company that engaged in the development, assembly and marketing of humidity control systems. At the time, the
Company‟s strategy was to develop an integrated product based on the Optiguide fogging delivery systems and the Company‟s formula. On
April 30, 2007 Pimi Israel completed the sale of Optiguide. For further information, please see Note 14 to our Financial Statements.

We are a development stage business and have had limited revenues since our formation. There is currently no public market for our common
stock. As with any investment, there are certain risks involved in this offering. All potential investors should consult their own tax, legal and
investment advisors prior to making any decision regarding this offering. The purchase of our shares is highly speculative and involves a high
degree of risk, including, but not necessarily limited to, the “Risk Factors” described herein on page 8. Any person who cannot afford the loss
of their entire investment should not purchase our shares.



Business

Pimi was established in 2004 to develop and sell environmentally friendly alternative solutions to current methods for pre and post harvest
treatments of fruits and vegetables. Current methods in practice use residue of harmful chemical pesticides. Pimi Israel and its Co- founder, Mr.
Nimrod Ben Yehuda, have invested many years of research in developing eco-friendly solutions; the company‟s technology platform is based
on a unique and patented formulation of Stabilized Hydrogen Peroxide (“STHP”) for the treatment of fruits and vegetables. Pimi has also
developed a controlled distribution system to apply its solution while maintaining humidity at the highest required levels in storage rooms
utilizing advanced technology to create micro droplets, in accordance with a special working protocol developed by Pimi.

Pimi is addressing the immediate need for developing treatment and season-long harvest storage that is chemical-free and environmentally
friendly. As of the date of the filing of this registration statement, Pimi is focusing on the treatment of potatoes, which is the second largest
stored crop world-wide (after grains), and is therefore Pimi‟s first sales target.

The market for Pimi‟s products is divided into two sections: (i) stored potatoes (for both table and processed potatoes), where Pimi‟s products
prevent quality losses due to sprouting and diseases, and (ii) the market of seeds potatoes where our products aim to prevent diseases and
pathogens.

Our website is located at http://www.pimiagro.com . The content of our website and the websites referenced throughout this Prospectus are not
part of this Prospectus.




                                                                       4
                                                               The Offering

Common stock outstanding before the offering           6,398,917

Common stock offered by selling stockholders           Up to 405,703 shares.

                                                       The maximum number of shares to be sold by the selling stockholders, 405,703
                                                       represents 6.4% of our current outstanding stock.

                                                       The selling stockholders will offer their shares at $1.35 per share until the
                                                       Company‟s shares are quoted on the OTC Bulletin Board and, assuming we secure
                                                       this annotation, thereafter at prevailing market prices or privately negotiated prices .

Common stock to be outstanding after the offering      Up to 6,398,917 shares

Use of proceeds                                        We will not receive any proceeds from the sale of the common stock. See "Use of
                                                       Proceeds" for a complete description.

Risk Factors                                           The purchase of our common stock involves a high degree of risk. You should
                                                       carefully review and consider "Risk Factors" beginning on page 6.

Forward-Looking Statements                             This prospectus contains forward-looking statements that address, among other
                                                       things, our strategy to develop our business, projected capital expenditures, liquidity,
                                                       and our development of additional revenue sources. The forward-looking statements
                                                       are based on our current expectations and are subject to risks, uncertainties and
                                                       assumptions. We base these forward-looking statements on information currently
                                                       available to us, and we assume no obligation to update them. Our actual results may
                                                       differ materially from the results anticipated in these forward-looking statements, due
                                                       to various factors.




The above information regarding common stock to be outstanding after the offering is based on 6,398,917 shares of common stock outstanding
as of June 30, 2009.



                                                                     5
                                                               RISK FACTORS

You should carefully consider the risks described below as well as other information provided to you in this document, including information
in the section of this document entitled “Information Regarding Forward Looking Statements.”. If any of the following risks actually occur, the
Company‟s business, financial condition or results of operations could be materially adversely affected, the value of the Company common
stock could decline, and you may lose all or part of your investment.

Risks Related to Our Business and Industry

Our independent auditors have expressed doubt about our ability to continue our activities as a going concern, which may hinder our
ability to obtain future financing.

Since we have been focused on developing our propriety technology for availability of commercialization, we have suffered recurring losses
from operations. The continuation of our company as a going concern is dependent upon our company attaining and maintaining profitable
operations and raising additional capital. The financial statements do not include any adjustment relating to the recovery and classification of
recorded asset amounts or the amount and classification of liabilities that might be necessary should our company discontinue operations.

Due to the uncertainty of our ability to meet our current operating expenses and the capital expenses noted above, in their report on the annual
financial statements for the years ended December 31, 2008, 2007 and 2006, our independent auditors included an explanatory paragraph
regarding the doubt about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the
status of the company.

The continuation of our business is dependent upon us raising additional financial support. The issuance of additional equity securities by us
could result in a significant/substantial dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those
loans would be available, will increase our liabilities and future cash commitments. If the Company should fail to continue as a going concern,
you may lose the value of your investment in the Company.

We have a limited operating history upon which to base an investment decision .

Our operating subsidiary, Pimi Israel, was formed in January 2004 and we have only recently begun selling of our products. We have a limited
operating history as a company. As a result, there is very limited historical performance upon which to evaluate our prospects for achieving
our business objectives. Our prospects must be considered in light of the risks, difficulties and uncertainties frequently encountered by
development stage entities.

We will need significant additional capital, which we may be unable to obtain .

Our capital requirements in connection with our research and development activities and transition to commercial operations have been and
will continue to be significant. We will require additional funds to continue research, development and testing of our technologies and
products, to obtain intellectual property protection relating to our technologies when appropriate, and to market our products. There can be no
assurance that financing will be available in amounts or on terms acceptable to us, if at all. There is no assurance additional funds will be
available from any source; or, if available, such funds may not be on terms acceptable to the Company. In either of the aforementioned
situations, the Company may not be able to fully implement its growth plans. Moreover, we will not receive any proceeds from the sale of
stock by our selling stockholders, and thus this offering will not affect our ability to meet capital requirements. Additionally, we have not been
legally able to undertake any financing efforts, other than some short term debt financing effort, while our Registration is pending.

In order to continue our operations, without expanding our activities we estimate that we will need minimum capital in the sum of $0.8 Million
in 2009 (out of which we have raised already $0.255 Million) and the sum of $0.8 Million in 2010.

We expect to face significant competition from other companies looking to develop or acquire new alternative environment-friendly
solutions for the treatment of fruits and vegetables .

We expect to face significant competition in every aspect of our business, and particularly from other companies that seek to enter our market.
As regulators are pushing to move away from current residue chemical solutions, such as Chlorophenyl Isopropyl Carbamate also known as
Chlorpropham or CIPC (“CIPC”), existing suppliers of these solutions are anxiously looking to develop or acquire new alternative
environment-friendly solutions that can sustain their market share and revenue streams or to enable the continuance of CIPC at current levels in
new ways of treatment. Additionally, as market opportunity becomes eminent, competitors and new players will most likely attempt to develop
similar or comparable solutions. Although Pimi believes its technology is unique, is well protected, and will provide it with a significant
competitive barrier, it is nevertheless possible that superior or more cost-effective alternative technology will emerge that will achieve greater
market acceptance and render Pimi‟s products less competitive. Furthermore, existing vendors can cooperate to combat new players by
reducing market prices and margins or other competitive initiatives. The future success of Pimi will therefore depend, to a large extent, upon
the company‟s ability to achieve market acceptance of its innovative solutions as well as develop and introduce new products and
enhancements to existing products. No assurance can be given that the Company will be able to compete in such a market place.

We have incurred significant losses to date and expect to continue to incur losses.

During the year ended December 31, 2008, we incurred net losses of $602,994. In the three months period ended March 31, 2009 we incurred
net loss of $219,428 .Since we have started our operation in 2005 and until March 31, 2009 we incurred accumulated losses of $2,218,605. We
expect to continue to incur losses for the fiscal years ended December 31, 2009 and December 31, 2010. Continuing losses will have an
adverse impact on our cash flow and may impair our ability to raise additional capital required to continue and expand our operations.

                                                                      6
We are dependent upon our Managers for the operating of the Company .

The Company is dependent upon the services of its management to determine and implement the overall focus and strategy of the
Company. Furthermore, the Company is dependent upon the Managers to oversee the operations of Pimi and Pimi Israel. Thus, there can be
no assurance that the Managers‟ experience will be sufficient to successfully achieve the business objectives of the Company. All decisions
regarding the management of the Company‟s affairs will be made exclusively by the Officers and Directors of the Company. In the event these
persons are ineffective, the Company‟s business and results of operation would likely be adversely affected.

Our success is dependent upon our ability to achieve regulatory approvals in the U.S. and abroad .

A critical key to our success and ability to expand our business is our ability to obtain regulatory approvals in the European Union and United
States for the use of our products in these countries and also in other countries. The regulatory approvals are dependant on trials to show the
efficacy or the non toxicity of our products. Such trial might take longer period than expected and it might delay obtaining such regulatory
approvals or might cause delay in starting operation on a large scale in these countries and jurisdictions.

Our success is dependent upon our ability to achieve market acceptance
In order to achieve high volume sales, and attain a leading market share and become the new standard of treatment, the Company‟s
SpuDefender TM and other products must not only be approved by the regulators but also endorsed by the major potato food processors, retailer
of fruits and vegetables as well as the organic food and environment organizations. Pimi is aware of this key factor and is focusing on
conducting large scale trials with major food processors and retail supplier of table potatoes in several countries, in order to show the efficacy
of the Spudefender TM and our technology and to receive the recognition of the industry, but no assurances can be made that we will succeed in
such endeavor and how long it will take until we shall receive market recognition.

Our products and technology are still in development stage and require additional trials and development

Our products and technology have been tested in numerous trials, mainly in Israel, which is a hot climate country and on vegetables varieties
which are grown in hot climate as well as storage rooms with refrigeration. Trials conducted in Europe during the last potato season in cold
weather conditions demonstrated that we need to make some adjustments to our storage protocol mainly because of these weather conditions.
These adjustments may require additional trials and may delay the commercialization of our products and technology.

We rely on our Technologies to successfully develop and market new and existing products.

Our product has been tested in multiple small scale tests. As of the date of filing of this registration statement, is currently undergoing five large
scale field trials in the United Kingdom, Germany and the Ukraine with leading food processors and retailers in such countries. It is possible
that the results from these large scale tests may show lower efficacy than tests conducted previously, and may require some product
improvements as well as possible changes in the application and storage protocol. These factors may significantly delay our product‟s
introduction to market. Likewise, we cannot be sure these products will be commercially viable, and have no assurances that we will be able to
expand upon our current product offerings or that any such expansion will result in revenues to the company.

We rely on rapidly establishing a global distributorship network in order to effectively market our products .

Pimi, through its wholly owned subsidiary, has developed initial partnerships with local distributors in Europe. In order to expand sales and
marketing globally, and capture a leading market share before any potential reaction from the competition, Pimi will need to rapidly expand
geographically and establish a global distribution network. This is likely to put pressure on management, financial and operational resources of
the Company. In order to mitigate this factor, once Pimi establishes a significant presence in the market, it will proceed to establish strategic
OEM partnerships with some of the leading players in the market, however, there are no assurances that we will succeed in establishing such
partnerships, which may harm the marketing of our product and the development of our business.

Our inability to attain and protect intellectual property rights could reduce the value of our products, services and brand.

Patents and pending patents, trademarks, trade secrets, copyrights and other intellectual property rights may be important assets for us. Various
events outside of our control pose a threat to our ability to attain or protect intellectual property rights as well as to our products and services.
For example, effective intellectual property protection may not be available in every country in which our products and services are distributed.
Also, the efforts we have taken to protect our proprietary rights may not be sufficient or effective. Any significant impairment of our ability to
attain or protect our intellectual property rights could harm our business or our ability to compete. Also, protecting intellectual property rights
is costly and time consuming. Any increase in the unauthorized use of our future intellectual property could make it more expensive to do
business and harm our operating results. In addition we do not have patents in India, Ukraine and Belarus, which are major potato producing
countries; this could negatively affect our ability to protect our intellectual property in these countries and therefore reduce the value of our
products, services and brand.
7
Our success is dependent upon the acceptance of environment-friendly storage solutions for fruits and vegetables.

The future of the company is dependent upon the acceptance of environment-friendly, non-residue storage solutions for as well as the objection
to genetically modified, fruits and vegetables. Although this appears to be the direction the market is going in the coming years, these trends as
well as the future size of this market, and other potential markets for the Company‟s products, depend upon a number of factors, many of which
are beyond the control of the Company. For example, failure to receive regulatory approvals or failure to convince retailers or food processors,
to bear additional cost for residue free fruit and vegetables, failure to convince the consumers to purchase residue free fruits and vegetables for
higher prices, could have adverse effects on Pimi‟s business, financial condition, operating results and cash flow going forward.

Our operating results may fluctuate, which makes our results difficult to predict and could cause our results to fall short of expectations.

Our operating results may fluctuate as a result of a number of factors, many outside of our control. As a result, comparing our operating results
on a period-to-period basis may not be meaningful, and you should not rely on our past results as an indication of our future performance. Our
quarterly, year-to-date and annual expenses as a percentage of our revenues may differ significantly from our historical or projected rates. Our
operating results in future quarters may fall below expectations. Any of these events could cause our stock price to fall, in the event it becomes
listed on the OTCBB. Each of the risk factors listed in the section Risk Factors, and the following factors may affect our operating results:

•      Our ability to attract users for our products.

•      Our ability to generate revenue from our products.

•      The amount and timing of operating costs and capital expenditures related to the maintenance and expansion of our businesses,
       operations and infrastructure.

•      Our focus on long-term goals over short-term results.

•      Our ability to keep our testing programs operational at a reasonable cost and without service interruptions.

•      Global economic situation.

•      Fluctuations in weather conditions.

•      The seasonal nature of our business.


Our business depends to some extent on international transactions.

As a consequence of the international nature of Pimi‟s business, the company is exposed to risks associated with changes in foreign currency
exchange rates. A majority of the company‟s revenues and substantially all of its cost of sales are in USD or Euros, whilst our management,
marketing, sales and R&D costs are in NIS. The Company is therefore exposed to foreign currency risk due to fluctuations in exchange rates.
This may result in gains or losses with respect to movements in exchange rates, which may be significant and may also cause fluctuations in
reported financial information that are not necessarily related to the Company‟s operating results.

We operate in developing countries which are affected seriously by the global economic crisis.

Among other countries we are currently operating in developing countries such as Ukraine and we intend to operate in other developing
countries which are largely affected by the current global economic crisis. This may affect our ability to expand our operations and to achieve
our sales target in these countries.

The dangers inherent in production and transportation of Hydrogen Peroxide could cause disruptions and could expose us to potentially
significant losses, costs or liabilities.


Pimi's operations are subject to significant hazards and risks inherent in transporting of the active ingredient of our Product- Hydrogen
Peroxide. In high concentrations, Hydrogen Peroxide is an aggressive oxidizer and will corrode many materials. High concentrations of H2O2
will react violently. Hydrogen Peroxide should be stored in a cool, dry, well-ventilated area and away from any flammable or combustible
substances. It should be transport in special tanks and vehicles and should be stored in a container composed of non-reactive materials. These
hazards and risks include, but are not limited to, fires, explosions, third-party interference (including terrorism) and mechanical failure of
equipment at Pimi‟s or third-party facilities. The occurrence of any of these events could result in production and distribution difficulties and
disruptions, personal injury or wrongful death claims and other damage to properties.
8
Risks Related to our Location in Israel

Conditions in Israel may limit our ability to manage and market our products, which would lead to a decrease in revenues.

Because part of our operations is conducted in Israel and our management is located in Israel, our operations are directly affected by economic,
political and military conditions affecting Israel. Specifically, we could be adversely affected by:

              any major hostilities involving Israel;

              risks associated with outages and disruptions of communications networks due to any hostilities involving Israel; and

              a significant downturn in the economic or financial conditions in Israel.

Since the establishment of the State of Israel in 1948, a number of armed conflicts have taken place between Israel and its Arab neighbors and a
state of hostility, varying in degree and intensity, has led to security and economic problems for Israel. Despite negotiations to effect peace
between Israel and its Arab neighbors, the future of these peace efforts is uncertain. Since October 2000, there has been a significant increase in
violence, civil unrest and hostility, including armed clashes between the State of Israel and the Palestinians, and acts of terror have been
committed inside Israel and against Israeli targets in the West Bank and Gaza Strip. In addition, the recent armed conflict with Hezbollah on
the northern border of Israel and extremists groups in the southern region may negatively affect business conditions in Israel. There is no
indication as to how long the current hostilities will last or whether there will be any further escalation. Any further escalation in these
hostilities or any future conflict, political instability or violence in the region may have a negative effect on our business, harm our results of
operations and adversely affect our share price.

Furthermore, there are a number of countries that restrict business with Israel or with Israeli companies, which may limit our ability to promote
our products and services in those countries.

We may not be able to enforce covenants not-to-compete under current Israeli law that might result in added competition for our products.

We have non-competition agreements with all of our employees, all of which are governed by Israeli law. These agreements prohibit our
employees from competing with or working for our competitors, generally during and for up to 6 months after termination of their
employment. However, Israeli courts are reluctant to enforce non-compete undertakings of former employees and tend, if at all, to enforce
those provisions for relatively brief periods of time in restricted geographical areas and only when the employee has obtained unique value to
the employer specific to that employer‟s business and not just regarding the professional development of the employee. If we are not able to
enforce non-compete covenants, we may be faced with added competition.

It will be extremely difficult to acquire jurisdiction and enforce liabilities against our officers and directors who are based in Israel.

The majority of our officers and present directors reside outside of the United States and most of our operations at the time of the filing of this
registration statement are located outside the United States. As a result, it may not be possible for United States investors to enforce their legal
rights, to effect service of process upon our directors or officers or to enforce judgments of United States courts predicated upon civil liabilities
and criminal penalties of our directors and officers under Federal securities laws. Moreover, we have been advised that Israel does not have
treaties providing for the reciprocal recognition and enforcement of judgments of courts with the United States. Further, it is unclear if
extradition treaties now in effect between the United States and Israel would permit effective enforcement of criminal penalties of the Federal
securities laws.

Risks Related to this Offering .

The Company arbitrarily determined the offering price and terms of the Shares offered through this Registration Statement

The price of the Shares has been arbitrarily determined and bears no relationship to the assets or book value of the Company, or other
customary investment criteria. No independent counsel or appraiser has been retained to value the Shares, and no assurance can be made that
the offering price is in fact reflective of the underlying value of the Shares offered hereunder. Each prospective investor is therefore urged to
consult with his or her own legal counsel and tax advisors as to the offering price and terms of the Shares offered hereunder.

The Shares are an illiquid investment as there is presently no market for our Shares, and transferability of the Shares is subject to
significant restriction .

There is presently no market for the shares, and we cannot be certain that a public market will become available, or that there will be sufficient
liquidity to allow for sale or transferability of the shares within the near future. Therefore, the purchase of the Shares must be considered a
long-term investment acceptable only for prospective investors who are willing and can afford to accept and bear the substantial risk of the
investment for an indefinite period of time. There is not a public market for the resale of the Shares. A prospective investor, therefore, may not
be able to liquidate its investment, even in the event of an emergency, and Shares may not be acceptable as collateral for a loan.

Because We May Be Subject To The “Penny Stock” Rules, You May Have Difficulty In Selling Our Common Stock.

If a public market develops for our common stock and our stock price is less than $5.00 per share, our stock may be subject to the SEC‟s penny
stock rules. These rules impose additional sales practice requirements and restrictions on broker-dealers that sell our stock to persons other
than established customers and institutional accredited investors. The application of these rules may affect the ability of broker-dealers to sell
our common stock and may affect your ability to sell any common stock you may own. According to the SEC, the market for penny stocks has
suffered in recent years from patterns of fraud and abuse. Such patterns include:

• Control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;
• Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;
• “Boiler room” practices involving high pressure sales tactics and unrealistic price projections by inexperienced salespersons;
• Excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and
  The wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along
•
  with the inevitable collapse of those prices with consequent investor losses.

If we are subject to penny stock rules, you may have difficulty selling your shares of our common stock.




                                                                        9
                                                    FORWARD-LOOKING STATEMENTS

Some of the statements contained in this Registration Statement that are not historical facts are "forward-looking statements" which can be
identified by the use of terminology such as "estimates," "projects," "plans," "believes," "expects," "anticipates," "intends," or the negative or
other variations, or by discussions of strategy that involve risks and uncertainties. We urge you to be cautious of the forward-looking
statements, that such statements, which are contained in this Registration Statement, reflect our current beliefs with respect to future events and
involve known and unknown risks, uncertainties and other factors affecting our operations, market growth, services, products and licenses. No
assurances can be given regarding the achievement of future results, as actual results may differ materially as a result of the risks we face, and
actual events may differ from the assumptions underlying the statements that have been made regarding anticipated events. Factors that may
cause actual results, our performance or achievements, or industry results, to differ materially from those contemplated by such
forward-looking statements include without limitation:

   •          our ability to attract and retain management;

   •          our growth strategies;

   •          anticipated trends in our business;

   •          our future results of operations;

   •          our ability to make or integrate acquisitions;

   •          our liquidity and ability to finance our acquisition and development activities;

   •          the timing, cost and procedure for proposed acquisitions;

   •          the impact of government regulation;

   •          estimates regarding future net revenues;

   •          planned capital expenditures (including the amount and nature thereof);

   •          estimates, plans and projections relating to acquired properties;

   •          our financial position, business strategy and other plans and objectives for future operations;

   •           the possibility that our acquisitions may involve unexpected costs;

   •           competition;

   •           the ability of our management team to execute its plans to meet its goals;

   •           general economic conditions, whether internationally, nationally or in the regional and local market areas in which we are doing
               business, that may be less favorable than expected; and

   •           other economic, competitive, governmental, legislative, regulatory, geopolitical and technological factors that may negatively
               impact our businesses, operations and pricing.

All written and oral forward-looking statements made in connection with this Form S-1 that are attributable to us or persons acting on our
behalf are expressly qualified in their entirety by these cautionary statements. Given the uncertainties that surround such statements, you are
cautioned not to place undue reliance on such forward-looking statements.

                                                               USE OF PROCEEDS

This prospectus relates to shares of our common stock that may be offered and sold from time to time by the selling stockholders. We will not
receive any proceeds from the sale of shares of common stock in this offering.

                                                  DETERMINATION OF OFFERING PRICE
The pricing of the Shares has been arbitrarily determined and established by the Company. No independent accountant or appraiser has been
retained to protect the interest of the investors. No assurance can be made that the offering price is in fact reflective of the underlying value of
the Shares. Each prospective investor is urged to consult with his or her counsel and/or accountant as to offering price and the terms and
conditions of the Shares. Factors to be considered in determining the price include the amount of capital expected to be required, the market for
securities of entities in a new business venture, projected rates of return expected by prospective investors of speculative investments, the
Company‟s prospects for success and prices of similar entities.

                                                                   DILUTION

Not applicable. We are not offering any shares in this registration statement. All shares are being registered on behalf of our selling
shareholders.

                                                                        10
MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Background

Pimi Israel was established in 2004 with a vision towards developing environmentally friendly and organic alternative solutions to current
chemical treatments of agricultural harvest, such as fruits, vegetables and grains, thereby improving the well-being of consumers, growers and
the environment. Pimi Israel has devoted significant research in developing environmentally friendly solutions for pre and post harvest
treatments of fruits and vegetables. The company's technology is based on a unique, patented formulation of Stabilized Hydrogen Peroxide,
combined with a controlled distribution system used to apply it, as well as to maintain humidity at optimal levels in storage rooms.

On April 27, 2009 we purchased all the issued and outstanding shares of Pimi Israel from Pimi Israel‟s shareholders in consideration for
6,313,589 shares of our Common Stock (the “ Exchange Agreement"). As a result, Pimi Israel became a wholly-owned subsidiary of the
Company.

Pimi is addressing the immediate need of minimizing crop loss during season-long harvest storage using treatments that are environmentally
friendly. Current industry treatments are based on harmful chemicals that are gradually being banned by regulatory bodies throughout the
world. Due to the magnitude of this unsolved problem and the enormous impact of a long-awaited solution in the global agricultural industry,
management believes that Pimi is positioned to become a leading company in this field.

Overview

The Company focuses on developing environmentally friendly solutions for extending storability of vegetables and fruits. The Company is
currently in the research and development stage. To date, the Company has developed three products and has started the commercialization of
two of its products: SpuDefender and StoreGuard.

Currently, the Company is focused on solutions related to the potato industry. Potatoes are the second largest crop (after grain) worldwide. The
world market for potatoes is estimated at approximately 325 million tons, of which more than half are stored for an average period of five
months.

We primarily aim at treating and developing storage solutions for stored potatoes utilized by consumer, as well as seed potato tubers, which are
the raw material for growing potatoes. SpuDefender is aimed at preventing quality losses due to sprouting and diseases for stored potatoes
(table and processed), and SeedGuard is aimed at preventing diseases and pathogens in seed potatoes. In addition, the Company has developed
StoreGuard, which increases storability, reduces quantity and quality losses for fruits and vegetables, such as cabbage, cauliflower and
broccoli. StoreGuard is not currently in the commercialization phase.

All of our products are based on Stabilized Hydrogen Peroxide ("STHP"), which has the ability to reduce a wide range of pathogen and
diseases, as well as to control sprouting. STHP breaks-down after usage into water and oxygen while the stabilizers are washed away.
Accordingly, our products are environmental friendly.
 SpuDefender TM

SpuDefender has been developed specifically for the treatment of potatoes in storage. Spudefender is aimed at replacing Isopropyl
N-(3-chlorophenyl) Carbamate ("Chlorpropham" or "CIPC") as a sprout inhibitor, while increasing shelf life and preventing quality reduction.
In addition, SpuDefender prevents dehydration and quantity losses. Management believes that there is no other solution available at the
moment, which suppresses sprouting and at the same time prevents quality looses, as SpuDefender does.

Currently, the primary method to control sprouting in storage is with post harvest applications of CIPC. Chlorpropham is a very effective
chemical used for the treatment of potato sprouting, but at the same time produces high residue. The new trend towards reducing chemicals in
food consumption and the demand led by environmental and health awareness campaigns has also been adopted by the regulators, as well as
the retailers and the multinational players in potato products such as PepsiCo/Frito-Lay. Maximum residue levels permitted for usage of
pesticide for the treatment of fruits and vegetables post-harvest, including Chlorpropham, have and continue to be reduced. This has resulted in
the reduced usage of such chemicals in developed countries, such as the EU countries and in the United States. In Sweden, CIPC has been
banned since 2005.

In addition, it is also common for diseases to develop in stored potatoes. SpuDefender is able to reduce losses caused by disease. Management
believes that there is no other product which prevents yield looses caused by diseases in potatoes and at the same time prevents sprouting while
maintaining the necessary qualities for food products. SpuDefender is also addressing dehydration looses during storage.
The market for SpuDefender is divided into two sections: (i) stored table potatoes and (ii) stored processed potatoes (for crisps and French
fries). Pimi‟s SpuDefender is targeted at storage facilities that are either owned by farmers, or independent storage providers, or are owned by
the food manufacturers.

After several years of research and development, Pimi has embarked on commercialization of SpuDefender. In 2008 Pimi conducted pilot trials
with major grower and storage providers of potatoes for table potatoes and processed potatoes in England, Ukraine and Germany. Following
those pilots, the Company has continued the development of the formula and the storage protocol in order to adjust it to the specific storage
facilities and the weather conditions in Europe. All of the customers and partners of these trials (most of whom are leading companies in the
food processing industry and suppliers for wholesalers) expressed willingness to extend the trials in the coming potato season.

In the United States, Pimi presented (under the label Vegisafe) the new concept of CIPC-free potatoes and potato-related products, such as
chips and French fries, to several major retailers and food chains. These presentations started in the first quarter of 2009, following
consummation of our joint venture with Vegisafe LLC. As a result, we have been requested to perform efficacy trials with storage providers. If
these trials exhibit efficacy, management anticipates that the retail leaders will launch VegiSafe potatoes or potato-related products and will ask
their suppliers to supply them with potatoes and potato-products free from Chlorpropham.

Given recent trends, and feedback received from the market, management believes there is a great opportunity for replacing residue chemicals
with environmentally friendly solutions such as Spudefender. Management sees special opportunity in the trend adopted by regulators to reduce
Chlorpropham consumption levels, which may cause potato storage providers to seek out substitute products. From numerous meetings with
industry professionals, we have found that there is strong demand by costumers seeking such substitute products.

Currently, a hindering factor to commercialization of the Company‟s products is the attainment of regulatory registration and approval in each
of the countries where the Company‟s product will be delivered and used. These are costly and lengthy procedures which the Company has
initiated this year. However, there is a material risk that if this regulatory process will take more than anticipated (which, as of the date of the
filing of this registration statement, is anticipated to be twelve months until receipt of temporary permits in the EU member states, and six to
nine months in the United States), it may postpone the commercialization of our product and the revenues which we expect to derive from
sales, specially due to the seasonal nature of our business.

In addition to the above, further challenges faced by us include completion and development of the SpuDefender storage protocol. This
protocol must be adjusted to the storage method in each region of the world, such that the quality will match customer demands in sprout
control. The Company is undertaking steps in order to reduce these uncertainties and risks by performing trials and pilot rooms with storage
facility owners, and by adjusting the formula and the usage protocol in order to show efficacy of SpuDefender in such storage facilities.

SeedGuard TM

Potato seed tubers are susceptible to a variety of diseases that lower yields and tuber quality. Pathogens accumulate in successive cloning of
tubers and in the soil used to grow them. Sustainable potato production depends on a constantly renewed supply of disease-free planting
material. According to numerous international regulations, seeds, of all types, must be disinfected to prevent the transfer of diseases between
countries, between seeds, from seeds to soil, and from seeds to crop. Industrial seeds are extremely expensive, and there are few effective seed
disinfectants; the most common are Celest, Monceren, Mancozed. At the moment there is no one chemical which treats all pathogens and
diseases and the growers usually implement a variety of chemicals.

The Company is developing SeedGuard TM , which is aimed at treating seed potatoes in storage against disease and pathogens. SeedGuard is
designed to provide added-value to the seed producer owing to its long lasting disinfectant effect, versus existing aggressive chemical
treatments which are not environmental friendly solutions.

Management sees an opportunity in the development of a chemical which is environmentally friendly, and which could substitute the current
multi-chemical treatment against pathogens and diseases of potato seed tubers. The current treatment against pathogens and diseases are very
costly and could amount to over $100 per ton of potato seed tubers per season. Management sees an opportunity in developing and selling a
product that will match market price and has potentially added value versus current chemicals. In addition, there are several diseases with no
treating solution, and diseases and pathogens which have developed resistant mutations against current chemicals and treatments. Growers of
these seed tubers are seeking solutions, and management anticipates that such growers will purchase a premium product at high end cost in
order to solve these diseases.

In the case of SeedGuard, management faces the challenge of developing one chemical which is environmentally-friendly and which can treat
potato seed tuber throughout their lifecycle, and thereby substitute several chemicals. To date, to the best of management‟s understanding, no
such other chemical exists. Management expects that it will take several seasons to penetrate the market and to attain a clientele of growers to
utilize SeedGuard, and therefore there is a risk of delay in receiving revenues from sales of this product. In addition, as SeedGuard is still in the
development stages, management sees uncertainty in the successful completion of the development of a product which can treat all pathogens
and diseases throughout all stages of storage of the seed tubers. Moreover, the Company has yet to undertake registration of SeedGuard in those
countries in which it will be used.
As of the date of this registration statement, the Company is engaged in trials in Israel, Germany and the United Kingdom in order to show the
efficacy of SeedGuard against a variety of diseases. The trials will take place from August 2009 until July 2010.

StoreGuard TM

StoreGuard TM is designed to extend crop storability duration and increase yield and quality in the storage of fruits and vegetables by addressing
the issues surrounding crop skin diseases and their hydration. Management believes this is the first time that storage providers of fruits and
vegetables have been exposed to the ability to extend shelf life in storage. Thus, management is not able to point to any other solution in the
market which competes with StoreGuard.

Accordingly, Management believes it has identified an opportunity to provide farmers with a product which will extend storage duration and
will be advantageous to farmers and growers in the development of fruits and vegetables post season.

The Company has yet to undertake registration of StoreGuard in those countries in which it will be used. Further, Management will be required
to educate the market as to this product and the solutions it can afford farmers and growers of fruits and vegetables.

                                                                       11
Plan of Operation and Financing Needs

The Company has sustained operating losses and its cash needs extend beyond its current resources. Subsequent to the third quarter of 2009,
the Company will exhaust most of its liquidity. In addition, the Company does not have a reliable source of future funding. These factors create
an uncertainty about the Company‟s ability to continue as a going concern.

As of the filing date of this registration statement, we have generated limited revenues from sales of our products to customers.

In order to complete our R&D and to generate sales we will require funds in the sum of $1.2 million (out of which we have already raised
$0.359 million as of June30, 2009) and $1.3 million in the years 2009 and 2010, respectively. We plan to raise funds from Institutional
Investors and private investors in 2009 in the net amount of $3.3 Million. As of the date of the filing of this Registration statement, we have
introduce our Company and presented our business plan to several Institutional and private funds. Few of these investors are currently
evaluating a potential investment in our Company. However, no definitive agreements have been negotiated or signed to date.

From January 2008 through April 2009, Pimi Israel engaged in a Private Placement in the aggregate amount of $1.194 Million which included
up to 2,279,354 Ordinary Shares of Pimi Israel for the average price of $0.525 per share, which were exchanged for 2,279,354 shares of
Common Stock of the Company under the Exchange Agreement. Between May 2009 and June 2009, we have raised $114,000 in consideration
of the issuance of 85,328 shares of our Common Stock, at an average price of $1.336. This financing allowed us to execute pilot treatments of
storage rooms with our product and technology in the UK, Germany and the Ukraine, to begin marketing of our products and technology and to
advance the development of our products and technology.

As of the date of the filing of this registration statement, there is no expected purchase or sale of plant or significant equipment in the next 12
months. There are no planned significant changes in the number of employees over the next 12 months; however, if a contract that requires
significant staff increase is presented and executed, it may be necessary to hire additional employees.

As the storage season of potatoes in the northern hemisphere, where the Company is currently active, starts in October of each year and ends
approximately in May/June the next year, Management expects that most of its revenues would be received it the fourth quarter and the first
and second quarter of each year. As of the date of the filing of this registration statement, the Company does not have enough data and
experience in order to determine how this would affect its results from operations, as it depends on the commercial terms of the agreements the
Company would enter into with its distributors and customers and the producer/suppliers of its products.

Results of Operations for the Year Ended December 31, 2008 compared to Year Ended December 31, 2007 and to the Year Ended
December 31, 2006

Total Net Sales : Total Net Sales increased $88,849 or 564% to $104,612 in 2008 from $15,763 for 2007. Increase of revenue was derived
from sales of our products and technology to pilot storage rooms in order to show efficacy in the UK, Ukraine and Germany. The Company‟s
products and technology are still in development stage and have not been actively marketed to date. Total Net Sales decreased $13,691 or 46%
to $15,763 in 2007 from $29,454 for 2006.These decreases in 2006 and 2007 were due to investments in pilot storage rooms for proving the
efficacy of our products, and the introduction of our product without generating substantial sales.

R&D Expenses : R&D Expenses for 2008 of $515,154 increased $196,139 or 61% from the $319,015 in 2007, due to cost of the pilot storage
rooms we have installed in the UK, Ukraine and Germany and costs related to these pilot rooms such as travel expenses. R&D Expenses for
2007 of $319,015 decreased $132,989 or 29% from the $452,004 in 2006, mostly due to R&D Grants received from the Chief Scientist –
Government of Israel in the amount of $91,248 in 2007, in comparison with no grants received in 2006.

General and Administrative Expenses : General and administrative expenses decreased by $3,004 or 2% in 2008 to $187,032 from $190,036
in 2007. General and administrative expenses increased by $39,218 or 26% in 2007 to $190,036 from $150,818 in 2006, mostly due to increase
in Professional fees expenses.

Loss from Operations : Loss from operations for 2008 of $597,574 was up $104,286 or 21% from the loss from operations in 2007 of
$493,288 as a result of the growth in R&D expenses ($196,139) were partially compensated by growth of sales ($88,849). Loss from
operations for 2007 of $493,288 was up $80,080 or 14% from the loss from operations in 2006 of $573,368 as a result of the reduction in R&D
expenses of $132,989 (mostly R&D Grants), were partially balanced by growth of General and Administrative expenses of $39,218 (Mostly
Professional fees expenses), and decrease in sales of $13,691.

Financing Expenses : Total financing expenses in 2008 amounted to $5,420, which were $3,663 higher than our financing expenses of $1,757
in 2007. This was a result of higher net interest and bank expenses in 2008 than in 2007. Total financing expenses of $1,757 in 2007 were
$10,056 lower than our financing expenses of $11,813 in 2006, as a result of lower net interest and bank expenses in 2007 than in 2006.
    Net Loss : Net loss of $602,994 in 2008 was $261,541 or 77% more than the net loss in 2007 of $341,453. The net loss for 2007 was reduced
    due to income from discontinued operation (see note 14 to the Financial Statements). Net loss of $341,453 in 2007 was $489,962 or 59% less
    than the net loss in 2006 of $831,415. The net loss for 2007 was reduced due to income from discontinued operation at the amount of 153,592,
    The net Loss for 2006 was increased from discontinued operation at the amount of $246,234 (see note 14 to the Financial Statements).

    Results of Operations for the 3 months Ended March 31, 2009 compared to 3 months Ended March 31, 2008

    Total Net Sales : Total Net Sales increased $6,896 or 286% to $9,306 in the 3 months ended March 31, 3009 from $2,410 for the 3 months
    ended March 31, 2008. Increase of revenue was derived from sales of our products and technology to pilots rooms in UK. The Company‟s
    products and technology are still in development stage and have not been actively marketed to date.

    R&D Expenses : Total net R&D Expenses for the 3 month ended March 31, 2009 of $ 191,852 increased $127,945 or 200% from the $63,907
    for the 3 months ended March 31, 2008, due to increase in cost of labor and professional services in the amount of $86,949, travel and other
    expenses of $18,393 and decrease in R&D grants of $22,603.

    General and Administrative Expenses : General and administrative expenses increased by $4,739 or 17% in the 3 months ended March 31,
    2009 to $32,832 from $28,093 in the 3 months ended March 31, 2008 mostly due to increase in cost of labor and professional fee expenses.

    Loss from Operations : Loss from operations for the 3 months ended March 31, 2009 of $215,378 was up $125,788_or140% from the loss
    from operations in in the 3 months ended March 31, 2008 as a result of the growth in R&D expenses ($127,945) which were partially
    compensated by growth of sales ($6,896).

    Financing Expenses : Total financing expenses in the 3 months ended March 31, 2009 amounted to $4,050, which were $3,189 higher than
    our financing expenses of $861 in the 3 months ended March 31, 2008. This was a result of increase in bank expenses due to increase in
    activities and exchange rate.

    Net Loss : Net loss of $219,428 in the 3 months ended March 31, 2009 was $128,977 or 143% higher than the net loss in the 3 months ended
    March 31, 2008 of $90,451 mainly due to increase in R&D expenses at the amount of $127,945.

    The following table presents certain financial data for the periods indicated. Our historical operating results are not necessarily indicative of the
    results for any future period.

                                                                   Three month period
                                                                     ended March 31,                         Year ended December 31,
                                                                   2009            2008                 2008           2007                  2006
                                                                       (unaudited)                                  (audited)
    Revenues                                                           9,306           2,410              104,612         15,763               29,454
Research and development expenses                                   (191,852 )       (63,907 )           (515,154 )     (319,015 )           (452,004 )
General and administrative expenses                                  (32,832 )       (28,093 )           (187,032 )     (190,036 )           (150,818 )
Operating loss                                                      (215,378 )       (89,590 )           (597,574 )     (493,288 )           (573,368 )
Financing expenses (income), net                                      (4,050 )          (861 )             (5,420 )       (1,757 )            (11,813 )
Loss from continuing operation                                      (219,428 )       (90,451 )           (602,994 )     (495,045 )           (585,181 )
Income (loss) from discontinued operation (in 2007
    includes capital gain on disposal of US$ 245,574), net                 -                  -                 -           153,592          (246,234 )
Net loss for the period                                             (219,428 )          (90,451 )        (602,994 )        (341,453 )        (831,415 )

    Management believes that the recent trend in increase of its revenues would not continue in the fiscal years 2009-2010, although it believes that
    in 2011 revenues will increase substantially. This projection is subject to the completion of the regulatory process of the registration of its
    Spudefender in the U.S. and the EU countries. Management believes the trend of increase in its costs will continue during the coming years and
    costs will increase at a higher rate, as the Company will expand its activities to the U.S. and to other regions of the world, and will expand its
    R&D activity and marketing activities to other products. Accordingly, management expects losses to continue in 2009 and 2010.




                                                                             12
Liquidity and Capital Resources

As of March 31, 2009, we had liabilities of $314,382 ($238,184 as of December, 2008), including $190,150 ($101,511 as of Dece mber 31,
2008) of third party liabilities, and $124,231 ($136,673 as of December 31, 2008) was due to related parties. The amounts due to related
parties are for consulting services and salaries $74,329 ($86,000 as of December 31, 2008) and for services and reimbursement of expenses
relating to the company‟s patents and patent applications $13,948 ($26,000 as of December 31, 2008).

As of March 31, 2009 we have cash on hand in the sum of $284,244. Currently our net burn rate is approximately $75,000 per mo nth. Thus, we
will need additional sums of approximately $391,000 through December 2009.

We anticipate receiving investments until December 2009 under firm commitments at the sum of approximately $258,000 (out of which we
have already received $114,000 in June 2009). In addition Earthbound LLC ("EB") has received an amended and restated warrant to invest in
the Company the sum of $200,000 until July 31, 2009. If this warrant will be exercised we shall receive a total of $458,000 before December
2009. If the warrant granted to EB will not be exercised, we will need to raise at least $133,000 from other investors during the fourth quarter
of 2009. This is without taking into account approved unused credit lines in the sum of approximately $27,937.

The Company has sustained operating losses and its cash needs extend beyond its current resources. Subsequent to December 2009, the
Company will exhaust most of its liquidity. In addition, the Company does not have a reliable consistent source of future funding. These factors
create an uncertainty about the Company‟s ability to continue as a going concern.

The Company anticipates that it will begin to realize material revenues in the potato season of 2010 (the third and fourth quarters of 2010), as
clients will begin to utilize and pay for the Company‟s product and technology, and the Company determined that approximately $2.5 million
of additional funding is necessary to bridge the Company to the larger revenue sales that were due to begin in 2010. Realization of revenues
is subject to regulatory approval of the relevant regulator, in each country where we intend to deliver, distribute and sell our products, which we
currently do not have, except for the state of Israel.

Net Cash Provided by or Used in Operating Activities      for the years 2008, 2007 and 2006

Net cash used in operating activities, generated from continuing operations was $589,632, $226,617 and $868,175 for the years ended
December 31, 2008, 2007 and 2006, respectively. Net cash used in operating activities primarily reflects the net loss for those periods, which
was reduced in part by depreciation and amortization, stock-based compensation and changes in operating assets and liabilities.

Net cash (used in) provided in operating activities, generated from discontinued operations (in 2007 includes capital gain on disposal of
$245,574), was ($153,592) and $246,234 for the years ended December 31, 2007 and 2006.

Net Cash Provided by or Used in Operating Activities      for the three months ended March 31, 2009 and March 31, 2008

Net cash used in operating activities, generated from continuing operations was $96,632 and $92,503 for the three month period ended March
31, 2009 and 2008, respectively. Net cash used in operating activities primarily reflects the net loss for those periods $219,428 and $90,451
respectively, which was reduced in part by none cash stock-based compensation $25,546 and $0, respectively and changes in operating assets
and liabilities $97,250 and $2,052, respectively.

Net Cash Provided by or Used in Investing Activities     for the years 2008, 2007 and 2006

Net cash used in investing activities was $18,682, $4,267 and $27,685 for the years ended December 31, 2008, 2007 and 2006, respectively,
used primarily to purchase equipment (such as computers, and office equipment), and funds deposit in respect of employees rights upon
retirement.

Net Cash Provided by or Used in Investing Activities     for the three months periods ended March 31, 2009 and March 31, 2008

Net cash used in investing activities was $8,314, and $4,764 for the three month period ended March 31, 2009, and 2008, respectively, and was
used primarily to purchase equipment (such as computers, and office equipment), and fund deposits in respect of employees rights upon
retirement.


Net Cash Provided by or Used in Financing Activities      for the years 2008, 2007 and 2006

Net cash provided by financing activities was $845,744, $324,661 and $677,626 for the years ended December 31, 2008, 2007 and 2006,
respectively, primarily attributable to capital raised in 2008, 2007 and 2006 and to loans from shareholders that were received in 2006.
Net Cash Provided by or Used in Financing Activities        for the three months periods ended March 31, 2009 and March 31, 2008

Net cash provided by financing activities was $132,126, and $98,490 for the three month period ended March 31, 2009 and 2008, respectively,
which is primarily attributable to capital raised at the amounts of $245,000 and 98,490 respectively, reduced by deferred issuance expenses at
the amount of 112,874 and $0, respectively.

Management believes that as a result of anticipated financing in 2009, and with certain revenues to be received from the sale and delivery of its
products to clients, there will be sufficient capital to meet operating needs for the year ended December 31, 2009. However, there can be no
assurance that we will be able to obtain such financing, on terms acceptable to us and at the times required, or at all. In addition, there can be no
assurance that the contracts that the Company is relying upon will generate sufficient revenue to meet its operating needs, and therefore, there
is a risk that the Company will not have sufficient capital or liquidity in the future, if these contracts do not come to fruition, or do not generate
the revenue the Company anticipates. If these contracts do not generate the anticipated revenue, it is likely the Company will not have
sufficient liquidity or capital resources to sustain itself without additional financing, and there is no assurance that additional financings will be
available to the Company, or if such financing will be available on acceptable terms.



                                                                         13
Off-Balance Sheet Arrangements

We do not have any off balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition,
revenues, results of operations, liquidity or capital expenditures.

Critical Accounting Policies

The Securities and Exchange Commission ("SEC") defines "critical accounting policies" as those that require application of management's
most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently
uncertain and may change in subsequent periods. Our accounting policies are described in Note 2 to the financial statements appearing
elsewhere in this report. Not all of the accounting policies require management to make difficult, subjective or complex judgments or estimates.
Due to the early stage of operations of the Company there are no accounting policies that are considered to be critical accounting policies by
the management.

Recently issued accounting pronouncements

FAS 141(R), "Business Combinations "

In December 2007, the FASB issued FAS 141(R), “Business Combinations”. This Statement will replace FAS 141, “Business Combinations”
(“FAS 141(R)”). FAS 141(R) retains the fundamental requirements of FAS 141 with respect to the implementation of the acquisition method of
accounting (“the purchase method”) for all business combinations and for the identification of the acquirer for each business combination. This
Statement also establishes principles and requirements for how the acquirer recognizes and measures in its financial statements the identifiable
assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree, how the acquirer recognizes and measures the goodwill
acquired in a business combination and the disclosure requirements to enable users of the financial statements to evaluate the nature and
financial effects of the business combination.

FAS 141(R) will apply prospectively to business combinations for which the acquisition date is on or after December 15, 2008 (January 1,
2009 for the Company). Early adoption of FAS 141(R) is prohibited. The Company has not yet evaluated this statement for the impact, if any,
that it will have on the financial position and results of operations on the Company.

FAS 160, "Noncontrolling Interests in Consolidated Financial Statements"

In December 2007, the FASB issued FAS 160, “Non-controlling Interests in Consolidated Financial Statements” (“FAS 160”). This Statement
amends ARB 51 and establishes accounting and reporting standards for the non-controlling (minority) interest in a subsidiary and for the
deconsolidation of a subsidiary. FAS 160 clarifies that a non-controlling interest in a subsidiary is an ownership interest in the consolidated
entity that should be reported as equity in the consolidated financial statements. FAS 160 is effective for fiscal years beginning on or after
December 15, 2008 (January 1, 2009 for the Company). Early adoption of FAS 160 is prohibited. The Company has not yet determi ned the
impact, if any, that FAS 160 will have on its financial position and results of operations.

FAS No. 162, "The Hierarchy of Generally Accepted Accounting Principles"

In May 2008, the FASB issued FAS No. 162, "The Hierarchy of Generally Accepted Accounting Principles" ("FAS 162"). FAS 162 identifies
the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of
nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States (the GAAP
hierarchy). FAS 162 is effective sixty days following the SEC's approval of PCAOB amendments to AU Section 411, "The Meaning of 'Present
Fairly in Conformity With Generally Accepted Accounting Principles'". The Company is currently adhere to the hierarchy of GAAP as
presented in FAS 162, and the adoption is not expected to have a material impact on the financial position and results of operations on the
Company.

FAS No. 165, “Subsequent Events”

In May 2009, the FASB issued FAS No. 165, “ Subsequent Events ”. This statement establishes general standards of accounting and disclosure
of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. FAS No. 165 is effective
for interim or annual financial periods ending after June 15, 2009. The Company does not expect the adoption of FAS No. 165 will have any
material impact on its consolidated results of operations, financial positions and cash flows.

                                                                        14
                                                                    BUSINESS

History

Pimi Agro CleanTech, Ltd. ("Pimi Israel") was established in 2004 with a vision to develop and sell environmentally friendly alternative
solutions to current methods for pre and post harvest treatments of fruits and vegetables. Current methods in practice and products leave residue
of harmful chemical pesticides. Pimi and its Co-Founder, Mr. Nimrod Ben Yehuda have invested many years of research in developing
eco-friendly solutions; the company‟s technology platform is based on a unique and patented formulation of STHP for the treatment of fruits
and vegetables. Pimi has also developed a controlled distribution system to apply its solution while maintaining high levels of relative humidity
in storage rooms using advanced technology to create micro droplets, in accordance with special working protocol.

In December 2005, Pimi Israel purchased all of the outstanding shares of Optiguide. Optiguide was an Israeli company that engaged in the
development, assembly and marketing of humidity control systems. At the time, the Company‟s strategy was to develop and integrate a product
based on Optiguide‟s fogging delivery systems and the Company‟s formula. On April 30, 2007 Pimi Israel completed the sale of Optiguide.
For further information, please see Note 14 to our Financial Statements.

On April 27, 2009 we purchased all the issued shares of Pimi Israel from Pimi Israel‟s shareholders, in consideration for 6,313,589 shares of
the Company‟s Common Stock. As a result, Pimi Israel became a wholly owned subsidiary of the Company.

At the moment Pimi is focused on addressing the immediate need for treatment of season-long harvest storage, which is chemical-free (after
wash) and environmentally friendly for table and processed potatoes and also for potatoes seeds.

Industry Overview

The fresh fruit and vegetable industry is constantly seeking technology and methods to prolong shelf life, reduce quality losses and keep
freshness of crops. In most cases the only way to prolong shelf life and reduce quality losses is by using chemicals which leave residues. The
processed food industry is also using chemicals which leave residues and contaminate water and livestock. Heavy chemicals which leave
residue are used also by the seed industry.

Agricultural regulatory bodies such as European Commission of Health and Consumer Protection the “European Commission" or the " EC")
and the US Environment Protection Agency (the "EPA"), are increasingly focusing to reduce the use of residue chemicals in treating fruits,
vegetables, seeds and soil in favor of environment-friendly alternatives.

In addition, organic food and organic agriculture is rapidly gaining momentum and is advocating chemical and residue-free use from growth,
harvest to storage and maintenance. This is strengthened by the relatively new trend to consume low or non-residue produce, which have risen
to 20%-25% of consumed produce in developed countries like Netherlands (see "Reducing Residue Rising up Priority List" 78 FGJ 1 February
2008. at: http://www.bcpcertis.com/Certis.bcp/English/Home/News/page.aspx/565?xf_itemId=522&xf_selectionDatapartId=512 .
The Company‟s management believes that the trend in the market (as may be exhibited by market leaders such as Marks & Spencer, Tesco and
Sainsbury in the UK and EDEKA chain in Germany) is to replace, as much as possible, fruits and vegetables treated with chemical which leave
residues with fruits and vegetables with no residue or low residue.

Losses of agricultural produce, as high as 40% in countries such as India (see: http://www.postharvestindia.com ) and China (see Post harvest
Handling of Fresh Vegetables edited by Tina O'Hare, published 2001 at ACIAR, and see Kader at Acta Horticular. 682, ISHS2005), due to
diseases and lack of correct supply chain from the field to the stores, are exacerbated by the increasing demand for food produce, especially in
developing countries.

Accordingly, there is a significant need to find alternative solutions to current chemical treatments for pre- and post- harvest treatments of fruits
and vegetables that will provide the following benefits:


  Reduce spoilage and losses of produce;

  Extend shelf-life and improve quality of fruits, vegetables and grains;
 non-residue and leave no harmful chemical by-products;
  Are
 cost effective;
  Are

  Approved for organically produced crops.

With roughly 800 million tons of stored fruits and vegetables annually (see USDA VGS-328/August 27, 2008) world-wide, management
believes there is an immediate, addressable market for Pimi‟s products.
The Potatoes Industry - the Need to Replace CIPC and prolong shelf life

Pimi is addressing the immediate need for developing treatment and season-long harvest storage that is chemical-free and environmentally
friendly. As of the date of the filing of this registration statement Pimi is focusing on the treatment of potatoes, which is the second largest
stored crop worldwide (after grains), and Pimi‟s first sales target. The potato market for Pimi‟s product is divided into two major sections:
stored potatoes and seeds potatoes.

                                                                      15
Potatoes are the fourth largest crop in the world. The annual crop of potatoes is estimated to be around 320 million tons (see also " The
Market"). In developed countries roughly half of the crop is used for direct use by households (i.e. table potatoes) and the rest for processing,
such as chips/crisps and French fries (i.e. processed potatoes). In non-developed countries, 80% of the crop is used as table potatoes and the
rest as processed potatoes. Therefore we estimate that the annual crop of potatoes is divided almost equally between table and processed
potatoes.

Stored potatoes begin sprouting, in most circumstances, after 3 months in storage. Effective sprout control is a major component of managing
stored potato quality. If proper sprout control is not maintained, significant reduction to tuber quality will occur, and the ability to store for
extended periods of time is diminished. Sprouting causes high yield loss and low quality produce for consumers and for processing. Sprouting
is also associated with the conversion of starch to sugars, which is undesirable in the processing industry, due to the darkening effect of fried
products. In the table potatoes industry, visible sprouts on potatoes are unacceptable to consumers.

The primary method to control sprouting in storage is with post harvest application of isopropyl N-(3-chlorphenyl) carbamate ("Chlorpropham"
or     "CICP")     a     synthetic    hormone      that    is   used     worldwide.       For    the   toxic    effects   of    CIPC     see:
http://pmep.cce.cornell.edu/profiles/extoxnet/carbaryl-dicrotophos/chlorpropham-ext.html .

CICP is a high stable chemical compound therefore it has high residue where ever it is applied. Today CIPC is applied in storage rooms as well
as in packing houses before distribution to retailers, therefore its residues can be found on the wall and floors of storage houses, on the
processing lines, in water used for washing the potatoes and also in livestock which are fed with the potatoes peel.

Therefore regulators such as the European Commission ("The EC") and United States EPA are pushing for substantial reduction of permitted
maximum residues level of CIPC in crops, livestock and water. The EU has issued in 2008, a Directive (196/2008 of January 29, 2008) which
sets the Maximum Residue Level ("MRL") of CIPC to 10mg per kg. The UK has recently regulated that potatoes treated with more than 36g of
CIPC per ton should only be used for commercial processing. The British Potato Council together with the industry in the UK, have set a
maximum of 63.75mg per ton for commercial processing.

In the US, in August 1996, a federal registration eligibility decision (RED) for CIPC was issued by the EPA for the continued use of this
chemical as sprout inhibitor of harvested potatoes in storage. A mandate regulated in 2002 by the Environmental Protection Agency, resulted in
a reduction in allowable CIPC tolerance of residue, on fresh potatoes from 50ppm to 30ppm per kg. Residues as high as 40 ppm are permitted
by EPA on wet peel potatoes, which goes to life feed stock. Similar consequences of CIPC reassessment are common in potato-growing region
in the world such as Canada and Australia. In Sweden CIPC has been banned for use since 2005. (For additional information see "The Need:
Diminishing Use of CIPC and Extending Shelve Life").

It is common that diseases develop in stored potatoes. The current procedure to deal with this situation is to lower the humidity and dry the
potatoes which, in turn, results in huge yield losses. Dehydration is also important component as potatoes are losing part of their weight during
storage due to dehydration.

Pimi has developed patented formulas ("Products") application and storage protocol which are environmental friendly and which leave no
residue after washing. Pimi Products substitutes the CIPC as sprout inhibitor, increase shelf life and prevent quality reduction. The Products
and such applications prevent dehydration and quantity losses. Management believes that there is no other solution available at the moment
which suppresses sprouting and at the same time prevents quality looses as our Products do.

Our Products and Technology

At the date of this registration statement, Pimi develops, tests and markets Spudefender TM for treatment of stored table and processed potatoes,
StoreGuard TM for treatment in storage of other vegetables, and SeedGuard TM for treatment of seed potatoes:

The SpuDefender TM

Pimi develops and markets the SpuDefender TM product. SpuDefender TM is a formulated STHP designed for use in potato storage treatment to
inhibit sprouting and rotting and reduce decay, quality and quantity losses. The SpuDefender TM is patent protected. The SpuDefender TM is
applied to the stored potatoes inside storehouses, using Pimi‟s proprietary storage application protocol which is based on an especially designed
system and ultrasonic atomizers to provide optimum results (the "Technology"). SpuDefender TM is able to supplement five benefits in one
solution which consequently extend storability and shelf life of crops, reduces quantity and quality losses thus, increase yield and revenues for
growers and producers. It has been proven through numerous tests, pilots in storage rooms, and years of experience of semi commercial use
that the SpuDefender formulation and the storage protocols have the following benefits (see Uzi Afek and al. "Using STHP (Hydrogen
Peroxide Plus) to Inhibit Potato Sprouting During Storage" at http://www.pimiagro.com/upload_pdf/1241461757_2.pdf):


  Anti-sprouting;

  Disease control;

  Prevents dehydration and shrinkage.

  Enhances fry color for processed potatoes (crisps and French fries)

  Enhances storage conditions by reducing the major stress factors such as suffocation, dehydration and microbial attack.

                                                                    16
Applying SpuDefender TM during storage extends potatoes dormancy period in storage, and avoids sprouting. The unique SpuDefender TM
formula and the Technology also prevent dehydration of the crops, and supply effective disinfection against bacteria and other storage diseases.

SpuDefender TM is an external treatment therefore after washing its leaves no residue. At the end of the application process the active
ingredient of SpuDefender TM decomposes into water and oxygen, which is a great advantage over existing chemical alternatives, such as CIPC.

SpuDefender TM has been tested for several years in Israel on a variety of potatoes, which are grown in hot climate regions and was found
effective. Spudefender is being used for several years by PepsiCo Israel who produces Frit-o-lays crisps in Israel and by Tapud Ltd., who
supplies French Fries to McDonald's in Israel. During the last potato season (September 2008- to April 2009) Pimi has conducted pilot storage
rooms with SpuDefender TM and its Technology in the UK, Germany and the Ukraine in cold whether conditions with no-mechanical cooling
rooms (See " Recent Developments ") and has made some adjustments to its technology to these type of storage . Pimi has also treated
successfully table-potato storage rooms with SupDefender during the last potatoes season in the UK (See "Recent Developments").

StoreGuard TM

StoreGuard TM is designed to extend the shelf life of fruits and vegetables by preventing a majority of crop skin diseases, and improving storage
conditions. StoreGuard TM enriches the crop with Oxygen and humidity, which are key factors for good storability process. The active
ingredient of StoreGuard is STHP, which is known to oxidize bacteria and fungi, as well as to be effective on a wide range of microorganisms.
Accordingly, StoreGuard is found to be effective in extending shelf live of fruits and vegetables at farmer storage rooms, and on supermarket
shelves and later on in consumer's homes.

During the 2006-2007 cabbage season, StoreGuard was tested by Omex Agriculture ltd, UK in warehouses related to retail chain stores and
was found effective in preventing quantity and quality losses related to dehydration, bacteria and fungal diseases in comparison to cabbage
which was stored in regular storage conditions. To date, use of StoreGuard has been found effective in comparison trial of stored cabbage and
is currently being sold to a farmer in the UK who supplies cabbage to Marks & Spencer, a leading UK retailer. At the vegetable storage season
of 2008-2009 thousands of tons of cabbage, broccoli and cauliflower were stored with StoreGuard, gaining increased yield and reducing
diseases. Pimi plans to execute tests of StoreGuard on onions and carrots during the 2009 season (from September 2009-2010).

As of the date of the filing of this registration statement, StoreGuard is promoted and sold in the UK by our distributor Omex Agriculture ltd.,
(see "Customers and Partners") and is used by several leading farmhouses in the UK.

SeedGuard TM

Potatoes are susceptible to a variety of diseases that lower yields and tuber quality which might cause significant losses in the quantities and
quality of crops. What's more, pathogens accumulate in successive cloning of tubers and in the soil used to grow them. That is why sustainable
potato production depends on a constantly renewed supply of disease-free planting material. According to numerous international regulations,
seeds, of all types, must be disinfected to prevent the transfer of diseases between countries, between seeds, from seeds to soil, and from seeds
to crop.

Seed tuber disinfection treatments are used to reduce seed borne diseases. However organic mercury which has been used for this purpose has
been banned and the alternative agents available are effective against only some of the pathogens. Moreover an increasing number of pathogens
are found to be unaffected by any of these treatments (see Lea Tsror and al. "Survey of Bacterial and Fungal Seed borne diseases in Imported
and Domestic Seed Tubers" (1999) at http://www.pimiagro.com/upload_pdf/1241461817_4.pdf).

Pimi has embarked on a R&D plan for potato-seed applications, aimed for the development of an innovative, holistic and ecological solution to
treat potato seeds throughout their lifecycle, which was approved for receiving grants from the Israeli Chief Scientist Office (see
"Governmental Support ") . SeedGuard TM is designed to provide added-value to the seed producer and potato growers owing to its long lasting
disinfectant effect, versus existing aggressive chemical treatments which are not environmental friendly solutions.

Since 2005 we have conducted extensive laboratory and field trials with SeedGuard in order to test its effectiveness against pathogens. We
have conducted laboratory screening tests with SeedGuard TM of most common seed pathogens (bacteria, fungi, molds, yeast) diseases under the
supervision of the Vulcani institute Israel. The results have shown that SeedGuard is highly effective in controlling diseases caused by the
major pathogens. We have also conducted "in situ" tests on seed potatoes, in order the test SeedGuard‟s efficacy on these seeds. We have
conducted several field trials on different seed varieties, different soil profiles and different climates. The conclusions from all of these trials
were that SeedGuard is able to control seedborne diseases and does not have negative effect on the yield (See "Field Experiment Report
submitted to Pimi Marion Ltd." Dr. Lea Tzror and al., at http://www.pimiagro.com/upload_pdf/1245745035_123.pdf ).

To date, Management is not aware of any other comprehensive product, or technology, which protects the seeds against seedborne, storage and
soil borne disease, during the entire lifecycle of the potato seeds, from harvest to storage and planting, as SeedGuard was found to treat.
One advantage of SeedGuard which was discovered in the tests described above is that SeedGuard does not harm the potato seeds, which,
immediately after harvest, have a very delicate peel. Management is not aware of any product or technology which is able to treat potato seed at
this crucial stage of the seeds. Management believes, based on the tests described above, that SeedGuard is suited for this early stage of the life
cycle of seeds, and believes this unique advantage will help in the promotion and sales of SeedGuard.

Pimi has discovered what is called the "Epical Dominance Breakdown Effect" (patent protected) which stimulates lateral eyes that may
cause more stems and thus support more potato tubers that may result in a higher yield for the grower. These qualities were demonstrated in
field trials with some potato seed varieties, and it suits the seed preparation method before planting, which is used in European countries.

Management intends that SeedGuard will provide the following key benefits, which were demonstrated in trials conducted so far:

        Sanitizes a wide range of seed-born pathogens;
        Induces apical dominance breakdown in potato seeds;
        Where epical dominance breakdown can be done, may increase marketable yield and therefore may increase grower‟s profits in
         potato seeds;
        Delivers an extra care program for seeds from harvest through storage to planting by controlling the majority of diseases threatening
         the seeds and its daughters;
        Increase seed health and potency.

Management estimates that additional substantial R&D is required to tailor the SeedGuard to specific seeds such as wheat, corn and others.

                                                                        17
Products planned for Research and development

Pimi plans to extend its line of products in the coming years by devoting substantial R&D for two other areas, where Pimi has identified a
market need for environmental friendly solutions.

GrainGuard TM

The grain agricultural market, including corn, wheat, rice and soy, make up the largest segment of the dry foods storage market. Grains are
typically stored in silos and tend to develop mildew, fungus, bacteria and other harmful organisms which cause huge losses. Current grain
disinfectant solutions are mainly chemicals and are harmful to the environment and leave residue in the grains. These chemicals are gradually
being           phased         out        (see       Food         Industry       Grocer,          January         17,       2009,          at:
http://findarticles.com/p/articles/mi_hb5245/is_7888_232/ai_n31348288/?tag=content;col1             ,           and                      also
at: http://www.pan-uk.org/pestnews/Issue/pn57/pn57p20a.htm ).

GrainGuard TM is designed to treat grains against mildew, fungus, bacteria and other harmful organisms, which cause huge losses in yield.
Unlike existing chemical treatments, Grain Guard’s active ingredient is environment-friendly and residue-free.

This product line requires substantial R&D and field tests in order to tailor specific solution variants to specific types of grains and pests and
storage infrastructure.

SoilGuard TM

The soil treatment market is in need for an ecological solution since the commonly used agrochemical Methyl Bromide was banned from use
due to its harmful effects on the environment and is gradually phasing out. We aim that SoilGuard TM will address the following:



  Disinfection against soil diseases;

  Treatments against pests (such as Nematodes);

  Killing of weeds.

We have yet to initiate the R&D for the SoilGuard     TM
                                                           which may be lengthy and costly, and which might require cooperation with a strategic
partner in this field.

Our Technology

Pimi‟s technology for increasing the storability and shelf life of fruits and vegetables is based on a unique proprietary solution and delivery
system.

Active Ingredient -Stabilized Hydrogen Peroxide solution (STHP)

Pimi has developed a patented Stabilized Hydrogen Peroxide (H2O2) formulas that includes: Hydrogen Peroxide (widely used in various
industrial applications, such as: rocket fuel, wound disinfection, hair coloring and teeth whitening), Phosphoric acid and stabilizers. The
formulations were developed by Nimrod Ben Yehuda, Pimi‟s co-founder, with the assistance of leading research institutes.

Fogging delivery system

By harnessing the advanced fogging technology of ultrasonic micro Droplets (which was developed by third parties and was upgraded by
Pimi's management) and the special distribution method developed by the Company, Pimi's Technology is capable of distributing a lower than
10 micron droplet cloud in the storage room. This ultrasonic droplet diameter and the application method generate “Dry Fog”, forms a highly
effective vehicle for distributing Pimi‟s products. Ultrasonic droplets with Pimi‟s distribution protocol enable the penetration of even the tiniest
gaps in a potato peel. An added benefit comes with the ability to raise relative humidity to a very high level of 99% without causing the
devastating effects of a condensation event. The system is fully automated, thus enabling a cost-effective implementation for customers,
reducing many hours of labor and minimizing user intervention.

                                                                          18
Manufacturing Process Supply of Raw Material

Pimi‟s products are currently produced by Solvay Chemical International S.A in their plant located in Belgium ("Solvay") and also in Israel.
Solvay is one of the leading world-wide producers of Hydrogen Peroxide. Solvay manufactures STHP for us while the silver stabilizer of the
formula is produced by another manufacturer in Europe. Management anticipates that Solvay will produce our products for North America
and East Asia. Management believes that Solvay has production facilities in these regions.

Pimi has agreed to buy minimal quantities of the products from Solvay, upon the approval of our products by the EC. The prices of the
products are fixed for the long term and are subject to the fluctuations in the prices of raw materials, energy and the cost of packaging used for
the manufacturing of our products.

Transportation and Storage of our Products

Unstable Hydrogen Peroxide is a common chemical sold and transported world wide in 50% concentrations; transported Hydrogen in such
concentrations is defined as dangerous goods by the industry.

We have decided to supply our products with stable Hydrogen Peroxide and at low concentration of only 20%, which is graded as lower risk
compared to the Unstable Hydrogen Peroxide at 50% concentration. At this grade of risk the product should be transported by certified truck
drivers, and the truck should be marked with special signs. The delivery of the product should be transported together with Material Safety
Data Sheets (MSDS) which show the dangers related to the product and the safety procedures, including how the product should be handled.

Peroxide is an aggressive oxidizer and will corrode many materials. Hydrogen Peroxide should be stored in a cool, dry, well-ventilated area and
away from any flammable or combustible substances. It should be transported in special tanks and vehicles and should be stored in a container
composed of non-reactive materials.

Pimi is carefully and diligently following the above rules and regulations in handling the product in transportation and storage.

Governmental Support

Pimi Israel has received grants from the Israeli Chief Scientist for a program of investment in research and development of solution for
disinfection of potato seeds (SeedGuard TM ) in 6 stages method. The approval of the Chief Scientist was extended and changed in order to
enable certain expenses to be recognized for the grant. Pimi has received from the Chief Scientist the sum of $121,753 (484,429 NIS) as grant
under this program.

Pimi is obligated to pay the grant back to the Chief Scientist in the form of royalties. In the first 3 years of sales we shall pay 3% out of the
sales of the product which was developed under the R&D program. In the fourth, fifth and sixth years of sales we shall pay 4% of such sales,
and from the seventh year and on we shall pay 5% up to the amount of the grant. If there will be no sales of the product which was developed
under the program, Pimi will not be required to pay back the grant.

Under the law and regulations relating to the grant, sale of the IP developed under the programe to a foreign entity will require the approval of
the Israeli Chief Scientist.

                                                                        19
Intellectual Property

We have developed a significant intellectual property portfolio of patents. We believe that our intellectual property portfolio, coupled with our
strategic relationships (see "Customers and Partners " ) and accumulated experience in the field, gives us an advantage over potential
competitors. We currently maintain the following patents (for the agreement of the transfer of the rights in the patents and patents applications
to us, see "Certain Relations and Related Parties transaction" ) :

Country                                Patent Register No.            Application No.                  Status                Validity Date
U.S.A                                      6,797,302                                                  Granted                 July 2019
U.S.A                                      6,946,155                                                  Granted                 July 2019
U.S.A                                      7,147,872                                                  Granted                 July 2019
Europe                                                                  99933105.1                    Pending
China                                      99810112.5                                                 Granted                  July 2019
Russia                                      2262230                                                   Granted                  July 2019
Russia                                                                  2005115093                    Pending
Australia                                    757,181                                                  Granted                  July 2019
South Africa                                2001/1528                                                 Granted                  July 2019
Israel                                                                      125520                    Pending
Chile                                                                       1675-99                   Pending
Mexico                                       230589                                                   Granted                  July 2019
Canada                                                                  2,338,718                     Pending
Kenya                                                                 PCT/IL99/00403                  Pending
Argentina                                AR 019937- B1                                                Granted                  July 2019
Bulgaria                                                                  105167                      Pending
Bolivia                                                                P990103701                     Pending
Brazil                                                                 PI9912697-4                    Pending
Colombia                                                                 99047340                     Pending
Costa Rica                                                                 6061                       Pending
Cuba                                                                      22/2001                     Pending
Czech Republic                                                         PV 2001-254                    Pending
Georgia                                                               AP1999004257                    Pending
Guatemala                                                               PI99-01099                    Pending
Honduras                                                              PCT/IL99/120                    Pending
Hungary                                                                  P0201109                     Pending
Korean                                                                2001-7001082                    Pending
Latvia                                       12750                                                    Granted                  July 2019
Nicaragua                                     1441                                                    Granted                  July 2019
New Zealand                                 509566                                                    Granted                  July 2019
Peru                                          3093                                                    Granted                  July 2019
Poland                                     P-348722                                                   Granted                  July 2019
Paraguay                                      4217                                                    Granted                  July 2019
Slovenia                                 9920057-20615                                                Granted                  July 2019
Slovakia                                                                 PV97-2001                    Pending
Turkey                                     TR2001-231                                                 Granted                  July 2019
Uruguay                                                                   025.625                     Pending
Serbia                                                                    P-51/01                     Pending
Norway                                                                   20010447                     Pending
Romania                                                                A 2001-00090                   Pending



                                                                       20
Regulatory Approval of Pimi's Products

In order to distribute and sell our products it should be approved by the regulators in every country were it is sold. So far we have obtained the
approval of the Israeli Plant Protection and Inspection Services for SpuDefender TM .

Our distributor for the UK, Omex Agriculture Ltd, is selling our product as "Plant Strengthener" under a clearance form the UK Pesticide
Safety Directorate, as a humidifier and Oxidation enriching agent for Fruits and Vegetables.

We are currently acting together with Wilhelm Weuthen GmbH, our partner in Germany in order to obtain the approval of BWL (the German
relevant authority) to the Spudefender. The BWL has agreed to extend our pilots rooms with Weuthen for next potatoes season to 7,000 tons.

As of the date of this registration statement we are simultaneously seeking the approvals of the US and EU authorities for the sale of our
products in the US and Europe, as described herein after:

Regulatory Process in the United States

The U.S. regulatory authority in charge of the approval of our product is the Environmental Protection Agency (EPA). The EPA regulates
pesticide chemical use in foods through a regulatory tolerance publication process. Under EPA regulations, specific pesticide chemicals may be
used in specific foods for particular reasons. The amount and kinds of pesticide chemical residues permitted to remain on food vary according
to FDA regulation which is administered by the EPA. Although the EPA establishes pesticide use and tolerances and exemptions from
tolerances for pesticide residues by its regulations, FDA enforces the EPA regulations through several provisions in the Food Drug and
Cosmetic Act.

In order to issue its approval for the use of such products, the EPA requires that we will show, through a series of physical and chemical tests
done by approved laboratories, that the registered product conforms with regulatory requirements and meets minimum standards of safety to
humans and the environment when used as labeled. While the EPA does not require submission of efficacy data, EPA does hold companies
responsible for insuring that the performance of a product conforms to label claims.

At the date of this registration statement, we are engaging Wagner Regulatory Associates Inc.from Hockessin, Delaware ("Wagner") as our
regulatory consultant for our application to the EPA. Wagner filed our application dossier in June 2009, in order to have registration approval
for the coming potatoes season.

We have applied to the EPA to register SpudDefender containing Hydrogen Peroxide as the active ingredient. We have been advised by
Wagner that in June 2002, the EPA established a regulation that permits application of hydrogen peroxide to all food commodities, and
therefore when such product is used according to this EPA regulation, the residue of Hydrogen Peroxide is exempt from the requirement for a
specific tolerance level (i.e. residue level). Therefore, in this instance, in Management‟s opinion, it is unlikely that the EPA would be concerned
about Hydrogen Peroxide since it is exempt from tolerance requirements. However, the EPA requires registration of any new label and/or
application of any new product, such as SpudDefender, and SpuDefender will be examined by the EPA for all its ingredients, a process which
will take up to nine months.

We have been advised by Wagner that, due to the fact that there is an exemption from the requirement of tolerance for the active ingredient
(Hydrogen Peroxide), at the rate used in our products, the registration process will last up to nine months and will cost us up to $100,000.

If and when the EPA approval is received, Pimi will still be required to attain the approval in each state where our products will be
delivered. Management does not believe that the costs of registration in each state are of a material nature to the Company.

Regulatory Process in Europe

In Europe the authority in charge of the approval of our product is the European Commission. Under the Plant Protection Products Directive
91/414 (the "EU Directive 91/414"), the European Commission requires that we will show that the product is not toxic, has physical and
chemical safety properties and is effective (i.e. it achieves the statement under its label). In order to submit the application ("Dossier") we have
engaged Redebel S.A from Brussels, Belgium ("Redebel"), who is a specialist in such process.

We have been advised by Redebel that in order to register our product in the European Community the complete Dossier for inclusion of
Hydrogen Peroxide on "Annex I" of EU Directive 91/414 must be approved by the European Commission ("Annex I Listing"). Such file has to
include documentation and information concerning the active ingredient (in our case Hydrogen Peroxide). Important elements of such
documentation are toxicological and eco-toxicological profile of the molecule and eventual dangers and hazards coming from human
exposition. An example of use of this substance in “formulated “product has to be also presented, and the most important element of this part is
demonstration of the efficacy – prove of the activity of the product declared on the label. Solvay Chemicals International S.A ("Solvay") who is
one of the leading manufacturer of Hydrogen Peroxide and the manufacturer of our Products for European circulation (see " Manufacturing
Process and Supply of Raw Materials " ), allowed us to use part of its Biocide Products Directive Dossier under the EU Directive 91/414, in
order to save us trials and expenses relating to reaching the above information relating to Annex I Listing.

After applying for Annex I Listing we may apply in any member state for provisional authorizations. Such a provisional authorization will be
granted for three years. However this period can be extended, if in the meantime no decision on "Annex I" Listing has been taken.
Normal procedure for efficacy testing is two years of trials. Redebel informed us that, if authorities agree before, eventually we might be able
to get provisional approval for usage permission in one year of efficacy trials. Redebel prepares now the file for submission.

Due to the reason the Dossier of Solvay will support our application we estimate the cost of the registration to be up to 160,000 Euro.

Once the listing of the active ingredient (approval of the European Commission) will be received we shall have to register the product in each
Member State of the EU, were our products will be sold and used, which will cost additional fees between 8000 Euro- 42000 Euro (depending
on the Member State). We have been advised by Redebel that, in order to apply for the permanent member state (national) authorization (as
well as for the provisional authorization) we will have to submit a complete Annex III dossier to each member state, where we will be
marketing and selling our product, for its approval. Each member state will evaluate the file and there could be differences in time and the
lengths of the process between the member states. However, we have been advised by Redebel that there is a possibility for a “Mutual
Recognition” procedure, under which the dossier is evaluated only once by one member state, and once authorization is received in this state,
the other member states will follow. This will decrease the costs of handling the process, and shorten the period of receiving the authorizations
from different member states.

Effects of Regulatory Approvals on our Business plans

To date, we have filed the application with the EPA. If the authorization for SpuDefender is not received in a timely manner, than we will apply
SpuDefender in three pilot rooms of 100 tons each in a university or a research centre in the U.S. These pilot rooms imitate a section of typical
storage room which is used across the U.S. for storage of potatoes. We have been notified by Frit-o-lays and McCain, with whom we shall
make those tests, that a successful storage results in these pilot rooms will enable us to step into full commercial usage during the 2010 potatoes
season.

To date, we are preparing together with Redebel the dossier for filing with the European Commission. We plan to submit the dossier to the
European Commission by the end of this calendar year. We have already received the approval of the German BWL to conduct trials in
commercial volumes in Germany in the coming seasons. We intend to apply for permission from the PSD in the United Kingdom for six trial
rooms in the coming season, as part of the regulation process in the EU. We plan to receive temporary approvals in Germany, the United
Kingdom, and perhaps other EU member states during the upcoming potato season (2010-2011).Accordingly, we anticipate that we will be able
to start commercial sales of SpuDefender in these countries by this time period. Concurrently we intend to continue the sales of Storomex as
plant strengthener in the United Kingdom for potatoes and cabbage.

                                                                        21
Customers and Partners

We have succeeded in entering into cooperative agreements with companies who specialize in the supply of agriculture products, primarily in
Europe. We are also cooperating with several major suppliers of table potatoes and producers of processed potatoes, who are examining Pimi‟s
products in order to use it at their storage rooms during the next potato season:

Omex Agriculture Ltd.

In January 2009, Pimi Israel and Omex Agriculture Ltd. ("Omex " ) a company who is active in supplying agriculture inputs to farmers in the
UK have entered into an Exclusive Distribution Agreement, for a term of 5 years. Pimi and Omex have been working together in marketing
Pimi's products for farmers in UK since 2006. Under this agreement, Omex markets, sells, distributes and installs systems and equipment
required for the application of Pimi's SpuDefender TM in the UK. SpuDefender TM will be distributed in the UK under the name of "Storomex".
All cost of marketing of the SpuDefender TM will be borne by Omex. Under the agreement, should SpuDefender TM require registration with any
government agency in the UK, Omex will execute such registration and it will bear all costs in obtaining such registration. In case Omex shall
not achieve minimum target of sales, then it might loose its exclusive distribution or even loose the rights for distribution for the UK.

Together with Omex we have conducted, in the potatoes season of 2008-2009, efficacy performance in pilot storage rooms, for major table
potatoes supplier, and storage rooms of process potatoes for international key player in the industry (see "Recent Developments").

Omex is also engaged in the distribution of Pimi's StoreGuard   TM
                                                                     , for storage of cabbage in the UK, and it supplies this product to several
framers.

PepsiCo UK and Ireland (Frito- Lay)

During the last potato season we cooperated with PepsiCo Europe, and its UK headquarters which is in charge of potatoes storage in West and
East Europe. PepsiCo produces and markets Frito Lay chips. We have installed a pilot storage room for a farmer who grows and stores potatoes
for Walker Snacks a subsidiary of PepsiCo, who manufactures Frito Lay chips for PepsiCo ( http://www.walkers.co.uk/ ). For the results of this
pilot see Recent Developments. As of the filing date of this registration statement we have started discussions also with PepsiCo USA who has
expressed intention to establish a pilot storage room for processed potatoes in the coming potatoes season.

McCain Food Limited

McCain is one of the world leaders in terms of processors of frozen food and French fries, and is a world known brand for French fries (See:
http://www.mccain.com/company/Pages/default.aspx ) . McCain also supplies French fries to McDonalds. In the last potatoes season we have
installed a pilot storage room for a farmer who grows potatoes for McCain UK. For the results of this pilot see Recent Developments.

Branston Holding Ltd

Branston Holdings Ltd. is a packager and supplier of table potatoes for retailers in the UK ( http://www.branston.com ) Branston‟s main
customer is Tesco UK, who is a leading retailer in the UK. Branston stores at its facilities and with farmers sites over 250 thousands tons of
potatoes each year. During the last potatoes season we have installed a pilot storage room for a farmer who grows potatoes for Branston. For
the results of this pilot see Recent Developments.

RWZ- Wilhelm Weuthen GmbH

Wilhelm Weuthen GmbH ("Weuthen") is one of the largest services suppliers for the potatoes industry in Germany. Weuthen is a company in
the RWZ DE group of companies, who is a supplier of agriculture inputs, to more than 75,000 farmers in Germany ( http://www.rwz.de/ ).
During the season of 2008 we have treated with our product and technology two pilot storage rooms of 1500 tons each, related to Weuthen (for
the results of the pilot rooms see "Recent Developments").

We are currently negotiating with Weuthen the possibility of nominating Weuthen as our exclusive distributor for Germany, Austria,
Switzerland and The Benelux countries and we plan together with Weuthen to treat additional storage rooms in coming potato season in
Germany.

Kraft Foods Inc.

Kraft Foods Inc. is one of the major growers, manufacturers and suppliers of processed potatoes for Eastern Europe. We have entered into an
agreement with Gaben LLC who has been appointed by Kraft Foods (Ukraine) to be the supplier for our products to Ukraine where Kraft's
plant and storage rooms are located. During the season of 2008 we have treated successfully with our product and technology a pilot storage
room of 1,000 tons (for the results of this pilot room see "Recent Developments"). Kraft Food has decided to extend the usage of SpuDefender
TM
   for 6,000 tons in the coming potato season (September 2009). Kraft has also decided to initiate a trial with our SeedGuard TM on potato seeds
in the coming crop season (September 2009).


                                                                      22
Vegisafe LLC (Earthbound LLC Group)

In January, 2009 Pimi Israel entered into a Joint Venture Agreement ("J.V Agreement") with Vegiesafe LLC ("Vegiesafe"), an affiliate of
Earthbound LLC ("EB"), a group of companies engaged in consulting to mass-market retailers and major supermarket chains in North America
( http://www.earthboundllc.com/ ).

The Joint Venture will market, sell and distribute Pimi's technology throughout the United States, on an exclusive basis, and throughout Canada
and Mexico, on a non-exclusive basis. Vegiesafe will market and handle the sales activities of the Joint Venture. Vegiesafe intends to seek
retailers and major distributors in the U.S., who will recommend its producers and suppliers to manufacture and supply CIPC-free potatoes, or
CIPC-free potato products. The exclusivity of the Joint Venture is subject to fulfillment of certain milestones of annual sales as herein
described. We will have 70% of the rights in the Joint Venture and will nominate two of its directors; Vegiesafe will have 30% of the rights,
and will nominate one director. We will grant a sub-license to the Joint Venture for the use of our patents and technology, relating to the
products and to any new product developed by us, for the term of the JV.

We are obligated to continue to operate the Joint Venture so long as certain trigger events occur prior to December 31, 2009. The Trigger event
is defined as: an event, where any retailer and any fast food chain, or any major packaged, frozen or snack food marketer, or any major or
national vegetable (or fruit) growers and major or national distributors in the US expresses an interest in launching CIPC free potatoes or CIPC
free potato products at any Retailer or by any distributor, by requesting its supplier/s to use our technology for potatoes or potato products, in
order to produce or to supply CIPC free potatoes or CIPC free potato products for its consumption.

In May 2009 Pimi and Vegisafe mutually agreed that a trigger event occurred, thereby obligating, the continuation of the Joint
Venture. Accordingly, Vegisafe‟s exclusivity is subject to the following milestones: Entering a CIPC free branding program with two
retailers or distributors prior to September 2010; the treatment of 150,000 tons of potatoes in the season of 2011 (September 2011); the
treatment of 350,000 tons of potatoes in the season of 2012 (September 2012).

Vegiesafe will invest in the Joint Venture an aggregate amount of $250,000 which will be used to cover expenses reflected in a budget prepared
for the J.V and approved by Vegiesafe and Pimi. The Joint Venture will use the Vegisafe TM as the trademark for fruits and vegetables which
will be treated by our products and are CIPC free. Any additional investment in the Joint Venture in excess of the $250,000 shall be contributed
by the parties according to their share in the Joint Venture upon mutual consent, taking into account the Joint Venture 's business and its needs.

For further description as to the activities of the Joint Venture as of the date of the filing of this registration statement, please see "Recent
Developments". For further information as to the investment agreement with EB, see "Options Grants during Last Fiscal Year".

APH Group

APH Group from Netherlands is a distributor of machinery which offers a complete range of equipment for potato, onion and carrot
production, and is positioned strongly in Russia and China. Together with APH we are exploring the possibility to distribute our products in
Russia. We are currently conducting negotiations with APH Group in order to appoint them as our distributor for Russia.

Oninvent Techniek B.V

Omnivent Techniek BV., ("Omnivent"), is a company who is acting as distributor and installer of systems for control of storage room
atmosphere mainly in Europe. We entered, into a Memorandum of Understanding ("MOU") in May 2008. Under the MOU, subject to the
success of the efficacy trials (during the potato season of July 2008-June 2009), Omnivent will be appointed as our contractor for humidity
treatment systems in the Netherlands and in any country agreed to by us and Omnivent. It was agreed that subject to mutual decision of the
parties, they may go ahead with the cooperation after the success of the efficacy trials, and the parties will negotiate the terms of the
cooperation.

Solvay Chemical International S.A

Solvay is a world leader in production of Hydrogen Peroxide. Solvay produces our products as on OEM product (under our name). Through
discussions and correspondence, we have mutually agreed with Solvay that Solvay will produce of our products world-wide on an exclusive
basis and at competitive market prices.. As of the date of this registration statement, we are in negotiations with Solvay on the terms of our
agreement with them, and are currently working with them based on a verbal agreement.

Tapud Industries Ltd

Tapud Industries Ltd, Israel, the certified producer for McDonalds Israel, has been applying Pimi's products and technologies as part of a
benchmark test versus the CIPC storage protocol in rooms storing 750 tons of potatoes. The results reported so far by Tapud‟s food
technologists are that Pimi‟s protocol achieved higher quality results in comparison to the potatoes treated by CIPC, in terms of yield and the
same results of frying colors. We use Tapud storage rooms as our beta site in Israel. In this potatoes season (starting in Israel in June 2009), we
conduct two commercial storage rooms in order to optimize our storage protocol for different varieties of potatoes.

Strauss Elite Ltd

Strauss Elite (“Strauss”), who is the partner of PepsiCo in Israel, has been using our products and technologies for four years. Last season we
applied SpuDefender on more than 50% of Strauss‟s stored potatoes. This year, we started applying SpuDefener on more that 70% of Strauss‟s
stored potatoes. It was agreed verbally between us and Strauss that next season (2010-2011), Strauss will apply SpuDefender on all of their
stored potatoes and, moreover, that Straus will organize their storage rooms for our protocol.




                                                                        23
Pimi’s SpuDefender TM installation:
At LFP, Branston farmer - packing for Tesco UK, October 2008:




                                                                24
Pimi’s SpuDefender TM installation at Kraft foods, Ukraine, October 2008:




                                                                    25
Recent Developments

During the last potato season (October 2008-May 2009) we conducted five concurrent efficacy trials in the United Kingdom, Ukraine and
Germany. Potatoes, as well as cabbage, were stored in pilot storage rooms and were treated by Pimi‟s solution application protocol.

PepsiCo UK and Ireland

A pilot storage room of 350 tons related to Walkers Snacks ltd, a subsidiary of PepsiCo International, was treated by our products and
technology for Frito–Lay chips, in comparison to CIPC adjacent storage room. Management has been informed by PepsiCo that the quality of
the French fries was found satisfactory by PepsiCo Quality control and the agronomist team as to the frying colors of the chips, which is the
main factor in determining the results of the test. Samples from the storage room were tested by an international laboratory for residues, the
results of which were that the residues are in the approved levels of food safety standards. PepsiCo has decided, due to the lack of registration
and approval of the SpuDefender as pesticide, not to use the treated crop. PepsiCo has verbally notified us that the use of our product as sprout
arrestor interests them and, as of the date of this registration statement, we and PepsiCo UK are planning the trial for the coming potato season.

McCain Food Limited-UK

A pilot storage room of 750 tons of potatoes was treated by our products and technology to be utilized by McCain Food UK, one of the world
leader producers of French fries also known to be McDonald's supplier. We have been informed by McCain that the potatoes which were
treated by our product had been processed by the producer after it was tested by their quality control, and were found to have the same quality
as those which were treated by CIPC. As some parts of the potato pile have not shown the same quality as others in controlling sprouting due
to humidity, we have decided to adjust our storage protocol in order to avoid high humidity. This coming potato season, we intend to once
again apply our products and technology in the same room in comparison to CIPC application in the adjacent room.

Kraft Foods

During the potato season of 2008 we installed a pilot storage room at Kraft Foods, Ukraine, one of the leading producers of chips in Eastern
Europe (see also "Customers and Partners" ) . Kraft is following the Scandinavian regulations and standards, limiting maximum supply level of
CIPC at 25 grams per ton of potatoes per season. Management understands that Kraft is seeking to replace CIPC as a sprout suppressor in order
to improve the quality, and reduce losses caused by limitation in CIPC usage. The trial has shown that SpuDefender was more effective than
CIPC in controlling the sprouting. Fry colors of the potatoes treated by SpuDefender were at the same level as those treated by CIPC. However,
due to humidity problem caused by external high humidity conditions in Ukraine last winter, parts of the potato pile have not shown the same
quality as others in controlling sprouting. Based on the pilot rooms experience we have made some changes to our storage protocol to adjust it
to the conditions of high humidity outside the storage room which was caused by the cold weather conditions as was experienced in Ukraine
this winter. On the basis of this pilot, Kraft Food has decided to extend the pilot usage of SpuDefender TM in the coming season (September
2009).


Branston Holdings Ltd.

Several varieties of table potatoes weighting 2,000 tons were treated by our product and technology, since September 2009, for Branston
Holdings LTD, who is a packager and supplier for Tesco UK. The pilot ended in mid May 2009. Branston informed us that they have found the
quality of sprout suppression positive, and have announced, verbally, that they intend to use our product instead of CIPC. To date, Omex is
negotiating with Branston the commercial terms for use of our product at Branston storage facilities for the coming season at commercial
volumes.

Treatment of Cabbage (for Marks & Spencer)

Last season (October 2008-June 2009) we treated six storage rooms of cabbage with our products on 3 farming sites in the UK. The cabbage
was stored for intended industrial and retail usage. In one of these rooms we also treat broccoli and cauliflower for retail supply to Marks &
Spencer. All of the farmers informed our distributor Omex Agriculture Ltd., that the quality of the crops were better then the normal storage
protocol they used. The treated rooms were kept for a longer period than normal storage protocol.

RWZ- Wilhelm Weuthen

During the 2008 potato season, we treated a pilot storage room of 1,500 tons related to Weuthen with Spudefender TM (see "Customer and
Partners"). The potatoes treated in these pilot storage rooms were sent to processors of French fries, and we have been advised by the
processors that they have not found any quality difference (frying colors, diseases, defects, dry contents) between CIPC treated potatoes and
potatoes treated with SpudDefender TM . Based on the experience gained in these pilot storage rooms, we have changed our storage protocol in
order to adjust it to the requirements of external temperature control with cold air. We came to an oral agreement with Weuthen that in the
coming potato season 2009, we will extend the trial to 3-4 storage rooms of approximately 7,000 tons with 5-6 potatoes varieties, in order to
test the storage protocol on major potatoes varieties which are consumed in Europe, prior to going out to the market with the SpuDefender TM .

Weuthen has also decided to start a trial with SeedGuard TM on potato seeds in the coming crop season (September 2009) and has expressed
intention to enter trial of our StoreGuard TM on other vegetables. As of the date of the filing of this registration statement, we are testing, along
with Weuthen, other applications of SpuDefender on potatoes, such as treating table potatoes prior to packing and the treatment of potatoes
seed tubers.

Joint Venture with Vegisafe LLC- USA

To date, our Joint Venture partner, Vegisafe, has introduced our Joint Venture to major retail chain stores in the US. These chain
stores expressed interest in our products and technologies and in the idea of CIPC-free potatoes. These chain stores have connected us with
their suppliers of table potatoes and French fries, such as Potandon Produce L.L.C, who supplies potatoes for Target Brands Inc. Vegisafe also
connected us with major fast food chains in the U.S., who have shown interest in the idea of CIPC free potatoes, and connected us with their
suppliers, such as ConAgra Food Inc- LambWeston who supply French fries for MacDonald's to establish a trial in the coming season.
Vegisafe also contacted Cavendish Farms from Canada who is also considering running a trial subject to regulatory approval in Canada
PepsiCo U.S. with its world leading label Frito-Lay has agreed to establish two pilot rooms of 100 tons each next potato season. We have
mutually agreed with McCain U.S. to establish one pilot room of 30 tons next potato season.


                                                                         26
Pimi’s SpuDefender TM installation at RWZ Weuthen, Germany, December 2008:




                                                                 27
The Market


In order to facilitate the supply of fruits and vegetables year round, a significant share of fresh produce is put into special long-term storage
houses, and is packed and distributed upon request of food chains and processors. However, unless produce is stored in controlled conditions
and is properly treated, it will rapidly deteriorate and become inedible. Deterioration of fruits and vegetables during storage depends largely on
temperature. One way to slow down this change, and thereby increase the length of time fruits and vegetables can be stored, is by lowering the
temperature to an appropriate level. However, it should be noted that fruits and vegetables can suffer a reduction in quality in lower
temperatures. Moreover, humidity also plays a major factor in helping keep crops from withering, while not over saturating them with
humidity.

Storage Conditions

The main factors that affect storage are:

Temperature : All fruits and vegetables have a 'critical temperature' range, above which they begin to ripe and then rot, and below which
undesirable and irreversible 'chill damage' takes place. Carrots, for example, blacken and become soft, and potatoes suffer from cell
de-structuring. Potatoes for example are typically stored at temperatures between 2-4º C for table potatoes, and 8-12 º C for processed potatoes.
Relative humidity: For most produce, a high but not saturated, relative humidity is required, e.g. 85 - 95%. This can be achieved by sprinkling
the produce with water vapor.

Ventilation : Adequate and unrestricted air movement is also necessary to maintain constant temperature and humidity throughout the storage
pile and for removal of Ethylene and CO 2 from the crop, which prevents stress, dehydration loss and decay.

Sprout Inhibition : vegetables such as potatoes and onions are susceptible to sprouting while in storage. Sprouting causes weight loss and high
sugar level which in turn reduces the quality of fresh produce, affects the color of fried potatoes and can lead to more diseases and rotting. As
such the potato processing industry rejects these potatoes.

Shelf Life

The shelf life of stored crops can lose up to 50% of their quality if improperly stored. By using our products and technologies, management
believes that the shelf life of stored crops can be gained. Realistically, post-harvest losses of fresh produce averages approximately 12-15% in
developed countries and between 25%-50% in developing countries (see http://www.postharvestindia.com , see Post harvest Handling of Fresh
Vegetables edited by Tina O'Hare, published 2001 at ACIAR, and see Kader at Acta Horticular. 682, ISHS2005 ) .

                                                                       28
Size of the Potato Market

Following is a table of world potato production in tons (annually):

World potato production, 1991-2007


                      1991        1993          1995        1997           1999          2001            2003            2005         2007
Countries                                                           million tons
Developed               183.13     199.31        177.47       174.63       165.93    166.93         160.97           159.97      159.89
Developing               84.86     101.95        108.50       128.72       135.15    145.92         152.11           160.01      165.41
WORLD                   267.99     301.26        285.97       303.35       301.08    312.85         313.08           319.98      325.30
Source: The United Nation Food and Agriculture Organization Statistics ("FAOSTAT") at: http://faostat.fao.org

According to the UN Food and Agriculture Organization ("FAO" see http://www.potato2008.org/en/world/index.html) the world potato sector
is undergoing major changes. Until the early 1990s, most potatoes were grown and consumed in Europe, North America and countries of the
former Soviet Union. Since then, there has been a dramatic increase in potato production and demand in Asia, Africa and Latin America, where
output rose from less than 30 million tons in the early 1960s to more than 165 million tons in 2007. FAO data show that in 2005, for the first
time, the developing world's potato production exceeded that of the developed world. China is now the biggest potato producer, and almost a
third of all potatoes is harvested in China and India.

Top Potato Producers for 2007

                                                                      Picture
     Name of Country                                                                             Quantity (tonnes)
  1.      China                                                                                    72,040,000
  2.      Russian Fed.                                                                             36,784,200
  3.      India                                                                                    26,280,000
  4.      United States                                                                            20,373,267
  5.      Ukraine                                                                                  19,102,300
  6.      Poland                                                                                   11,791,072
  7.      Germany                                                                                  11,643,769
  8.      Belarus                                                                                   8,743,976
  9.      Netherlands                                                                               7,200,000
10.       France                                                                                    6,271,000
Source: FAOSTA T



Potato production, by regions, in 2007:

                                           Harvested area                          Quantity                               Yield
                                              hectares                               tones                             tons/hectare
Africa                                       1,541,498                            16,706,573                               10.8
Asia/Oceania                                 8,732,961                           137,343,664                               15.7
Europe                                       7,473,628                           130,223,960                               17.4
Latin America                                 963,766                             15,682,943                               16.3
North America                                 615,878                             25,345,305                               41.2
WORLD                                       19,327,731                           325,302,445                               16.8
Source: FAOSTAT

Asia and Europe are the world's major potato producing regions, accounting for more than 80 percent of world production in 2007. While
harvests in Africa and Latin America were far smaller, production was at or near record levels. North America was the clear leader in yields, at
more than 40 tones per hectare

Other Vegetables and Fruits
Pimi has completed successful tests of its solution on all fruits and vegetables that are listed in the tables below. During 2009-10, Pimi is
planning to complete large scale testing and begin sales of StoreGuard TM for treating onions and carrots. The following table presents the total
addressable market for Pimi StoreGuard TM for the years 2009-10:

                                                                       29
The following table presents the total addressable market for Pimi for the years 2009-10:

Vegetable                                     Produce per annum (billion   Produce per annum (million Storage per annum (million
                                              pounds) ¹                    tons) ²                    tons) ³
Potatoes                                         702                           319                        213
Cabbage & other brassicas                        150                           68                         45
Sweet Potato                                     276                           125                        84
Onions                                           139                           63                         42
Carrots                                          58                            26                         18
Total:                                           1325                          602                        402
¹ Source: FAOSTAT database (08/2008).
² One million cwt = 100 million pounds = 45.45 million tons.
³ Assume 67% of production is for storage (i.e. none fresh).

The following table presents the additional addressable markets for Pimi for 2010-11:

Additional Fruits & Vegetables                Produce per annum (billion   Produce per annum (million Storage per annum (million
                                              pounds) ¹                    tons)                      tons) ²
Cauliflower & broccoli                           39                            18                         12
Garlic                                           33                            15                         10
Peppers & chilies                                57
Eggplants                                        71                            32                         21
Tomatoes                                         279                           127                        84
Mushrooms & truffles                             12
Asparagus                                        15                            7                          5
Citrus: Oranges, lemons, others                  193
Kiwi                                             3                             1                          1
Avocado                                          7
Mango & guava                                    70                            32                         21
Bananas                                          170

                                                                  30
The Potato Industry

Potato Season Timeline

The following chart describes the potato harvest to storage cycle in the Northern Hemisphere:




Value Chain

The potato industry can be roughly divided into two major segments:


  Table (consumed) potatoes.

  Processed potato food products.

Following is a diagram depicting the value chain in the two segments of the potato industry.

All of the above offerings and sales were deemed to be exempt under rule 506 of Regulation D and Section 4(2) of the securities Act of 1933,
as amended. No advertising or general solicitation was employed in offering the securities. The offerings and sales were made to a
limited number of persons, all of whom were accredited investors, business associates of Pimi or executive officers of Pimi, and transfer
was restricted by Pimi in accordance with the requirements of the Securities Act of 1933. In addition to representations by the
above-referenced persons, we have made independent determinations that all of the above-referenced persons were accredited or
sophisticated investors, and that they were capable of analyzing the merits and risks of their investment, and that they understood the
speculative nature of their investment.
The processed potatoes are used for French Fries and Chips. The world wide market for such products is dominated by large multinational
companies such as McCain, Lamb Western, PepsiCo with the label Frit-o-lays.

                                                                    31
The Need; Diminishing Use of CIPC and Extending Shelf Life

Potatoes by nature will have a dormancy period after harvesting of 2-3 months (depends in the variety). After this period the potatoes will starts
sprouting. Effective sprout control is a major component of managing stored potato quality. If proper sprout control is not maintained,
significant reduction to tuber quality will occur, and the ability to store the product for extended periods of time is diminished. Sprouting causes
high yield loss and low quality produce for consumers and for processing. Sprouting is also associated with the conversion of starch to sugars,
which is undesirable in the processing industry, due to the darkening effect of fried products. In the table potato industry, visible sprouts on
potatoes are unacceptable to consumers.

Currently, the primary method to control sprouting in storage is with post harvest applications of is isopropyl N-(3-chlorophenyl) carbamate
("Chlorpropham" or "CIPC"). CIPC inhibits sprout development by interfering with cell division, thereby causing a hormonal affect on the
potatoes.CIPC is an effective sprout inhibitor although factors such as storage conditions, application technology, and cultivar can impact that
effectiveness. CIPC penetrates into the potatoes, and it active mode is under the potato skin (systemic activity). For the toxic effects of CIPC,
see: http://pmep.cce.cornell.edu/profiles/extoxnet/carbaryl-dicrotophos/chlorpropham-ext.html .

CICP a high stable chemical compound therefore it has high residue where ever it is applied. Today CIPC is applied in storage room as well as
in packing house before distribution to retailers, therefore its residues can be found on the wall and floors of storage houses, on the processing
lines, in water used for washing the potatoes and also in livestock which are fed with the potatoes peel.

CIPC is the most commonly used post-harvest sprout inhibitor in the United States and Europe. However, in August 1996, a federal registration
eligibility decision (RED) for CIPC was issued by the EPA for the continued use of this chemical sprout inhibitor of harvested potatoes in
storage. This decision allowed for a residue tolerance of 50ppm for fresh potatoes entering the market place. Later in 1996, the Food Quality
Protection Act (the Act) required reassessment of all chemical registered on or before the date of the act and CIPC among them. A mandate
issued, in 2002, by the Environmental Protection Agency, from the requirements of the Act resulted in a significant reduction in allowable
CIPC residue ("Pesticide Tolerance") on fresh potatoes in the United States from 50ppm to 30ppm per kg. In 2006 the EPA has issued
regulations limiting the residues on wet peel potatoes (which are used for feeding live stock) to 40 ppm per kg. (See http:// www.epa.go v /, and
"Klienkopf, Gale "Sprout inhibition in storage, Current Status, new Chemistry and natural Compounds". American Journal of Potato Research,
June 2003),

While EPA establishes the pesticide tolerances it is the US Food and Drug Administration that enforces the maximum level. FDA routinely
samples food and analyzes pesticide residues. If residues exceed permissible levels then FDA will investigate. If circumstances warrant then
FDA may take legal action against those responsible for illegal food residues which could be grower or pesticide manufacturer. For more
information on this, see: http://www.fda.gov/bbs/topics/ANSWERS/ANS00643.html .

In Europe, the European Commission Directive (149/2008 of January 29, 2008) limits and sets MRL of 10ppm per kg after use of CIPC. In
official surveys done by the EU, CIPC belonged to the most frequently detected pesticide which significantly exceeds the MRL. Indicative
exposure assessment for acute risk revealed that the intake of Clorpropham exceeds the Acute Reference Dose (0.5 mg/kg) for children in 3
samples (see: http://www.uni-mannheim.de/edz/pdf/sek/2007/sek-2007 -1411-1-en.pdf ).

The UK Pesticide Safety Directorate has indicated that CIPC might be candidate for substitution, because of its persistence, bio-concentration
ability and/or its high toxicity. (See PSD, May 2008. p. 31 ff:
http://www.pesticides.gov.uk/uploadedfiles/Web_Assets/PSD/Impact_report_final_(May_2008).pdf



Following evidence suggesting that residues of CIPC can be found above the MRL of 10 mg/kg, the UK authorities has adopted, in February
2008, a new regulation under the Pesticide Regulations 1986 (SI 1986/1510), under which the product labels of CIPC must be amended in
order to include a warning saying that if the total dose applied is greater than 36g CIPC per ton, then treated potatoes must only be used for
commercial processing. Additionally the industry in the UK has recommended that maximum quantity of CIPC applied for Processed Potatoes
should not exceed 63.75g of Clorpropham per ton (See ”CIPC Stewardship Action Plan" at:
  http://www.certiseurope.co.uk/binarydata.aspx?type=doc/CIPC%20Action%20Plan%202008%20release.pd f ).

In Europe each Member State has its own enforcement authority (such as the AFSCA in Belgium, the AFSSA in France and the PSD in the
UK) that is authorized to check up the stored crops and to reject crops which exceeds the MRL Those authorities usually initiate legal actions
against farmers and suppliers who violates the law.

In Sweden CIPC has been banned for use since 2005.

In addition, organic food and organic agriculture is rapidly gaining momentum and is advocating chemical and residue-free use from produce
to storage and maintenance. The Organic Materials Review Institute in the United States (OMRI) is a national nonprofit organization that
determines which input products are allowed for use in organic production and processing. OMRI Listed or approved products may be used on
operations that are certified organic under the USDA National Organic Program. Per OMRI guidelines, CIPC is not on the approved list of the
organic products (see http://omri.org/OMRI_datatable.php?search=cipc ).

                                                                    32
This trend is strengthened by, relatively new, consumer's trend to consume low or non-residue produce which have risen to 20%-25% of
consumed produce in developed countries like Netherlands. (See "Reducing Residue Rising up Priority List", 78 FGJ 1 February 2008. at:
http://www.bcpcertis.com/Certis.bcp/English/Home/News/page.aspx/565?xf_itemId=522&xf_selectionDatapartId=512 .

Moreover, management believes that the trend in market, as maybe exhibited by market leaders, such as Marks & Spencer, Tesco and
Sainsbury in the UK and EDEKA chain in Germany, is to replace, as much as possible, fruits and vegetables treated with chemical which
leave residues with fruits and vegetables with no residue or low residue.

Alternative sprout inhibitors to CIPC continue to be evaluated by the industry, including essential oils (e.g., caraway, peppermint, spearmint,
clove) or their components (e.g., s-carvone, eugenol) physically damage the developing sprout and suppress sprout elongation. However,
repeated or continuous application of these compounds may be necessary for efficacy. Substituted naphthalenes (e.g. dimethyl naphthalene,
disopropyl naphthalene) may help reduce the amount of CIPC applied or dependency on CIPC for sprout suppression in storage. To the best of
Management‟s knowledge and based on discussions conducted with individual farmers, farmer's organizations, and producers of French fries
and chips in the U.S. and Europe, none of the alternatives presented to the potato storage-related industries have shown significant positive
results to replace CIPC as SpuDefender does (see "Our Products and Technology" – "The SpuDefender").

It is also common that diseases develop in stored potatoes. The current procedure to deal with this situation is to lower the humidity and dry the
potatoes which, in turn, results in substantial yield losses. Dehydration is also important component as potatoes are losing part of their weight
during storage due to dehydration.

Pimi‟s products are targeted at storage facilities that are either owned by farmers, or independent storage providers, or are owned by the food
manufacturers. Pimi‟s products provide chemical and residue-free, and an organic certified product as opposed to a CIPC-based treatment and
effective method for preventing rot and decay of in storage and on the shelf thereby significantly extending their shelf life.

In management‟s opinion, based on the above information and discussions held with regulators, farmers, farmers organizations, and producers
of French fries and chips, the recognition and acceptance of SpuDefender by the industry, and its regulatory approval, will be a significant
factor in regulators‟ determination to ban CIPC in the coming years, or at least to reduce further its MRL which will make its use
ineffective. We also have been informed by some farmers that the current approved for use level of CIPC, is not effective for long periods of
storage.

Competition

SpuDefender

The manufacturers and distributors of CIPC, which SpuDefender is competing with, are large chemical companies such as Cerits Europe B.V,
Loxan B.V, Aceto Agriculture Chemical Corporation, United Phosphorous limited, Mirfield Sales Services Limited, Standon Chemicals
limited, Atlas Crop Protection Limited and Whyte Agrochemical LTD. These manufacturers have promoted the "CIPC Stewardship Action
Plan 2008" for the UK, which was introduced in order to monitor and control the application of the CIPC in order not to exceed the current EU
MRL of 10mg/kg and at the same time to enable the continued use of CIPC in the UK. We expect significant competition from these
manufacturers and distributors of CIPC.

At the same time, there are several products which aim to substitute the CIPC which are in potential competition with SpuDefender TM :

  
    Greenvale, UK launched the Ethylene gas solution that may control sprouts at low dosage. It has been used in some storage rooms in
    Europe. In management opinion the Ethylene has some disadvantages: the frying colors are affected by it, therefore it can be used only
    for table potatoes; it requires relatively expensive equipment for its distribution; and after been released from storage accelerated
    sprouting occurs.

  
    Certis, Belgium launched the Caraway oil extract, however, in management‟s option, this substitute is not demonstrating an ability to
    replace CIPC due to fact that it is not palatable and it affects the fry colors .

  
    Certis also manufactures Clove oil which, in management‟s opinion, has several disadvantages: The oils affect taste, aroma as well as
    cooking and fried taste. To the best of management‟s knowledge the Industry banned it due to bad fry colors.

   ● Other product are: 1,4-Dimethylnaphthalene (1.4-DMN) and 2,6-Disopropylnaphthalene: This two synthetic hormones are the
       replication of natural hormones within the potato that induce and prolong its dormancy. This chemicals application in combination with
       CIPC can control effectively sprouting but has no disinfection capability, to the best of management‟s knowledge. The compounds are
       several years in the US market with no significant presence.

  
    There are several other hydrogen peroxide products that claim, as Pimi claims, meaningful bacteriologic control abilities. To the best of
       management‟s knowledge all of these products are based on HP and Acetic & Peracetic acide. These compounds are used in the food
       industry for more the 60 years and are very effective as disinfectant but limited in scope; in the niche of fruits and vegetables the
       application suffers several disadvantages, and in particular they have no long-term effect as disinfectant.

Management believes that the trend in the markets to use environmentally friendly products, which are residue free, or residue low, and to
replace the subsisting chemicals which are high residue, together with the trend of the regulators to reduce the usage of high residue chemicals
(such as CIPC), will cause potato growers and potato storing companies to prefer Spudefender , and therefore the price of Spudefender will not
be the major component in the decision to utilize SpuDefender in place of CIPC-treated products.

In addition, SpuDefender and its storage protocol has additional advantages, such as preventing losses caused by dehydration and diseases in
storage, which management anticipates will cause customers to prefer our product on the existing chemical.

SeedGuard

We expect competition to our SeedGuard from the manufacturers of chemicals which are currently used by the industry such as: Imazalil,
Fungizil, Celest, Monceren, Amistar and Mancozeb. These products are manufactured by chemical producer's giants such as Bayer
Cropscience AG which produces Moncern, Dow Agroscience which produces Mancozeb, and Syngenta AG which produces Celest, and by
many other chemical manufacturing companies. The Company expects vigorous competition from these companies.

To management's best knowledge the cost of treatment with Celest could amount to $90 per one ton of potato seeds. The cost of treatment of
one ton- of potato seeds with Monceren could amount to $50, and the cost of treatment with Mancozeb could amount to $30 per ton of potato
seed tubers. At times, the potato seed producers and growers of potatoes require the use of all of the above chemicals before planting, which
could amount to an average of $100 to $150 per ton of potato seed tuber per season. We aim that SeedGuard would replace all of the above
chemicals, and therefore we may be able to receive the price of $30 per treatment of one ton of potato seeds, which we estimate to be a
competitive price.

We believe that SeedGuard will receive the support from regulators and seed growers, who will prefer environmentally friendly products to
high residue subsisting products, thereby increasing our competitive advantage.

StoreGuard

Management believes there are currently no other products, which claim to have the qualities of our StoreGuard, in extending shelf life of
vegetables and fruits and at the moment we do not expect direct competition with this product.

                                                                       33
Strategy

SpuDefender

We have established different market entry strategies for Europe and the US. In Europe the awareness of retailers (such as Tesco) and food
processors (PepsiCo- Frit-O-Lays, McCain) and farmers to replace CIPC and other residue products is high, Therefore our Strategy for
market-entry and short-term strategy for Europe consists of:


  Commercial beta trials demonstrating product efficacy in selected crops (potatoes, cabbages, onions, etc.);

  Selection of local distributors/strategic partners;

  Registration and regulatory approvals of the product;

  Product sales to:
   o Industrial producers;
   o Storage providers;


In the US where the awareness of CIPC and other residue in fruits and vegetables is relatively low, our strategy to establish foothold in the
market is to convince retailers, who are market leaders and leading fast food chains, to adopt CIPC free potatoes as their standard. Management
believes that once market leaders will adopt the standard of CIPC free potatoes, the industry in general will follow. For this reason we have
established our Joint Venture with Vegisafe LLC whose mother company Earthbound LLC is engaged in consulting to mass market retailers
and major supermarket chains in North America. Our Joint Venture has contacted already with major retail chain stores and fast food chains in
the U.S. These chains found interest in our products and technology and in the idea of CIPC-free potatoes, and have referred the JV to their
suppliers of table potatoes (Potandon Produce L.L.C, who supplies potatoes for Target Brands Inc.) and French fries (ConAgra Food Inc.
LambWeston, who supply French fries for MacDonald's) for establishing pilot storage rooms.

Once we establish a foothold in the market, we will attempt to establish strategic relations with several large distributors /licensed players who
already have a regional distribution network. This will enable us to rapidly increase our global market share and coverage without investing in
building a global distribution network from scratch. At this stage, based on this model, we will implement the know-how of our technology to
these strategic partners which will be responsible for ordering the product from our OEM manufacturer and focus in marketing and sales
activities, enabling us to focus on developing additional products. The distributors will also be in charge of the marketing of our products,
and we intend that each distributor will be obligated to minimum sales. We intend to support our distributors with research and tests results and
professional publication on our products. We will also support our distributors in education of the market, in regulating of our product and in
professional advice. We will also contribute to participations in conference in exhibitions where our distributors and us will present our
products.

We plan to sell the SpuDefender TM to farmers and growers, storage providers and industrial food producers. Initially, we will sell our products
through local distributors who serve this target market. These distributors are familiar with installation and maintenance of storage management
systems and can also provide professional services (i.e. design, consulting, etc.) to storehouses. SpuDefender TM is manufactured and packaged
by a leading, certified European manufacturer for the European market. Once we will start sales in North America the product will be supplied
under OEM agreement in the states by Solvay International S.A (see “Manufacturing Process Supply of Raw Materials”

This multinational producer of Hydrogen Peroxide is able also to supply the company needs in the Asia as well. Pimi‟s distributors will
purchase the SpuDefender TM solution from us and deliver it from our supplier to its facility and distribute it to the farmer/storage provider. The
distributors will be trained by our technical team and will be responsible for recommending, training, and optionally also designing and
installing the required fogging system that distributes Spudefender in the storehouse. For customers who do not have a required fogging
system, we and our distributors will either provide one at a cost to be determined or alternatively, bundled with a minimum order of
SpuDefender TM .

SeedGuard

Growing and producing seeds is a very complicated and professional section of agriculture. Therefore it is controlled by large companies which
are able to develop, register and produce seed varieties. In Europe, the production and distribution of potato seed tubers is controlled by large
producers such as HZPC from Dutch, Europlant from Germany and Cateness from Scotland. We have already approached several of these
companies and they have shown interest in SeedGuard. It will require that we shall show the efficacy of SeedGuard to these seed producers,
which we estimate will require at least two potato seeds seasons.

We intend that the same distributors of SpuDefender will also distribute our SeedGuard.

StoreGuard
Our StoreGuard is aimed to be sold to farmers and storage companies of vegetables such as cabbages, cauliflower and broccoli. In order to
penetrate this market we have to show efficacy of StoreGuard to such farmers and storage companies. We have already made efficacy tests of
StoreGuard with several farmers in the UK, which have shown satisfying efficacy.

We intend that the distributors, who will be appointed for SpuDefender, will also market and distribute StoreGuard. These distributors will be
in charge of its supply and the installation of the equipment which will be required for the application of StoreGuard.

Employees

At the date of this registration statement, we employ 5 full-time employees. We intend to employ regional desk managers for each region we
will be active in.

Corporate Development

Subject to fund raising and regulatory approvals, management plans to expand the Company‟s activity in the U.S., East Europe and Asia. The
expansion to East Europe and Asian regions will be by nominations of desk managers to handle the sales for the Company‟s products within
these regions. The Company also intends to enter into distribution agreements with regional distributors or international corporations who are
active in these regions.

In order to execute our expansion plan to the U.S., we intend to establish a subsidiary that will undertake the development, marketing and
technical support of the sales of our products within the U.S. Management intends that this subsidiary will also participate in the Joint Venture
with Vegisafe for the marketing of SpuDefender TM and StoreGuard TM . The subsidiary will employ special product managers and the necessary
staff to handle the development of SeedGuard within the U.S.

Dividends

We have not declared any cash dividends on our common stock since our inception and do not anticipate paying such dividends in the
foreseeable future. We plan to retain any future earnings for use in our business. Any decisions as to future payments of dividends will depend
on our earnings and financial position and such other facts, as our Board of Directors deems relevant.

                                                                       34
Report to Shareholders

As a result of this offering, and the effectiveness of this registration statement, we will become subject to the information and reporting
requirements of the Securities Exchange Act of 1934 and will file current reports, periodic reports, annual reports, and other information with
the Securities and Exchange Commission, as required. Currently, the Company does not expect to file a 1934 Act registration statement.
Accordingly, and because at this time we are not going to be registered under the Securities Exchange Act of 1934, we will not be subject to
proxy rules or Section 16 of the 1934 Act, until such time as we do file 1934 Act registration statement.

                                                        DESCRIPTION OF PROPERTY

The Company and its subsidiary currently lease office space at Kibutz Alonim. The Company currently pays monthly rent of $552 (NIS 2,100)
plus VAT per month pursuant to a 12 month lease with an option to additional 12 month, effective as of December 30, 2008.

                                                            LEGAL PROCEEDINGS

From time to time we may be a defendant or plaintiff in various legal proceedings arising in the normal course of our business. We are
currently not a party to any material pending legal proceedings or government actions, including any bankruptcy, receivership, or similar
proceedings. In addition, management is not aware of any known litigation or liabilities involving the owner of our property or the
manufacturer of our products that could affect our operations. Should any liabilities incurred in the future, they will be accrued based on
management‟s best estimate of the potential loss. As such, there is no adverse effect on our consolidated financial position, results of operations
or cash flow at this time. Furthermore, management of the Company does not believe that there are any proceedings to which any director,
officer, or affiliate of the Company, any owner of record of the beneficially or more than five percent of the common stock of the Company, or
any associate of any such director, officer, affiliate of the Company, or security holder is a party, which may be adverse to the Company or has
a material interest adverse to the Company.

                                                                 MANAGEMENT

Directors and Executive Officers

The following table sets forth the names and ages of the members of our Board of Directors and our executive officers and the positions held
by each, as of June 30, 2009. The board of directors elects our executive officers annually. A majority vote of the directors who are in office is
required to fill vacancies. Each director is elected for the term of one year, and until his or her successor is elected and qualified, or until his or
her earlier resignation or removal.

                    Name                                             Age                                         Position
Alon Carmel                                                           54                        Chairman of the Board
Youval Saly                                                           51                        Chief Executive Officer
Avi Lifshitz                                                          51                        Chief Financial Officer
Nimrod Ben Yehuda*                                                    56                        Chief Technology Officer, Director
Doron Shorrer                                                         55                        Director
Rami Treger                                                           51                        Director
* Aside from Mr. Nimrod Ben Yehuda, there is no other director who is also an officer or employee of the Company.

Alon Carmel

Mr. Alon Carmel is the Chairman of the Board of Directors, and has served as such since September 2008. Alon Carmel co-founded Spark
Networks (AMEX:LOV) in 1998, which created and runs such websites as JDate.com, Cupid.co.il, AmericanSingles.com, among others. Prior
to co-founding Spark Networks, Mr. Carmel enjoyed a successful career in real estate from 1983 until 1991. Since leaving Spark Networks in
2005, Mr. Carmel has invested in a wide range of early stage start-ups which are mainly internet technologies. He is a graduate of the Technion
University, Haifa, Israel as practical civil engineering.

Youval Saly

Mr. Youval Saly is our Chief Executive Officer, and joined the Company in November 2007. In 2007, prior to joining the company he was the
CEO of High-Tech Lipids LTD a Biotech Company. From 2005 to 2007 Mr. Saly was the founder and served as CEO of Aqua Solutions Ltd
which developed detergent-free industrial laundry systems. From 2002 until 2005 Mr. Saly served as the marketing and sales manager in
Europe at Galam Ltd. a company which is an Israeli market leader in the manufacture of Fructose, Glucose and Starch. From 2001 until 2002
Mr. Saly was the vice president of marketing and sales of Spandex Israel Ltd- a textile company. Previously Mr. Saly served as the marketing
and sales manager of Haifa chemicals Ltd from 1997-2001, and was the Chief Technologist of “Pri Hagalill”- the biggest fruit and vegetable
processor in Israel, from 1992 until 1997. From 1987 until 1992 Mr. Saly was a head technologist in "Alkol" and from 1985-1987 served as a
technologist in "Pri Haemek". Youval Saly earned a B.Sc. in Biotechnology and Food Engineering from Technion Institute, Haifa , Israel.


                                                                   35
Avi Lifshitz

Mr. Avi Lifshitz is our Chief Financial Officer, and brings to Pimi more than 25 years of experience in accounting, finance and business
management. Mr. Lifshitz is serving for 16 years as CFO of Jordan Valley Semiconductors Ltd which is preparing its financial statement in
accordance with the US GAAP. He is the Secretary of Jordan Valley Semiconductors UK Ltd and Jordan Valley Semi Conductors Gmbh
(Germany). He has joined Meiri-Lifshitz Accounting firm in 1990 and is a partner since then. Mr. Lifshitz is a director in Bede Scientific Inc
(US) in Efrat Consultants Ltd (ISR) and in Ed-Wise Ltd (ISR). Mr. Lifshitz teaches at the Technion-Israel Institute of Technology where he
won an award for excellence in 1998. He is certified as a public accountant in Israel, and holds a B.A. in economics and accounting from Haifa
University.

Nimrod Ben-Yehuda

Mr. Nimrod Ben-Yehuda is our Chief Technology Officer responsible for developing the Company‟s technology, and also serves as a member
of our Board of Directors. During the past 18 years, Mr. Ben-Yehuda has been a leading entrepreneur in the field of environment friendly
solutions using STHP in many applications. He is the Co-Founder of Pimi and was the inventor of its IP and products. From 1986-1989 served
as Joint CEO of NitroJet LTD, from 1989 until 2003 served as CEO of Nir Ecology which develops ecological solutions for veterinary, food
industries and hospitals and from 1993 until 2003 serves as joint CEO and CTO of Swissteril Water Purifications Ltd which developed a
protocol for purification of water. Since 2003 until today he serves as CTO of Pimi Israel.

Doron Shorrer

Mr. Doron Shorrer is a member of our Board of Directors. Mr. Shorrer is also currently Chairman and CEO of Shorrer International Ltd.
(Investment and financial consulting) in which he has been serving in such capacities since 1998, and has been a member of the board of AIG
and Omer Insurance Companies in Israel since 2006, 2008 respectively. From 2005-2007 Mr. Shorrer was Chairman of Lito Group
(industrial). From 2003 until 2006 Mr. Shorrer was the Chairman of Pluristem Life System, Inc. (bio-technology ), and he still serves as
member of the board of this company. From 2004 -2005 Mr. Shorrer served as the Deputy Chairman of Milomor (construction), and from
2002-2004 Mr. Shorrer served as Chairman of the Israeli Phoenix Insurance Company, among others. From 1995 to 1998, Shorrer served as
Commissioner of Insurance & Capital Markets, Director of Capital Markets, Insurance and Savings at Israel's Ministry of Finance. Prior to that,
Mr. Shorrer was Director-General of the Ministry of Transport. Mr. Shorrer has a BA in Economics and Accounting and an MA in Business
Administration from the Hebrew University of Jerusalem; He is a Certified Public Accountant.

Rami Treger

Mr. Treger is currently finalizing CEO position at Amiad Filtration System LTD which is one of the Agro filters leading supplier in the world
and whose shares are traded in the AIM stock exchange in the UK. Prior to this he founded on December 2006 a Sano Trans, chemical trading
company with Sano Israel LTD one of the leading chemical companies in Israel. From 2004-2006 he served as CEO of Zohar Dalia Ltd, the
local partner of Ecolab in Israel. Zohar Dalia is the Israeli leader in industrial detergent solutions and raw material with a turn over above
$50M. In 2000-2004 he was the CEO of Sasa Tec, formulator and packer of chemical cleaning compounds. Mr. Treger was a region manager
in Haifa Chemicals for the Far East where he made relocation to Thailand and established a very successful operation in its region. Rami
Treger has a BA in Economics and Accounting, and MBA in Business Administration from the Hebrew University of Jerusalem,

Employment Agreements

Pimi Israel has entered into separate employment agreements with several of its executive officers, namely, Mr. Youval Saly, Mr. Nimrod Ben
Yehuda, Mr. Avi Lifshitz. We have also entered into employment agreements with two of our employees under regular terms of employment.
There are no special collective employment agreement which relate to us and our employees.

Mr. Lifshitz and Mr. Saly are not entitled to any severance payments in case of dismissal under their employment agreement, their monthly
payment includes the severance pay, all taxes, national insurance, pension fund, or any other social insurance and/or benefits.

Mr. Ben Yehuda is entitled upon termination of his employment with Pimi Israel to severance pay; the severance pay is based on the most
recent salary multiplied by the number of years of employment. Mr. Ben Yehuda is entitled to one month's salary for each year of employment,
or a portion thereof. As of November 2005, upon commencement of employment, Pimi Israel has purchased executive insurance for Mr. Ben
Yehuda and makes monthly deposits to this insurance policy, which is equal to 8.333% of his monthly salary to cover its obligation towards
severance payments. In additions Pimi Israel pays each month, 5% of Mr. Ben Yehuda's salary under the insurance policy for pension plan, and
the Mr. Ben Yehuda deposits an additional 5% of his salary to the pension plan. The liability of the Company against Mr. Ben Yehuda
termination of employment is fully provided for .

Potential Payments Upon Termination or Change-in-Control
The following table sets forth information regarding potential payments and benefits of our officers would receive upon termination of
employment under specified circumstances, assuming that the triggering event in question occurred on December 31, 2008, the last business
day of the fiscal year:

     Name              Voluntary                                                                                          Involuntary
                       Resignation        Voluntary                   Involuntary             Involuntary                 Termination
                        w/o Good        Resignation for               Termination           Termination with             with a Change
                         Reason          Good Reason                 without Cause               Cause                     in Control
Youval Saly
Cash severance     $          None      $          None (1)      $            None (1)      $             None       $            None (1)

Vesting of stock   $         14,876     $         14,876         $           14,876         $             None       $           14,876
options
Avi Lifshitz
Cash severance     $          None      $          None (1)      $            None (1)      $             None       $            None (1)

Vesting of stock   $          1,426     $          1,426         $            1,426         $             None       $            1,426
options

Nimrod Ben
Yehuda
Cash severance     $         24,110     $         24,110 (1)     $           24,110 (1)     $             None       $           24,110 (1)


    (1) This amount reflects the lump sum that is payable within thirty days of the triggering event to the named executive. All calculations
        were made as of December 31, 2008 using then current salary figures for the named executive.

                                                                      36
                                                            EXECUTIVE COMPENSATION


    Summary Compensation Table

    The following table sets forth information regarding compensation paid to our principal executive officer, principal financial officer, and our
    highest paid executive officer, all of whose total annual salary and bonus for the years ended December 31, 2008, 2007 and 2006 exceeded
    $100,000

                                                           SUMMARY COMPENSATION TABLE

      Name and                                                                                                 Change in pension value and
      principal                                                                         Non-equity incentive     non qualified deferred        All Other
       position           Salary       Bonus       Stock Awards       Option awards (4) plan compensation            compensation            Compensation       Total
                   Year     ($)         ($)             ($)                ($), (a)             ($)                        ($)                     ($)           ($)

    Youval Saly,   2008    119,715-            -                  -              35,174-                   -                             -                  -   154,889
    Chief
    Executive
    Officer (1)    2007       7,800-                                                                                                                             7,800-

    Avi Lifshitz, 2008        7,891-           -                  -               4,821-                   -                             -                  -    12,712
    Chief Financial
    Officer (2

    Nimrod
    Ben-Yehuda,    2008     119,900-           -                  -                    -                   -                             -           12,615     131,615
    Chief
    Technology
    Officer (3)    2007    112,592 -           -                  -                    -                   -                             -            9,109     121,701
                   2006     95,289 -           -                  -                    -                   -                             -            8,409     103,698




) Dr.(1). Mr. Saly has started to be employed by us on December 2007.
     (2). Mr. Lifshitz has started to be employed by us on November 2008.
     (3). Mr. Ben Yehuda has started to be employed by us in 2005.
     (4) For the assumptions made in the valuation of the options see note 8B. to the financial statements.

    Youval Slay-CEO

    Pimi entered into an Employment Agreement on November 27th, 2006 with Mr. Saly. On October 29, 2008, we entered into an Addendum to
    the Employment Agreement. Mr. Saly is entitled to total compensation of 50,000 NIS ($11,939) plus VAT per month from the month of
    October 2008. This consideration is paid against VAT receipt and covers all social benefits, car maintenance and cellular phone expenses of
    Mr. Saly. Mr. Saly has taken upon himself the payment for the social security, the pension fund and any other social insurance and benefits.
    Pimi has paid Mr. Saly the total sum of 437,400 NIS ($119,715) in 2008 and the sum of 150,000 NIS ($36,989) in the first quarter of 2009, as
    consideration under his employment agreement. Mr. Saly's position is considered a full time employment.

    In addition Mr. Saly is entitled to options under the ESOP of Pimi Israel for 2008 in the total amount of 311,773 options for 311,773 Ordinary
    shares to be vested in 16 quarters starting as of December 2007, each quarter 19,486 shares . The exercise price per each Ordinary share is 0.01
    NIS. The options were converted into 311,773 options for 311,773 common stock shares of our company under our 2009 Share Incentive Plan
    with an exercise price of $ 0.01 for each option share and the same vesting period.

    Nimrod Ben Yehuda - CTO

    According to an agreement dated November 13, 2005, as amended on November 16, 2006, and of April 28, 2009, Mr. Ben Yehuda has been
    appointed as Pimi's CTO. Mr. Ben Yehuda is entitled to a monthly gross salary of 25,000 NIS ($5,969), plus benefits such as executive
    insurance, education fund at the rate of 10 % (7.5% contribution by us), and disability insurance. Furthermore, Mr. Ben Yehuda is entitled to a
    credit card for approved expenses, including traveling expenses, a fully paid rental car (including taxes assessed for private use) and a mobile
    phone which will be fully covered by the Company. Under the addendum of November 16, 2006, Mr. Ben Yehuda‟s net salary was reduced by
    the sum of 3,000 NIS ($695). The reduction was considered as a loan by Mr. Ben Yehuda to us. We undertook to pay this loan to Mr. Ben
    Yehuda after a new investment of not less than $500,000 at a valuation of not less than $3,000,000, or in case of another event causing Pimi to
    receive an income of more than $500,000. Pimi Israel has paid to Mr. Ben Yehuda the debt accrued for the reduced salary on December 2008.
    Mr. Ben Yehuda's position is considered a full time employment.
Pimi has paid Mr. Ben Yehuda the total sum of 455,860 NIS ($119,900) in 2008 and a total sum of 114,818 NIS ($28,313) in the first quarter
of 2009.

Avi Lifshitz- CFO

Pimi has entered into a Personal Service Agreement in November 2008 with accountant Avi Lifshitz. Mr. Lifshitz and Ad wise Ltd., a company
under the control of Mr. Lifshitz ("Ad wise"), under which Ad Wise and Mr. Lifshitz are entitled together to a total consideration of 10,000
NIS ($2,388) plus VAT per month as from October 2008. Until the date of which Pimi raises capital from an external investors for a sum
exceeding $1,000,000, Pimi shall pay Mr. Lifshitz and Ad wise, on behalf of the consideration, a sum of 5,000 NIS ($1,194) plus VAT, and the
balance of the consideration shall accrue to the credit of the Mr. Lifshitz and Ad wise and shall be paid to them after the raising of capital as
aforesaid. The consideration to Mr. Lifshitz is paid as salary and the consideration to Ad wise is paid against VAT receipt, the consideration
shall not exceed the amount of 10,000 NIS plus VAT. The consideration covers taxes, national insurance, pension fund and/or any other social
insurance and/or benefits, car maintenance and cellular phone expense. Pimi expenses amounted to the total sum of 30,000 NIS ($7,891) in
2008 and the total sum of 30,000 NIS ($7,398) in the first quarter of 2009, under this Personal Service Agreement. Mr. Lifshitz's position is
considered to be a fifth of a full time employment.


                                                                       37
In addition Mr. Lifshitz received options under the ESOP for Israel for 2008 in the total amount of 62,355 options for 62,355 Ordinary shares
to be vested in 16 quarters as of October, 2008 each quarter 3,897 shares. The exercise price per each Ordinary share is $0.72 per share. The
options were converted into 62,355 options for 62,355 common shares of our company under our 2009 Share Incentive Plan with the exercise
price of $0.72 for each common share, and the same vesting period.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information with respect to the outstanding equity awards of our principal executive officers and principal
financial officer during 2008, and each person who served as an executive officer of the Company as of December 31, 2008:

                                         OUTSTANDING EQUITY AWARDS AT YEAR-END
                                            Option awards                                                           Stock awards
                                                                                                                                     Equity
                                                                                                                       Equity      incentive
                                                                                                                      incentive plan awards:
                                                                                                    Number              plan      Market or
                                                  Equity incentive                                     of    Value of awards:    payout value
                                                        plan                                         shares shares Number of of unearned
               Number of        Number of         awards: Number                                    or units or units unearned shares, units
                securities       securities         of securities                                   of stock of stock shares        or other
               underlying       underlying          underlying            Options                     that     that other rights rights that
               unexercised      unexercised         unexercised           exercise         Option have not have not that have      have not
Name and       options (#)      options (#)            options             price         expiration vested vested not vested         vested
principal
position     Exercisable       Unexercisable            (#), (a)            ($)             Date       (#)    ($)          (#)         ($)
Youval Saly,
Chief
Executive                                                                                December 1,
Officer (1)        77,943               233,830               311,773             0.01      2017       None    None -                           -

Avi Lifshitz
Chief
Finance                                                                                  October 1,
Officer (2)           3,897              58,458                62,355             0.72     2018        None    None -                           -


(1) Mr. Saly is the Chief Executive Officer as of December 1, 2007.
(2) Mr. Lifshitz is the Chief of Finance Officer as of October 1, 2008.

OPTIONS/SARs GRANTS DURING LAST FISCAL YEAR

The below disclosure pertains to the Company‟s wholly-owned subsidiary, Pimi Agro Cleantech, Ltd., a company formed under the laws of the
state of Israel:

2008 Pimi Israel Shares Option Plan

Pimi Israel‟s 2008 Shares Option Plan (the "Pimi Israel Plan") was established as an incentive to retain Pimi's board of directors, employees
and consultants whose services are considered valuable. Subject to adjustments as provided in the Pimi Israel Plan, a total of 623,547 Ordinary
Shares NIS 0.01 for each share of Pimi Israel (the “Shares”) were subject to the Pimi Israel Plan. Upon the exercise of Options granted under
the Pimi Israel Plan, the optionee shall have no voting rights as a shareholder until the consummation of a public offering of the Company‟s
Shares. All Shares issued upon exercise of the Options shall entitle the holder thereof to receive dividends and other distributions thereon. Pimi
has entered into six Option Agreements with the following Office Holders: Mr. Saly, Mr. Shorrer, and Mr. Lifshitz, along with two members of
the Advisory board: Prof. Nachmias and Prof. Chet, and with one of its employees, all of whom together were granted a total of 561,191
options.

As a result of Pimi‟s acquisition of Pimi Israel on April 27, 2009, the 561,191 options granted under the Pimi Israel Plan were exchanged for
561,191 options of Pimi pursuant to the 2009 Pimi Share Incentive Plan (described below).

2009 Pimi Share Incentive Plan
On April 27, 2009, the Company adopted the 2009 Share Incentive Plan (the "2009 Share Incentive Plan"), pursuant to which Pimi is
authorized to issue 3,000,000 shares of Commons Stock. The purpose of the 2009 Share Incentive Plan is to offer an incentive to employees,
directors, officers, consultants, advisors, suppliers and any other person or entity whose services are considered valuable to the Company, as
well as to replace the Pimi Israel Plan

Upon the adoption of the 2009 Share Incentive Plan, the Company issued 561,191 options to 3 employees, one director and 2 consultants who
had options under the Pimi Israel Plan.

Investment Agreement with Earthbound LLC

On January 20, 2009 an investment agreement (the “Investment Agreement”) was entered into between Pimi Israel and Earthbound LLC a
Limited Liability Company registered in Delaware ("EB"). It was agreed that EB will invest the total sum of $300,000 the investment will be
paid to Pimi in tranches as follows: first tranche of $60,000 was paid on March 15, 2009. The balance of $240,000 will be paid in four
installments as follows: $60,000 on June 15, 2009, $90,000 on September 15, 2009 and $90,000 on January 15, 2010. EB will receive the
allocated shares pro rata to the Investment against each installment of the Investment. As of the date of the filing of this registration statement,
EB has invested a total of $60,000 and received 45,328 Ordinary Shares of Pimi Israel which were exchanged to 45,328 shares of Common
Stock of the Company. On June 15, 2009 EB has paid the second tranche, against issuance of 45,328 shares of common stock of the Company .

On May 3, 2009 we issued to Earthbound LLC a warrant for the purchase of 145,985 Common Stock shares of the company at the price of
$1.37 per share to be exercised until June 15, 2009. The warrant was extended until July 31, 2009. The warrant has been granted to EB in
furtherance of the Investment Agreement as further incentive to EB to increase their investment in the Company.

Options granted to Investors in Pimi Israel

In June 2008, two investors of Pimi Israel received options to purchase up to 239,193 Ordinary Shares of NIS 0.01 nominal value each, of
Pimi Israel for the price of $0.695 per share until June 30, 2009. On April, 27 2009 it was agreed that the options will be converted into options
to purchase 239,193 Common Stock Shares of the Company at the same price until June 30, 2009. Until June 30, 2009 the options were not
exercise and therefore expired.

Exercise of Options in Pimi Israel Shares

In 2008 Pimi Israel issued 769,526 options to several investors exercisable until February, 28 2009. As of February 28, 2009, a total of 201,972
Options were exercised for a total sum of $145,000 and, consequently, the rest of the Options have expired .

DIRECTOR COMPENSATION

The Company‟s directors currently serve without compensation, except for Mr. Doron Shorrer, to whom options were granted under the
Company‟s 2009 Share Incentive Plan in exchange for the cancellation of options under the Pimi Israel Plan, and Mr. Rami Treger to whom
options were granted under the Company‟s 2009 Share Incentive Plan in exchange.


                                                                                               Change in
                                                                                             Pension Value
                           Fees                                                                   and
                         Earned or                                         Non-Equity        Nonqualified
                          Paid in                         Option          Incentive Plan       Deferred           All Other
  Name                     Cash       Stock Awards        Awards          Compensation       Compensation       Compensation          Total
   (1)          Year        ($)            ($)             ($)                 ($)             Earnings              ($)               ($)
Doron
Shorrer        2008        None            None                  1,292         None               None               None                     1,292

Rami
Treger          2008        None           None                  None          None               None               None                  None

 Doron Shorrer- Director

Mr. Shorrer is entitled to options under the ESOP for Israel for 2008 in the total amount of 31,177 options for 31,177 Ordinary shares to be
vested in 8 quarters as of December, 2008 each quarter 3,897 shares. The exercise price per each Ordinary share is $0.72 per share. The options
were converted into 31,177 options for 31,177 common shares of our company under our 2009 Share Incentive Plan with the exercise price of
$0.72 for each common share, and the same vesting period.

Rami Treger- Director

Mr. Treger is entitled to options under the Company's 2009 Share Incentive Plan in the total amount of 31,177 options for 31,177 common
shares to be vested in 8 quarters as of July 1, 2009, each quarter 3,897 common shares. The exercise price per each Ordinary share is $1.37 per
common share.


                                                                      38
Business Advisory Board

The Business Advisory Board is composed of two select individuals who have significant business expertise that the company relies on.
Professor Avi Nachmias is a leading figure in the global potato industry. He served as advisor to Nestle, MacDonald's, and Marks & Spencer,
and to leading potato processing companies in South America and South Africa. Prior he was Chief Deputy of the Vulcani Research Center of
Israel's Ministry of Agriculture.

Professor Ilan Chet is a prominent, leading microbiology scientist. Prof. Chet served as President of the Weizmann Institute of Science
(2002-2006). Prof. Chet earned numerous high-level awards and honors for his research. In 2001, his research on extensive control of plant
diseases using environment-friendly microorganisms, earned him a nomination for the Nobel Prize. He is a professor at the Hebrew University
of Jerusalem.

                                                                                          Change in
                                                                                        Pension Value
                        Fees                                                                 and
                      Earned                                       Non-Equity           Nonqualified
                      or Paid        Stock        Option          Incentive Plan          Deferred              All Other
  Name                in Cash       Awards        Awards          Compensation          Compensation          Compensation         Total
    (1)       Year       ($)          ($)          ($)(1)              ($)                Earnings                 ($)             ($)
Avi
Nachmias      2008       36,116              -           475                       -                    -                      -      36,591

Ilan Chet     2008                                       713                       -                    -                      -           713


   (1) For the assumptions made in the valuation of the options, see note 8B. to the financial statements.

Prof. Avi Nachmias- Member of the Advisory Board

On January 9, 2008 Pimi Israel signed a Consulting Agreement with the Center for Potato Research in a Warm Climate Ltd (the "Center")
which is controlled by Prof. Avi Nachmias, who is a member of our advisory board. Under the Consulting Agreement, Pimi Israel is obligated
to pay a consulting fee in an amount of 10,000 NIS ($2,387) a month plus VAT against a tax invoice to the Center. Following a capital raise by
the Company, the monthly consultancy fee shall be 12,000 NIS ($2,865) a month. The consultancy period is for three years as of January 1 st
2008 and may be extended.

Prof. Nachmias received options under Pimi Israel‟s 2008 ESOP under an option agreement dated January 22, 2009. Pimi has granted Prof.
Nachmias a total amount of 31,177 shares to be vested over a period of 8 quarters, each quarter 3,897 shares, provided he is engaged as a Pimi
consultant, as of December 1, 2008, for a period of 8 quarters. The exercise price per each common share is $ 0.72 per share

Prof. ILan Chet - Member of the Advisory Board

On January 10, 2009, Prof. Chet received Options under Pimi Israel‟s 2008 ESOP. Pimi has granted to Prof. Chet a total of 93,532 options of
common shares to be vested for a period of 16 quarters, each quarter 5,846 options for shares, provided he is engaged as Pimi consultant, as of
December 1, 2008, for a period of 16 quarters. The exercise price per each ordinary share is $0.72 per share.

                                                                      39
                                    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Shareholder Agreement


Our shareholders Alon Carmel ("Carmel "), Omdan Consulting and Instructions Ltd. A company under the control of Advocate Eitan
Shmueli and his wife Mrs. Vivy Shmueli ( " Omdan " ), Nir Ecology Ltd. ( " Nir") a company under the control of Mr. Nimord Ben Yehuda
our CTO, by Ashdor Asset Management and Trust Ltd. (that held the shares in trust for Nir) (collectively the "Shareholders"), entered into an
agreement on February 24, 2009 (the "Shareholders Agreement ") . Nir is a company under the control of our director, Mr. Nimrod
Ben-Yehuda. Under the Shareholders Agreement, the Shareholders have agreed to vote their shares in the annual general meeting of the
shareholders. Omdan and Nir will vote for 2 directors which will be proposed by Mr. Carmel. Mr. Carmel and Nir will vote for one director
which will be proposed by Omdan, and Mr. Carmel and Omdan will vote for one director which will be proposed by Nir. The parties agreed
that in case Mr. Carmel will hold less than 15% and more than 7.5% of Pimi's share capital, Omdan and Nir shall vote for only one director
which will be proposed by Mr. Carmel. In case the holdings of one of the parties will be less than 7.5% of Pimi's share capital, the other two
parties will not be obligated to vote for the director proposed by this party. In case, the number of directors appointed by the parties will be
more than 4 directors, the parties will appoint an even number of directors. In case, six directors will be appointed, Mr. Carmel will propose the
fifth director and Omdan and Nir will vote for him, Nir will propose the sixth director and Mr. Carmel and Omdan will vote for him. In case
eight directors will be appointed, Mr. Carmel will propose the seventh director and Omdan and Nir will vote for such director. Omdan will
propose the eighth director and Mr. Carmel and Nir will vote for him. In case there will not be unanimous consent between the above
shareholders with regard to the identity of an outside director, the shareholders will vote against the appointment of such external director in
any general meeting it is brought for election.

In an addendum to the Shareholders Agreement dated April 23, 2009, Nir and Omdan agreed that in case of liquidation of the Company or a
sale of the majority of its shares to an investor (collectively, the “Sale”) under which Carmel will receive less than $965,000 from such event,
they will pay to Carmel, out of the sum they have received under the Sale the balance up to $965,000.

Relationship with Shareholders

On July 12, 2004 Nir, and Machteshim Chemical Works Ltd. ("Machteshim") entered into an agreement (the "Assignment Agreement"), under
which Machteshim transferred to Pimi Israel all of their rights in the knowledge and/or information relating to the product known as MC-10,
which is the previous name of Pimi's product SpuDefender™ (the "Product"). In addition, Machteshim has transferred to Pimi Israel all the
rights in the patents and/or patents requests and/or licenses and/or documents related to the Product. Under the Assignment Agreement,
Machteshim agreed to register, on its own account, all the rights in the patent and/or patent requests, relating to the product, in the countries
nominated in an appendix to Assignment Agreement. If Machteshim shall not register the patents, it was agreed that Machteshim will transfer
all the required documents to Nir, or any party on its behalf, and Nir, or any party on its behalf, shall carry out the registration. Under an
agreement dated, November 11, 2005 between Nir and Pimi, Nir has declared and confirmed that the know-how and patents and patent
application and/or licenses relating to the Product which was transferred to Pimi Israel from Machteshim under the Assignment Agreement (the
"Intellectual Property") belongs exclusively to Pimi Israel except for the right of use of the Intellectual Property for water treatment
applications which was granted irrevocably and exclusively on a world-wide basis to Nir or to Nimrod Ben Yehuda or to Naava Ben-Yehuda
(or any company in which Nimrod or Naava Ben Yehuda have interest). Nir has obligated to sign on all necessary documents for the
completion of the assignment of the Intellectual Property to Pimi.

Nir is the agent for the State of Israel of raw materials utilized by Pimi Israel in the formulation of its products. During the development stage
of our formulation, Pimi Israel imported to Israel the raw material in order to formulate its products. Under an agreement dated November 11,
2005, Pimi purchased from Nir such raw materials at costs plus 10% handling commission. Under this agreement, Pimi Israel has paid to Nir as
handling commission in the sums of $1,699, and $1,461 in the years 2006, and 2007 respectively. Currently Pimi Israel does not produce the
formulation in Israel, and it is not expected that Pimi Israel will purchase this raw material from Nir in the future.

On November 13, 2005 an Investment Agreement was entered into between Nimrod Ben-Yehuda, Omdan, Mr. Carmel and JNS Capital LLC
("JNS") (the "Investment Agreement"). Under the Investment Agreement, Mr. Carmel and JNS agreed to invest in Pimi Israel a total sum of
$900,000 ("Investment Amount"), in quarterly installments, in consideration for the issuance of 120,000 shares. On November 15, 2006 an
Addendum to the Investment Agreement was signed by the above parties (the "Addendum"). Until that time, Mr. Carmel and JNS have
invested in Pimi Israel the total sum of $785,000 out of their total Investment Amount. Under the Addendum JNS was released from its
obligation to invest in Pimi Israel the balance of the Investment Amount and Mr. Carmel agreed to pay to Pimi an additional sum of $215,000
out of which $115,000 is the balance of the Investment Amount and $100,000 is an "Additional Investment." It was further agreed that Mr.
Carmel and JNS will be entitled, against the payment of the balance of the Investment Amount, to receive 120,000 preferred shares of 0.01 NIS
each of Pimi Israel instead of 120,000 Ordinary Shares of 0.01 NIS each. Pimi Israel has issued preferred shares to Mr. Carmel and JNS,
respectively, to their investments in Pimi Israel. Mr. Carmel has transferred the Additional Investment amount to Pimi Israel in accordance with
the Addendum and Pimi has issued to Mr. Carmel 30,006 preferred shares.
In December 2006 Omdan issued to Pimi Israel a loan in the amount of 70,000 NIS ($16,413), which was converted on January 2007 into
common shares of Pimi Israel. The loan did not bear any interest.

Mr. Eitan Shmueli (the controlling shareholder of Omdan) and Mr. Nimrod Ben Yehuda, have guaranteed to Bank Hapoalim a line of credit of
60,000 NIS ($ 14,327) granted to Pimi Israel.

                                                                  40
On April 1, 2005, Mr. Nimrod Ben Yehuda guaranteed on behalf of Pimi Israel, certain obligations of Pimi Israel under a lease agreement
dated April 1, 2005 for Pimi Israel‟s offices with Kibbutz Alonim.

On December 12, 2007, Mr. Carmel has guaranteed to Bank Leumi a line of credit of 57,000 NIS ($13,610) granted to Pimi Israel.

Nir and Pimi Israel share the same office space in Kibbutz Alonim, Israel. The office space was rented together by Pimi Israel and Nir from
Kibutz Alonim by two separate lease agreement. Nir has supplied to Pimi office services and paid insurance premiums for the offices. Pimi
Israel has paid Nir for this service and expenses (including IT, insurance, maintenance, office equipment and supplies) the sum of $3,498,
$6,031 in years 2006 and 2007 respectively. As of 2009, Pimi Israel subleased to Nir 10 square meters of office space, for $75 per month. As of
the date of the filing of this registration statement, Nir no longer supplies these services to Pimi.

During the years 2006-2008, Nir has been engaged in treatment of our patents and IP and has incurred expenses related to such services. We
have agreed to pay to Nir for these services and in reimbursement of the expenses incurred by it a sum of $ 23,878 (100,000 NIS). Until June
2009 we have paid to Nir the balance of the debt.

Share Exchange Agreement

On April 27, 2009, we entered into an Exchange Agreement with Pimi Israel and all of the shareholders of Pimi Israel, pursuant to which we
agreed to acquire all of the issued and outstanding shares of Pimi Israel. As consideration for the acquisition of the shares of Pimi Israel, we
agreed to issue an equal number of shares of our Common Stock to the Shareholders of Pimi Israel. As a result of the Exchange Agreement,
Pimi Israel became a wholly-owned subsidiary of the Company.

Relationship with directors and Officers

Youval Slay-CEO

Pimi entered into an Employment Agreement on November 27th, 2006 with Mr. Saly. On October 29, 2008, the parties entered into an
Addendum to the Employment Agreement. Mr. Saly is entitled to total compensation of 50,000 NIS ($11,939) plus VAT per month from the
month of October 2008. This consideration is paid against VAT receipt and covers all social benefits, car maintenance and cellular phone
expenses of Mr. Saly. Mr. Saly has taken upon himself the payment for the social security, the pension fund and any other social insurance and
benefits. Pimi has paid Mr. Saly the total sum of 437,400 NIS ($119,715) in 2008, and 150,000 NIS ($36,989) in the three month period ended
March 31, 2009, as a consideration under his employment agreement. Mr. Saly's position is considered full time employment.

In addition Mr. Saly is entitled to options under the ESOP of Pimi Israel for 2008 in the total amount of 311,773 options for 311,773 Ordinary
shares to be vested in 16 quarters starting as of December 2007, each quarter 19,486 shares . The exercise price per each Ordinary share is 0.01
NIS. The options were converted into 311,773 options for 311,773 common stock shares of our company with an exercise price of $ 0.01 for
each option share and the same vesting period.

Nimrod Ben Yehuda - CTO

According to an agreement dated November 13, 2005, as amended on November 16, 2006, and of April 28, 2009, Mr. Ben Yehuda has been
appointed as Pimi's CTO. Mr. Ben Yehuda is entitled to a monthly gross salary of 25,000 NIS ($5,969), plus benefits such as executive
insurance, education fund at the rate of 10 % (7.5% contribution by us), and disability insurance. Furthermore, Mr. Ben Yehuda is entitled to a
credit card for approved expenses, including traveling expenses, a fully paid rental car (including taxes assessed for private use) and a mobile
phone which will be fully covered by the Company.

Under the addendum of November 16, 2006, Mr. Ben Yehuda‟s net salary was reduced by the sum of 3,000 NIS ($789). The reduction was
considered as a loan by Mr. Ben Yehuda to us. We undertook to pay this loan to Mr. Ben Yehuda after a new investment of not less than
$500,000 at a valuation of not less than $3,000,000, or in case of another event causing Pimi to receive an income of more than $500,000. Pimi
Israel has paid to Mr. Ben Yehuda the debt accrued for the reduced salary on December 2008. Mr. Ben Yehuda's position is considered full
time employment . Mr. Ben Yehuda has received the sum of $103,698, $121,701 and $132,515 as salary and social benefits in the years 2006,
2007 and 2008 respectively.

Pimi has paid Mr. Ben Yehuda the total sum of 455,860 NIS ($119,900) in 2008 and a total sum of 114,818 NIS ($28,313) in the first quarter
of 2009.

Avi Lifshitz- CFO
Pimi has entered into a Personal Service Agreement in November 2008 with accountant Avi Lifshitz. Mr. Lifshitz and Ad wise Ltd., a company
under the control of Mr. Lifshitz ("Ad wise"), are entitled to a total consideration of 10,000 NIS ($2,388) plus VAT per month as from October
2008. Until the date of which Pimi raises capital from an external investors for a sum exceeding $1,000,000, Pimi shall pay Mr. Lifshitz and Ad
wise, on behalf of the consideration, a sum of 5,000 NIS ($1,194) plus VAT, and the balance of the consideration shall accrue to the credit of
the Mr. Lifshitz and Ad wise and shall be paid to them after the raising of capital as aforesaid. The consideration to Mr. Lifshitz will is paid as
salary and the consideration to Ad wise is paid against VAT receipt, the consideration shall not exceed the amount of 10,000 NIS plus VAT.
The consideration covers taxes, national insurance, pension fund and/or any other social insurance and/or benefits, car maintenance and cellular
phone expense. Pimi expenses amounted to the total sum of 30,000 NIS ($7,891) in 2008 and total sum of 30,000 NIS ($7,398) in three month
period ended March 31, 2009 under this Personal Service Agreement.

In addition Mr. Lifshitz is entitled to options under the ESOP for Israel for 2008 in the total amount of 62,355 options for 62,355 Ordinary
shares to be vested in 16 quarters as of October, 2008 each quarter 3,897 shares. The exercise price per each Ordinary share is $0.72 per share.
The options were converted into 62,355 options for 62,355 common shares of our company with the exercise price of $0.72 for each common
share, and the same vesting period. Mr. Lifshitz's position is considered to be one fifth of a full time employment.

Doron Shorrer- Director

Mr. Shorrer is entitled to options under the ESOP for Israel for 2008 in the total amount of 31,177 options for 31,177 Ordinary shares to be
vested in 8 quarters as of December, 2008 each quarter 3,897 shares. The exercise price per each Ordinary share is $0.72 per share. The options
were converted into 31,177 options for 31,177 common shares of our company with the exercise price of $0.72 for each common share, and the
same vesting period.

Rami Treger- Director

Mr. Treger is entitled to options under the Company's 2009 Option Incentive Plan in the total amount of 31,177 options for 31,177 common
shares to be vested in 8 quarters as of July, 2009 each quarter 3,897 common shares. The exercise price per each is $1.37 per common share.

Director Independence

Our Board of Directors has determined that Doron Shorrer and Rami Treger are “independent” directors. Although Pimi currently is not a listed
company on any stock exchange, our Board of Directors uses the AMEX company rules as a guideline in its determination of director
independence. Under those rules, no director would qualify as independent unless our Board of Directors affirmatively determines that the
director does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a
director. Specifically, no director would qualify as independent if (a) during the past three years, the director or family member was employed
by the Company, (b) the director accepted or has an immediate family member who accepted any compensation from the Company in excess of
$120,000 during any period of twelve consecutive months within the three preceding years, or (c) the director is, or has an immediate family
member who is, a current partner of the Company's outside auditor, or was a partner or employee of the Company's outside auditor who worked
on the Company's audit at any time during any of the past three years.

Legal Services

Sadot & Co. Law offices in which Mr. Eitan Shmueli (a controlling shareholder of Omdan, one of our major shareholders), is a partner, has a
retainer agreement with Pimi and has received fee from Pimi during the last 3 years, as legal fees 30,000 NIS ($7,398), 74,859 NIS ($16,798),
121,188NIS ($29,500), and 91,142 NIS ($24,731) in the three month period ended March 31, 2009 and in the years 2006, 2007 and 2008
respectively.

                                                                        41
                       SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the number of and percent of the Company's common stock beneficially owned by:

           all directors and nominees, naming them,
           our executive officers,
           our directors and executive officers as a group, without naming them, and
           persons or groups known by us to own beneficially 5% or more of our Common Stock or our Preferred Stock having voting rights:

The percentages in the table have been calculated on the basis of treating as outstanding for a particular person, all shares of our capital stock
outstanding on June 30, 2009, and all shares of our common stock issuable to that person in the event of the exercise of outstanding options and
other derivative securities owned by that person which are exercisable within 60 days of June 30, 2009. Except as otherwise indicated, the
persons listed below have sole voting and investment power with respect to all shares of our capital stock owned by them.

                                                                                                 Number of Shares          Percentage of Class
     Name and address of owner               Title of Class        Capacity with Company        Beneficially Owned (1)               (2)


Alon Carmel (3)
c/o Pimi Agro CleanTech, Inc.               Common Stock            Chairman of the Board             2,433,314                  36.27%
Kibutz Alonim, PO Box 117, Hutzot
Alonim 30049
Israel

Youval Saly
c/o Pimi Agro CleanTech, Inc.               Common Stock           Chief Executive Officer             116,916 (4)                1.74%
Kibutz Alonim, PO Box 117, Hutzot
Alonim 30049
Israel

Avi Lifshitz
c/o Pimi Agro CleanTech, Inc.               Common Stock           Chief Financial Officer             11,691 (5)                 0.17%
Kibutz Alonim, PO Box 117, Hutzot
Alonim 30049
Israel

Nimrod Ben-Yehuda (3)(6)
c/o Pimi Agro CleanTech, Inc.               Common Stock              Chief Technology                1,440,100                  21.47%
Kibutz Alonim, PO Box 117, Hutzot                                     Officer, Director
Alonim 30049
Israel

Avi Nachmias (7)
c/o Pimi Agro CleanTech, Inc.               Common Stock           Chief Research Officer,               7,794                    0.12%
Kibutz Alonim, PO Box 117, Hutzot                                  Advisory Board Member
Alonim 30049
Israel

Doron Shorrer                                                                                            27,009
c/o Pimi Agro CleanTech, Inc.               Common Stock                    Director                                              0.41%
Kibutz Alonim, PO Box 117, Hutzot
Alonim 30049
Israel

Ilan Chet
c/o Pimi Agro CleanTech, Inc.               Common Stock                  Advisory                     11,692 (10)                0.17%
Kibutz Alonim, PO Box 117, Hutzot                                       Board Member
Alonim 30049
Israel

                                                                       42
Omdan Consulting and Instruction              Common Stock                  Shareholder                    817,362                    12.18%
Ltd (3)(11)
44 Nachal Amud St.
Ramat-Hasharon, Israel, 47204

All Officers and
Directors As a Group                          Common Stock                                                4,873,672                   72.64%
(7 persons)

(1) This column represents the total number of votes each named stockholder is entitled to vote upon matters presented to the shareholders for
a vote.
(2) Applicable percentage ownership is based on 6,398,917 shares of Common Stock outstanding as of June 30, 2009, together with securities
exercisable or convertible into shares of Common Stock within 60 days of June 30, 2009, for each stockholder. Beneficial ownership is
determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with
respect to securities. Shares of Common Stock that are currently exercisable or exercisable within 60 days of April 30, 2009, are deemed to be
beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not
treated as outstanding for the purpose of computing the percentage ownership of any other person.
(3) For the terms of Voting Agreement between Alon Carmel, Nir Ecology and Omdan Consulting and Instruction Ltd see Certain Relationship
and Related Transactions.
(4) This number represents the amount of options which become vested under Mr. Saly option agreement until August 30, 2009.
(5) This number represents the amount of options which become vested under Mr. Lifshitz option agreement until August 30, 2009.
(6) The shares are owned by Nir Ecology Ltd, a company under the control of Mr. Ben Yehuda and are held in trust for Nir Ecology by a
trustee.
(7) This number represents the amount of options which become vested under Prof. Nachmias option agreement until August 30, 2009.
(8) 19,215 shares of Common Stock are owned by Shorrer International Ltd, a company under the control of Mr. Doron Shorrer. And the
balance of 7,794shares of Common Stock represents the amount of options which become vested under Mr. Shorrer‟s option agreement until
August 30, 2009.
(10) This number represents the amount of options which become vested under Prof. Chet option agreement until August 30, 2009.
(11) A company owned by Mr. Eitan Shmueli and his wife Mrs. Vivy Shmueli. Mr. Shmueli was the Co-Founder of Pimi and serves as Pimi‟s
legal Advisor in Israel. The shares owned by Omdan are held by a trustee.
                                                     DESCRIPTION OF SECURITIES

The following description as a summary of the material terms of the provisions of our Articles of Incorporation and Bylaws. The Articles of
Incorporation and Bylaws have been filed as exhibits to the registration statement of which this prospectus is a part.

Common Stock

We are authorized to issue 30,000,000 shares of common stock with $.01 par value per share. As of April 30, 2009, there were 6,313,589
shares of common stock issued and outstanding held by 37 shareholders of record.

Each share of common stock entitles the holder to one vote, either in person or by proxy, at meetings of shareholders. The holders are not
permitted to vote their shares cumulatively. Accordingly, the shareholders of our common stock who hold, in the aggregate, more than fifty
percent of the total voting rights can elect all of our directors and, in such event, the holders of the remaining minority shares will not be able to
elect any of such directors. The vote of the holders of a majority of the issued and outstanding shares of common stock entitled to vote thereon
is sufficient to authorize, affirm, ratify or consent to such act or action, except as otherwise provided by law.

Holders of common stock are entitled to receive ratably such dividends, if any, as may be declared by the Board of Directors out of funds
legally available. We have not paid any dividends since our inception, and we presently anticipate that all earnings, if any, will be retained for
development of our business. Any future disposition of dividends will be at the discretion of our Board of Directors and will depend upon,
among other things, our future earnings, operating and financial condition, capital requirements, and other factors.

Holders of our common stock have no preemptive rights or other subscription rights, conversion rights, redemption or sinking fund provisions.
Upon our liquidation, dissolution or winding up, the holders of our common stock will be entitled to share ratably in the net assets legally
available for distribution to shareholders after the payment of all of our debts and other liabilities. There are not any provisions in our Articles
of Incorporation or our Bylaws that would prevent or delay change in our control.



Transfer Agent and Registrar
The transfer agent and registrar for our common stock is Action Stock Transfer Corporation.

                                                                     43
                                                        SELLING SHAREHOLDERS

The selling shareholders named below are selling the securities. The table assumes that all of the securities will be sold in this offering.
However, any or all of the securities listed below may be retained by any of the selling shareholders, and therefore, no accurate forecast can be
made as to the number of securities that will be held by the selling shareholders upon termination of this offering. The selling shareholders will
offer their shares at $1.35 per share until the Company‟s shares are quoted on the OTC Bulletin Board and, assuming this occurs, thereafter at
prevailing market prices or privately negotiated prices. We will not receive proceeds from the sale of shares from the selling shareholders.
These selling shareholders acquired their shares by purchase in a single private placement exempt from registration under section 4(2) of the
Securities Act of 1933. We believe that the selling shareholders listed in the table have sole voting and investment powers with respect to the
securities indicated unless otherwise stated in the footnotes below. We will not receive any proceeds from the sale of the securities by the
selling shareholders. No selling shareholders are broker-dealers or affiliates of broker-dealers.

                                                                                                                              Percentage of
                         Shares of Common                           Percentage of                                            Common Stock
                          Stock Included in Beneficial Ownership Common Stock Before            Beneficial Ownership       Owned After Offering
      Stockholder           Prospectus (i)   Before Offering (ii)   Offering (ii)               After the Offering (iii)          (iii)
eNitiatives – New
Business Architects               11,578                  55,664                  0.83%                       44,086                  0.66%
Ltd. (iv)(xii)
Erez Ravina(xii)                  29,062                 139,719                  2.08%                      110,657                  1.65%
Ahiam Lifshitz(xii)               16,000                  76,922                  1.15%                       60,922                  0.91%
Shorer International
                                   3,997                  19,215                  0.29%                       15,218                  0.23%
Ltd. (v)(xii)
Yechiel Katz(xii)                 11,546                  55,508                  0.83%                       43,962                  0.66%
Michael Gildengorin               22,604                  70,139                  1.05%                       47,535                  0.71%
Efi nave(xii)                      7,532                  36,213                  0.54%                       28,681                  0.43%
Dany Birger(xii)                   9,052                  43,518                  0.65%                       34,466                  0.51%
Lior Yaron                        47,362                 146,965                  2.19%                       99,603                  1.48%
Asaf David
                                   3,000                  14,423                  0.21%                       11,423                  0.17%
Margalit(xii)
Shai Scharfstein(xii)              5,934                  28,527                  0.43%                       22,593                  0.34%
Shai Sapir Investments
                                  43,019                 206,820                  3.08%                      163,801                  2.44%
Ltd. (vi)(xii)
Galit Szolomowicz                  9,194                  28,528                  0.43%                       19,334                  0.29%
Jacques Beraru
                                     285                   1,371                  0.02%                         1,086                 0.02%
(xi)(xii)
Shay Zilberman(xii)                   74                     354                  0.01%                           280                0.004%
Zeev Vider (xi)(xii)                  33                     161                  0.00%                           128                0.002%
Arieh Zinger
                                      80                     384                  0.01%                           304                0.005%
Zamir(xii)
Moshe Mazor(xii)                   1,483                   7,132                  0.11%                         5,649                 0.08%
Hagai Halevy(xii)                  1,426                   6,855                  0.10%                         5,429                 0.08%
Reuven Radu
                                     285                   1,371                  0.02%                         1,086                   0.2%
Guttmann(xii)
Alon Galanti(xii)                    549                   2,641                  0.04%                         2,092                 0.03%
Ephraim David(xii)                    80                     383                  0.01%                           303                0.005%
Dalya Zelikovich
                                   2,279                  10,958                  0.16%                         8,679                 0.13%
(x)(xii)
Shiran Zelikovich
                                     570                   2,740                  0.04%                         2,170                 0.03%
(x)(xii)
Dan Geiger                           442                   1,370                  0.02%                          928                 0.014%
Meir Avraham Duke                 88,292                 273,972                  4.08%                      185,680                  2.77%
B.M.O. Lavi
Investments and
                                  29,193                 140,351                  2.09%                      111,158                  1.66%
Holdings 2008 Ltd.
(vii)(xii)
Oded Feigin(xii)                  13,867                  66,667                  0.99%                       52,800                  0.79%
Oran Agranat(xii)                 20,800                 100,000                  1.49%                       79,200                  1.18%
EarthBound LLC (viii)             14,608                 236,641                  3.53%                      222,033                  3.31%
Faina Kronenberg                   2,429                   7,536                  0.11%                        5,107                  0.08%
Edward Britt                       1,216                   3,773                  0.06%                        2,557                  0.04%
Brockman
William Yarmuth                   6,079                 18,863                  0.28%                      12,784                  0.19%
H.H. Investment
                                  1,756                   8,442                 0.13%                       6,686                  0.10%
Company (ix)(xii)

    Total                       405,703              1,814,126                27.04%                    1,408,423                20.99%

(i) These columns represent the aggregate maximum number and percentage of shares that the selling stockholders can own at one time (and
therefore, offer for resale at any one time).
(ii) The number and percentage of shares beneficially owned is determined in accordance with Rule 13d-3 of the Securities Exchange Act of
1934, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rule, beneficial ownership
includes any shares as to which the selling stockholders has sole or shared voting power or investment power and also any shares, which the
selling stockholders has the right to acquire within 60 days. The percentage of shares owned by each selling stockholder is based on 6,708,583
shares issued and outstanding as of June 30, 2009, including options exercisable within 60 days of June 30, 2009.
(iii) Assumes that all securities registered will be sold.
(iv) eNitiatives is a company under the control of Mr. Reuven Marko.
(v) Shorrer International Ltd. is a company under the control of Mr. Doron Shorrer. Mr. Shorrer is a member of our board of Directors.
(vi) Shai Sapir Investments Ltd. is a company under the control of Mr. Yehoshua Hershkovitz.
(vii) B.M.O. Lavi Investments and Holdings 2008 Ltd. is a company under the control of Mr. Boaz Lavie. On April 2009 B.M.O. received from
Pimi Israel the sum of 44,990 NIS ($10,743) for business and financial consulting.
(viii) Earthbound is a company under the control of Mr. Jack Dweck and 3 Sixty Inc a company whose sole shareholder is JACohen FLP
(Family Limited Partnership), a corporation organized under the laws of the State of Delaware. The General Partners of the JACohen FLP are
Jeffrey Cohen and Adele Cohen. For a warrant to purchase 145,985 shares of Common Stock granted to Earthbound LLC on May 3, 2009, see
Investment Agreement with Earthbound LLC. To the Company best knowledge, Earthbound is the mother company of Vegisafe LLC with
which the Company has a joint venture (see "Customers and Partners").
(ix) H.H. Investment Company is a company under the control of the attorneys Amos Hachmun and Dor Heskia. Mr. Hachmun held a decision
share of 0.01 NIS nominal value, in Pimi Israel, which gave him decisive vote in case of dispute between the directors of Pimi Israel. On
February 2009 this share was converted into one ordinary share of 0.01 NIS nominal value of Pimi Israel which was later converted into one
Common Stock share of our company. Mr. Hachmon received legal fees for his services to Pimi Israel in the sum of 21,759 NIS ($5,149) and
16,266 NIS ($3,382) in the years 2009, 2007, respectively .
(x) Dalya and Shiran Zelikovich are mother and daughter.
(xi) Jacque Beraru and Zeev Vider are brothers-in-law.
(xii) An Israeli resident. The shares owned by this shareholder are held in trust by a trustee.



                                                                     44
                                                           PLAN OF DISTRIBUTION



          The selling stockholders and any of their pledgees, donees, assignees and successors-in-interest may, from time to time, sell any or all
of their shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions or by
gift. These sales may be made at fixed or negotiated prices. The selling stockholders cannot predict the extent to which a market will develop
or, if a market develops, what the price of our common stock will be because there is no trading market in our common stock as of the date of
this prospectus. The selling stockholders will sell shares an estimated of $1.35 per share until a public market develops for the common stock.
In order for a public market to develop, a broker-dealer must make a filing with the FINRA, which oversees the over-the-counter market,
including the OTC Bulletin Board. If a public market develops for the common stock, the selling stockholders may sell their shares of common
stock in the public market based on the market price at the time of sale or at negotiated prices. Subject to the foregoing, the selling
stockholders may use any one or more of the following methods when selling or otherwise transferring shares:

• ordinary brokerage transactions and transactions in which the broker-dealer solicits the purchaser;
• block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal
• facilitate the transaction;
• purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
• an exchange distribution in accordance with the rules of the applicable exchange;
• privately-negotiated transactions;
• broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share;
• through the writing of options on the shares;
• a combination of any such methods of sale; and
• any other method permitted pursuant to applicable law.

The selling stockholders may also sell shares under Rule 144 of the Securities Act, if available, rather than under this prospectus. The selling
stockholders shall have the sole and absolute discretion not to accept any purchase offer or make any sale of shares if it deems the purchase
price to be unsatisfactory at any particular time.

The selling stockholders or their respective pledgees, donees, transferees or other successors in interest, may also sell the shares directly to
market makers acting as principals and/or broker-dealers acting as agents for themselves or their customers. Such broker-dealers may receive
compensation in the form of discounts, concessions or commissions from the selling stockholders and/or the purchasers of shares for whom
such broker-dealers may act as agents or to whom they sell as principal or both, which compensation as to a particular broker-dealer might be
in excess of customary commissions. Market makers and block purchasers purchasing the shares will do so for their own account and at their
own risk. It is possible that a selling stockholder will attempt to sell shares of common stock in block transactions to market makers or other
purchasers at a price per share which may be below the then existing market price. We cannot assure that all or any of the shares offered in this
prospectus will be issued to, or sold by, the selling stockholders. The selling stockholders and any brokers, dealers or agents, upon effecting the
sale of any of the shares offered in this prospectus, may be deemed to be "underwriters" as that term is defined under the Securities Exchange
Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the rules and regulations of such acts. In such event, any
commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be
underwriting commissions or discounts under the Securities Act.

We are required to pay all fees and expenses incident to the registration of the shares, including fees and disbursements of counsel to the selling
stockholders, but excluding brokerage commissions or underwriter discounts.

The selling stockholders, alternatively, may sell all or any part of the shares offered in this prospectus through an underwriter. The selling
stockholders have not entered into any agreement with a prospective underwriter and there is no assurance that any such agreement will be
entered into.

The selling stockholders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling stockholder
defaults on a margin loan, the broker may, from time to time, offer and sell the pledged shares. The selling stockholders and any other persons
participating in the sale or distribution of the shares will be subject to applicable provisions of the Securities Exchange Act of 1934, as
amended, and the rules and regulations under such Act, including, without limitation, Regulation M. These provisions may restrict certain
activities of, and limit the timing of purchases and sales of any of the shares by, the selling stockholders or any other such person. In the event
that any of the selling stockholders are deemed an affiliated purchaser or distribution participant within the meaning of Regulation M, then the
selling stockholders will not be permitted to engage in short sales of common stock. Furthermore, under Regulation M, persons engaged in a
distribution of securities are prohibited from simultaneously engaging in market making and certain other activities with respect to such
securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. In
addition, if a short sale is deemed to be a stabilizing activity, then the selling stockholders will not be permitted to engage in a short sale of our
common stock. All of these limitations may affect the marketability of the shares.
If a selling stockholder notifies us that it has a material arrangement with a broker-dealer for the resale of the common stock, then we would be
required to amend the registration statement of which this prospectus is a part, and file a prospectus supplement to describe the agreements
between the selling stockholder and the broker-dealer.

                                                                       45
PENNY STOCK

The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a "penny stock," for the purposes
relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share,
subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:

              that a broker or dealer approve a person's account for transactions in penny stocks; and
              the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the
              penny stock to be purchased.

In order to approve a person's account for transactions in penny stocks, the broker or dealer must:

              obtain financial information and investment experience objectives of the person; and
              make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient
              knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Commission relating
to the penny stock market, which, in highlight form:

              sets forth the basis on which the broker or dealer made the suitability determination; and
              that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult
for investors to dispose of our common stock and cause a decline in the market value of our stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the
commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and
remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent
price information for the penny stock held in the account and information on the limited market in penny stocks.

                          MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

OTC Bulletin Board Considerations

As discussed elsewhere in this registration statement, the Company‟s common stock is not currently included for annotation on the Over the
Counter Bulletin Board (“OTCBB”), and there is no public trading market. To be quoted on the OTCBB, a market maker must file an
application on our behalf in order to make a market for our common stock. We have engaged in preliminary discussions with an FINRA
Market Maker to file our application on Form 211 with the FINRA, but as of the date of this prospectus, no filing has been made.

As of June 30, 2009, there are currently 874,339 shares of our common stock subject to outstanding options or warrants to purchase, or
securities convertible into, common equity of Pimi.

The Company is not obligated to register any shares under the Securities Act for sale by security holders, although the registrant is hereby filing
this registration statement for the registration of 405,703 shares of Common Stock on behalf of the selling stockholders.

Equity Compensation Plan Information

The table below indicates, as of December 31, 2008, information with respect to compensation plans (including individual compensation
arrangements) under which equity securities of the registrant are authorized for issuance, aggregated as follows: (i) all compensation plans
previously approved by security holders, and (ii) all compensation plans not previously approved by security holders.

                                                 Equity Compensation Plan Information
                                                                                                                        Number of securities
                                                                                                                      remaining available for
                                                Number of securities to                                                future issuance under
                                                be issued upon exercise          Weighted-average exercise              equity compensation
                                                of outstanding options,         price of outstanding options,             plans (excluding
                                                 warrants and rights                warrants and rights                securities reflected in
                                                                                                                            column (a))
               Plan category                                (a)                               (b)
                                                                                                                                  (c)
Equity compensation plans approved by
security holders                                                           -                                    -                                -
Equity compensation plans not approved by
security holders                                                   561,191     $                             0.33                          62,356
                  Total                                            561.191     $                             0.33                          62,356

Holders

As of June 30, 2009, the approximate number of stockholders of record of the Common Stock of the Company was 39.




                                       INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Our Articles of Incorporation provide to the fullest extent permitted by Section 145 of the General Corporation Law of the State of Delaware
that our directors or officers shall not be personally liable to us or our shareholders for damages for breach of such director's or officer's
fiduciary duty. The effect of this provision of our Articles of Incorporation is to eliminate our rights and our shareholders (through
shareholders' derivative suits on behalf of our company) to recover damages against a director or officer for breach of the fiduciary duty of care
as a director or officer (including breaches resulting from negligent or grossly negligent behavior), except under certain situations defined by
statute. We believe that the indemnification provisions in our Articles of Incorporation are necessary to attract and retain qualified persons as
directors and officers.



Our By Laws also provide that the Board of Directors may also authorize us to indemnify our employees or agents, and to advance the
reasonable expenses of such persons, to the same extent, following the same determinations and upon the same conditions as are required for
the indemnification of and advancement of expenses to our directors and officers. As of the date of this Registration Statement, the Board of
Directors has not extended indemnification rights to persons other than directors and officers.



Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling
us pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.


                                                                        46
                                                              LEGAL MATTERS

The validity of our common stock offered hereby will be passed upon by Sichenzia Ross Friedman Ference LLP, New York, New York.

                                                                   EXPERTS

The consolidated balance sheet of Pimi and its subsidiary as of December 31, 2008 and December 31, 2007, and the related consolidated
statements of operations, changes in stockholders' equity and cash flows for each of the years in the three year period ended December 31, 2008
and for the cumulative period from January 14, 2004 (date of inception) through December 31, 2008 appearing in this prospectus and
registration statement have been so included in reliance on the report of Fahn Kanne & Co., an independent registered public accounting firm,
appearing elsewhere in this prospectus, given on the authority of such firm as experts in accounting and auditing.

      CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

                                            WHERE YOU CAN FIND MORE INFORMATION

This prospectus does not contain all of the information in the registration statement and the exhibits and schedules that were filed with the
registration statement. For further information with respect to the common stock and us, we refer you to the registration statement and the
exhibits and schedules that were filed with the registration statement. Statements made in this prospectus regarding the contents of any contract,
agreement or other document that is filed as an exhibit to the registration statement are not necessarily complete, and we refer you to the full
text of the contract or other document filed as an exhibit to the registration statement. A copy of the registration statement and the exhibits and
schedules that were filed with the registration statement may be inspected without charge at the public reference facilities maintained by the
SEC at 100 F Street, N.E., Washington, D.C. 20549, and at the SEC's regional offices at 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661, Woolworth Building and 233 Broadway New York, New York.

                                                                        47
PIMI AGRO CLEANTECH, INC. AND ITS SUBSIDIARY
            (A Development Stage Company)
         Consolidated Financial Statements
        as of March 31, 2009 (unaudited) and
          as of December 31, 2008 (audited)
                             PIMI AGRO CLEANTECH, INC. AND ITS SUBSIDIARY
                                               (A Development Stage Company)
                                              Consolidated Financial Statements
                                             as of March 31, 2009 (unaudited) and
                                               as of December 31, 2008 (audited)
                                                       Table of Contents
                                                                                     Page
Report of Independent Registered Public Accounting Firm                               2
Consolidated financial statements
   Balance Sheets                                                                      3
   Statements of Operations                                                            4
   of Changes in Shareholders‟ Equity (Deficit)                                      5–8
   Statements of Cash Flows                                                            9
   Notes to the Consolidated Financial Statements                                   10 – 27




                                                             F-1
                                                                                                                 Fahn Kanne & Co.
                                                                                                                 Head Office
                                                                                                                 Levinstein Tower
Report of Independent Registered Public Accounting Firm                                                          23 Menachem Begin Road
To the Shareholders of                                                                                           Tel-Aviv 66184, ISRAEL
PIMI AGRO CLEANTECH, INC.                                                                                        P.O.B. 36172, 61361
(A Development Stage Company)
                                                                                                                 T +972 3 7106666
                                                                                                                 F +972 3 7106660
                                                                                                                 www.gtfk.co.il

We have audited the accompanying consolidated balance sheets of Pimi Agro Cleantech, Inc. (a development stage company) (hereinafter:
the "Company") and its subsidiary as of December 31, 2008 and 2007, and the related consolidated statements of operations, changes in
shareholders‟ equity (deficit) and cash flows for each of the years in the three year period ended December 31, 2008. These consolidated
financial statements are the responsibility of the Board of Directors and management of the Company. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial
reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over
financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position
of the Company and its subsidiary as of December 31, 2008 and 2007, and the consolidated results of operations, changes in shareholders‟
equity (deficit) and cash flows for each of the years in the three year period ended December 31, 2008, in conformity with accounting
principles generally accepted in the United States.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in
Note 1 to the financial statements, the Company is in the development stage as defined in Statement of Financial Accounting Standard No. 7,
"Accounting and Reporting by Development Stage Enterprises". It has not yet generated sufficient revenues from its operations to fund its
activities and is therefore dependent upon external sources for financing its operations. Since inception, the Company has suffered accumulated
losses in an amount of US$ 1,999,147 and has a negative operating cash flow of US$ 1,811,293. These matters raise substantial doubt about the
Company‟s ability to continue as a going concern. Management‟s plans concerning these matters are also described in Note 1. The financial
statements do not include any adjustments that might result from the outcome of this uncertainty.


Fahn Kanne & Co.
Certified Public Accountants (Isr.)
Tel-Aviv, Israel
July 2, 2009

                                                                        F-2
                                       PIMI AGRO CLEANTECH, INC. AND ITS SUBSIDIARY
                                                (A Development Stage Company)

                                                 CONSOLIDATED BALANCE SHEETS

                                                                                                     US dollars
                                                                                       March 31,             December 31,
                                                                                         2009(*)          2008(*)         2007(*)
                                                                                    (unaudited)                (audited)
                                 ASSETS                                                          
Current Assets                                                                                   
Cash and cash equivalents                                                                  284,244           277,410         35,055
Accounts receivable                                                                           3,162           13,240          8,438
Other current assets (Note 3)                                                              166,368            46,602         27,685
Total current assets                                                                       453,774           337,252         71,178

Property and Equipment, Net (Note 4)                                                         20,333             18,280             15,701
                                                                                                                    
Funds in Respect of Employee Rights Upon Retirement                                          28,569             28,837             20,286
Total assets                                                                                502,676            384,369            107,165
               LIABILITIES, NET OF CAPITAL DEFICIT                                               
Current Liabilities                                                                              
 Accounts payable:
Trade (Note 5A)                                                                              65,570             30,906             18,345
Other (Note 5B)                                                                             212,594            170,017            208,973
Total current liabilities                                                                   278,164            200,923            227,318
                                                                                                 
 Liability for employee rights upon retirement                                               36,218              37,261            20,286
                                                                                                 
Commitments (Note 7)                                                                             
Shareholders’ Equity (Deficit) (Note 8)                                                          
Common stocks of US$ 0.01 par value ("Common stocks"):                                           
30,000,000 shares authorized as of March 31, 2009, December 31, 2008 and 2007;
issued and outstanding 6,309,530 shares, 6,031,658 shares and 4,033,834 shares as
of March 31, 2009, December 31, 2008 and 2007, respectively
                                                                                             63,095              60,316            40,338
 Additional paid in capital                                                               2,382,639           2,114,872         1,145,341
 Receipts on account of shares                                                                    -                   -           100,000
 Accumulated other comprehensive loss                                                       (38,865 )           (29,856 )         (29,965 )
 Deficit accumulated during the development stage                                        (2,218,575 )        (1,999,147 )      (1,396,153 )
 Total shareholders' equity (deficit)                                                       188,294             146,185          (140,439 )
 Total liabilities and shareholders’ equity (deficit)                                       502,676             384,369           107,165

(*)      As described in Note 1A, the financial statements were retroactively restated to reflect the historical financial statements of the
         subsidiary Pimi Agro Cleantech Ltd., which was acquired by the Company from its shareholders on April 27, 2009.
                                The accompanying notes are an integral part of the financial statements.




                                                                    F-3
                                      PIMI AGRO CLEANTECH, INC. AND ITS SUBSIDIARY
                                               (A Development Stage Company)

                                        CONSOLIDATED STATEMENTS OF OPERATIONS



                                                                              US dollars
                                                                                                                           Cumulative
                                                                                                                          period from
                                                                                                                          January 14,
                                                                                                                          2004 (date of
                                                                                                                            inception)
                                     Three month period                                                                        until
                                      ended March 31,                       Year ended December 31,                         March 31,
                                     2009(*)        2008(*)           2008(*)         2007 (*)             2006(*)            2009(*)
                                         (unaudited)                               (audited)                               (unaudited)
Revenues                                9,306          2,410           104,612         15,763                 29,454             182,592
Research and development
    expenses (Note 9)                 (191,852 )       (63,907 )         (515,154 )        (319,015 )       (452,004 )        (1,713,424 )
General and administrative
    expenses (Note 10)                 (32,832 )       (28,093 )         (187,032 )        (190,036 )       (150,818 )          (576,352 )
  Operating loss                      (215,378 )       (89,590 )         (597,574 )        (493,288 )       (573,368 )        (2,107,184 )
Financing expenses (income), net        (4,050 )          (861 )           (5,420 )          (1,757 )        (11,813 )           (31,057 )
  Loss from continuing operation      (219,428 )       (90,451 )         (602,994 )        (495,045 )       (585,181 )        (2,138,241 )
Income (loss) from discontinued
    operation (in 2007 includes
    capital gain on disposal of
    US$ 245,574), net (Note 14)              -               -                  -           153,592         (246,234 )           (80,334 )
      Net loss for the period         (219,428 )       (90,451 )         (602,994 )        (341,453 )       (831,415 )        (2,218,575 )

Loss per share from continuing
    operation (Note 12)                  (0.04 )         (0.02 )            (0.12 )           (0.43 )          (4.82 )

Earnings (loss) per share from
   discontinued operation
   (Note 12)                                  -               -                  -             0.13            (2.03 )

Net loss per share (Note 12)             (0.04 )         (0.02 )            (0.12 )             (0.3 )         (6.85 )



(*)     As described in Note 1A, the financial statements were retroactively restated to reflect the historical financial statements of the
        subsidiary Pimi Agro Cleantech Ltd., which was acquired by the Company from its shareholders on April 27, 2009.



                              The accompanying notes are an integral part of the financial statements.
                     The accompanying capital notes are an integral part of the consolidated financial statements.




                                                                   F-4
                                         PIMI AGRO CLEANTECH, INC. AND ITS SUBSIDIARY
                                                  (A Development Stage Company)

                            STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT) (*)

                                                             US Dollars (except for share data)
                           Common stock                            Accumulated
                                                   Additional           other           Receipts on                            Total
                         Number                     paid in       comprehensive         account of      Accumulated         shareholders
                         of shares       Amount     capital         income (loss)         shares           deficit         equity (deficit)
January 14, 2004
    (date of
    inception)                       -         -              -                    -               -                  -                       -
120,000 common stock
    issued for cash of
    US$ 0.002 per
    share                  120,000         1,200          (932 )                   -               -                  -                  268
Balance as of
    December 31,
    2004 (audited)         120,000         1,200          (932 )                   -               -                  -                  268


Loss for the year                    -         -              -                    -               -        (223,285 )             (223,285 )
Gain on translation of
    subsidiary
    functional
    currency to the
    reporting currency               -         -              -               5,989                -                  -                5,989
                                                                                                                          ________
Total comprehensive
    loss                                                                                                                           (217,296 )
Receipts on account of
    shares                           -         -              -                    -        100,000                   -              100,000
Balance as of
    December 31,
    2005 (audited)         120,000         1,200          (932 )              5,989         100,000         (223,285 )             (117,028 )
Loss for the year                -             -             -                    -               -         (831,415 )             (831,415 )
Loss on translation of
    subsidiary
    functional
    currency to the
    reporting currency               -         -              -             (12,748 )              -                  -              (12,748 )
                                                                                                                          ________
Total comprehensive
    loss                                                                                                                           (844,163 )
                                                                                                                                  ------------
Issuance of 25,200
     common stock for
     cash of US$ 7.50
     per share on
     January 2, 2006        25,200          252        188,748                     -       (100,000 )                 -               89,000
Issuance of 24,000
     common stock for
     cash of US$ 7.56
     per share on
     July 19, 2006          24,000          240        181,293                     -               -                  -              181,533
Issuance of 72,000
     common stock for
     cash of US$ 7.53
     per share on
     December 28,           72,000          720        541,600                     -               -                  -              542,320
     2006
Issuance of 1,688
     common stock for
     cash of US$ 8.33
     per share on
     December 28,
     2006                    1,688         17           14,043                     -              -                  -              14,060
Receipts on account of
     shares                      -           -                -                    -         33,644                  -              33,644
Balance as of
     December 31,
     2006 (audited)       242,888       2,429          924,752               (6,759 )        33,644        (1,054,700 )           (100,634 )

(*)      As described in Note 1A, the financial statements were retroactively restated to reflect the historical financial statements of the
         subsidiary Pimi Agro Cleantech Ltd., which was acquired by the Company from its shareholders on April 27, 2009.
                                The accompanying notes are an integral part of the financial statements.
                      The accompanying capital notes are an integral part of the consolidated financial statements.


                                                                    F-5
                                         PIMI AGRO CLEANTECH, INC. AND ITS SUBSIDIARY
                                                  (A Development Stage Company)

                         STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT) (*) (cont.)

                                                             US Dollars (except for share data)
                           Common stock                               Accumulated
                                                                                           Receipts
                                                      Additional           other              on                                Total
                         Number                        paid in       comprehensive        account of     Accumulated         shareholders
                         of shares       Amount        capital        income (loss)         shares          deficit         equity (deficit)

Loss for the year                    -            -               -                   -             -        (341,453 )             (341,453 )
Loss on translation of
    subsidiary
    functional
    currency to the
    reporting
    currency                         -            -               -            (23,206 )            -                  -              (23,206 )
                                                                                                                           ________
Total comprehensive
    loss                                                                                                                            (364,659 )
                                                                                                                                   ------------
Issuance of 8,708
    common stock for
    cash of US$ 2.37
    per share, 30,006
    common stock for
    cash of US$ 3.28
    per share, 7,754
    common stock for
    cash of
    US$ 0.0025 per
    share and 591
    common stock for
    cash of US$ 3.45
    per share in April
    2007                     47,059          471          119,375                     -      (33,644 )                 -              86,202
Issuance of 6,937
    common stock for
    cash of US$ 4.10
    per share in June
    2007                       6,937          69           28,339                     -             -                  -              28,408
Issuance of 747,390
    common stock for
    cash of
    US$ 0.078 per
    share in July 2007      747,390         7,474          51,061                     -             -                  -              58,535
Issuance of 996,520
    common stock for
    cash of
    US$ 0.024 per
    share in August
    2007                    996,520         9,965          14,007                     -             -                  -              23,972
Issuance of 996,520
    common stock for
    cash of
    US$ 0.024 per
    share in
    November 2007           996,520         9,965          15,212                     -             -                  -              25,177
Issuance of 996,520
    common stock for        996,520         9,965           (7,405 )                  -             -                  -                2,560
    cash of
    US$ 0.0026 per
    share in
    December 2007
Receipts on account of
    shares                         -            -               -                     -     100,000                   -            100,000
Balance as of
    December 31,
    2007 (audited)         4,033,834      40,338        1,145,341              (29,965 )    100,000         (1,396,153 )          (140,439 )

(*)      As described in Note 1A, the financial statements were retroactively restated to reflect the historical financial statements of the
         subsidiary Pimi Agro Cleantech Ltd., which was acquired by the Company from its shareholders on April 27, 2009.
                                The accompanying notes are an integral part of the financial statements.


                                                                    F-6
                                         PIMI AGRO CLEANTECH, INC. AND ITS SUBSIDIARY
                                                  (A Development Stage Company)

                         STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT) (*) (cont.)

                                                             US Dollars (except for share data)
                           Common stock                               Accumulated
                                                      Additional           other          Receipts on                           Total
                         Number                        paid in       comprehensive         account of     Accumulated        shareholders
                         of shares       Amount        capital        income (loss)          shares          deficit        equity (deficit)

Loss for the year                    -            -              -                    -              -         (602,994 )          (602,994 )
Gain on translation of
    subsidiary
    functional
    currency to the
    reporting
    currency                         -            -              -                 109               -                  -                109
Total comprehensive
    loss                                                                                                                           (602,885 )

Issuance of 716,589
    common stock for
    cash of
    US$ 0.041 per
    share in February
    2008                    716,589         7,166          22,370                     -              -                  -            29,536
Issuance of 235,334
    common stock for
    cash of US$ 0.72
    per share in
    February 2008           235,334         2,353         166,600                     -      (100,000 )                 -            68,953
Issuance of 291,515
    common stock for
    cash of US$ 0.69
    per share in June
    2008                    291,515         2,915         197,085                     -              -                  -           200,000
Issuance of 310,382
    common stock for
    cash of US$ 0.71
    per share in
    September 2008          310,382         3,104         216,161                     -              -                  -           219,265
Issuance of 444,004
    common stock for
    cash of US$ 0.74
    per share in
    November 2008           444,004         4,440         323,548                     -              -                  -           327,988
Stock based
    compensation                     -            -        43,767                     -              -                  -            43,767
Balance as of
    December 31,
    2008 (audited)         6,031,658       60,316       2,114,872              (29,856 )             -       (1,999,147 )           146,185

(*)      As described in Note 1A, the financial statements were retroactively restated to reflect the historical financial statements of the
         subsidiary Pimi Agro Cleantech Ltd., which was acquired by the Company from its shareholders on April 27, 2009.
                                The accompanying notes are an integral part of the financial statements.


                                                                     F-7
                                            PIMI AGRO CLEANTECH, INC. AND ITS SUBSIDIARY
                                                     (A Development Stage Company)


                           STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT) (*) (cont.)
                                                      (unaudited)


                                                                US Dollars (except for share data)
                               Common stock                              Accumulated
                                                         Additional           other          Receipts on                         Total
                            Number                        paid in       comprehensive         account of   Accumulated        shareholders
                            of shares       Amount        capital        income (loss)          shares        deficit        equity (deficit)

Loss for the year                       -            -              -                    -             -       (219,428 )           (219,428 )
Loss on translation of
    subsidiary
    functional
    currency to the
    reporting
    currency                            -            -              -              (9,009 )            -                 -             (9,009 )
Total comprehensive
    loss                                                                                                                            (228,437 )

Issuance of 26,399
    common stock for
    cash of US$ 1.33
    per share in
    January 2009                26,399          264           34,736                     -             -                 -            35,000
Issuance of 3,773
    common stock for
    cash of US$ 1.33
    per share in
    March 2009                    3,773          38            4,962                     -             -                 -              5,000
Issuance of 205,345
    common stock for
    cash of US$ 0.73
    per share in
    March 2009                 202,372         2,024          14,976                     -             -                 -           145,000
Issuance of 45,328
    common stock for
    cash of US$ 1.32
    per share in
    March 2009                  45,328          453           59,547                     -             -                 -            60,000
Stock based
    compensation                        -            -        25,546                     -             -                 -            25,546
Balance as of March
    31, 2009
    (unaudited)               6,309,530       63,095       2,382,639              (38,865 )            -      (2,218,575 )           188,294

(*)      As described in Note 1A, the financial statements were retroactively restated to reflect the historical financial statements of the
         subsidiary Pimi Agro Cleantech Ltd., which was acquired by the Company from its shareholders on April 27, 2009.



                                  The accompanying notes are an integral part of the financial statements.
                         The accompanying capital notes are an integral part of the consolidated financial statements.
F-8
                                           PIMI AGRO CLEANTECH, INC. AND ITS SUBSIDIARY
                                                    (A Development Stage Company)

                                            CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                                      US dollars
                                                                                                                    Cumulative
                                                                                                                   period from
                                                                                                                   January 14,
                                                                                                                   2004 (date of
                                                                                                                     inception)
                                              Three month period                                                        until
                                               ended March 31,               Year ended December 31,                 March 31,
                                              2009(*)       2008(*)      2008(*)       2007(*)       2006(*)           2009(*)
                                                 (unaudited)                        (audited)                       (unaudited)
Cash flows from operating activities:
  Net loss for the period                      (219,428 )    (90,451 )   (602,994 )    (341,453 )     (831,415 )       (2,218,575 )
  Adjustments to reconcile net loss for
    the period to net cash used in
    operating activities:
  Depreciation                                    1,985        1,635        7,325         5,766          2,709             18,034
  Increase in accrued severance pay               2,469        9,266       17,747         3,948          8,658             38,004
  Stock based compensation                       25,546            -       43,767             -              -             69,313
  Interest from shareholders loans                    -            -            -             -         (9,723 )           (2,409 )
  Changes in assets and liabilities:
  Decrease (increase) in accounts
    receivable                                    9,147        6,156       (4,988 )      (4,123 )        8,889             (3,355 )
  Decrease (increase) in other current
    accounts                                    (15,246 )      7,401      (19,718 )     (17,266 )      (94,346 )        (157,685 )
  Increase (decrease) in accounts
    payable – trade                              38,741       24,937       13,092       (15,367 )       11,422             66,359
  Increase (decrease) in accounts
    payable – other                              60,154      (51,446 )    (43,863 )     141,878         35,631           202,055
  Net cash used in operating activities
    generated from continuing
    operations                                  (96,632 )    (92,503 )   (589,632 )    (226,617 )     (868,175 )       (1,988,259 )
  Net cash provided in (used in)
    operating activities generated from
    discontinued operations (in 2007
    includes capital gain on disposal of
    US$ 245,574)                                      -            -            -      (153,592 )      246,234             80,334
  Net cash used in operating activities         (96,632 )    (92,503 )   (589,632 )    (380,209 )     (621,941 )       (1,907,925 )
Cash flows from investment
activities:
  Increase in funds in respect of
    employee rights upon retirement              (2,469 )     (1,786 )     (8,816 )      (3,948 )       (8,658 )          (29,073 )
  Purchase of property and equipment             (5,845 )     (2,978 )     (9,866 )        (319 )      (19,027 )          (37,561 )
  Net cash used in investment activities         (8,314 )     (4,764 )    (18,682 )      (4,267 )      (27,685 )          (66,634 )
Cash flows from financing activities
  Credit from banking institutions                    -            -            -             -        (2,730 )              (21 )
  Issuance of common stock                      245,000       98,490      845,744       224,661       632,629          1,948,302
  Payment on account of shares                        -            -            -       100,000        33,644            233,644
  Loans from shareholders                             -            -            -             -        14,083            194,083
  Deferred issuance expenses                   (112,874 )          -            -             -             -           (112,874 )
  Net cash provided by financing
    activities                                 132,126        98,490      845,744       324,661       677,626          2,263,134
  Effect of exchange rate changes on
    cash and cash equivalents                   (20,346 )      2,642        4,925         6,140          6,370             (4,331 )
Increase (decrease) in cash and cash
  equivalents                                     6,834        3,865      242,355       (53,675 )       34,370           284,244
Cash and cash equivalents at beginning
  of the period                               277,410          35,055           35,055          88,730           54,360                    -
  Cash and cash equivalents at end of
    the period                                284,244          38,920         277,410           35,055           88,730             284,244

(*)   As described in Note 1A, the financial statements were retroactively restated to reflect the historical financial statements of the
      subsidiary Pimi Agro Cleantech Ltd., which was acquired by the Company from its shareholders on April 27, 2009.

Supplementary information on financing activities not involving cash flows
During 2006, the Company loans from shareholders were converted into 24,000 common stock for an amount of US$ 180,000.
During 2007, the Company loans from shareholders were converted into 52,776 common stock for an amount of US$ 14,477.
The balance as of December 31, 2006 of other current assets included US$ 14,284 with respect to shares issued to all investors (the amount was
paid after balance sheet date).


                                                                     F-9
                                  PIMI AGRO CLEANTECH, INC. AND ITS SUBSIDIARY
                                           (A Development Stage Company)

                              NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
           (Information as at March 31, 2009 and for the three months ended March 31, 2009 and 2008 is unaudited)




NOTE 1 -          GENERAL
            A.    Pimi Agro Cleantech, Inc. (the "Company") was incorporated on April 1, 2009, under the laws of the State of
                  Delaware. On April 27, 2009, the Company acquired from its shareholders all of the issued and outstanding shares of
                  Pimi Agro Cleantech Ltd. (hereinafter: "Pimi Israel") including preferred and ordinary shares. As a consideration for
                  the transaction, the Company issued its shareholders an equal number of its common stock (6,313,589 shares). As a
                  result of the acquisition, Pimi Israel became a wholly-owned subsidiary of the Company. The transaction involved
                  companies under common control, and accordingly the acquisition has been accounted for at historical cost in a
                  manner similar to a pooling of interests. On this basis, the stockholders‟ equity has been retroactively restated to
                  reflect the equivalent number of shares of common stock of the Company issued for the acquisition of Pimi Israel as if
                  such shares were issued at the dates they were issued by Pimi Israel to its shareholders on the basis of 1 Common
                  Stock for each 1 preferred share or 1 ordinary share of Pimi Israel. The historical financial statements prior to April 27,
                  2009 reflect the activities of Pimi Israel.

                  Pimi Israel was incorporated in 2004 and commenced its operations in 2005. Pimi Israel develops, produces and
                  markets products for improving the quality and extending the shelf-life of fruits and vegetables. Since its inception,
                  Pimi Israel has devoted substantially all of its efforts to business planning, research and development and raising
                  capital, and has not yet generated significant revenues. Accordingly, Pimi Israel is considered to be in the
                  development stage as defined in Statement of Financial Accounting Standards ("SFAS") No. 7, "Accounting and
                  Reporting by Development Stage Enterprises" .

            B.    The development and commercialization of Pimi Israel's product will require substantial expenditures. Pimi Israel has
                  not yet generated sufficient revenues from its operations to fund its activities, and is therefore dependent upon external
                  sources for financing its operations. There can be no assurance that Pimi Israel will succeed in obtaining the necessary
                  financing to continue its operations. Since inception, Pimi Israel has suffered accumulated losses in an amount of
                  US$ 2,218,575 and has a negative operating cash flow of US$ 1,907,925. These factors raise substantial doubt about
                  Pimi Israel's ability to continue as a going concern.

                  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

            C.    The consolidated financial statements were prepared in accordance with accounting principles generally accepted in
                  the United States of America ("US GAAP").

            D.    Risk factors

                  The Company and Pimi Israel (the "Group") have a limited operating history and faces a number of risks, including
                  uncertainties regarding finalization of the development process, demand and market acceptance of the Group's
                  products, the effects of technological change, competition and the development of other new products. Additionally,
                  other risk factors also exist, such as the ability to manage growth and the effect of planned expansion of operations on
                  the Group's future results.

                  In addition, the Group expects to continue incurring significant operating costs and losses in connection with the
                  development of its products and increased marketing efforts.

                  As mentioned above, the Group has not yet generated significant revenues from its operations to fund its activities, and
                  therefore the continuance of its activities as a going concern depends on the receipt of additional funding from its
                  shareholders and investors.



                                                                F-10
                                        PIMI AGRO CLEANTECH, INC. AND ITS SUBSIDIARY
                                                 (A Development Stage Company)

                               NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (cont.)
                (Information as at March 31, 2009 and for the three months ended March 31, 2009 and 2008 is unaudited)




NOTE 1 -                GENERAL (cont.)
                 E.     Use of estimates in the preparation of financial statements

                        The preparation of consolidated financial statements in conformity with US GAAP requires management to make
                        estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent
                        assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and
                        expenses during the reporting periods. Actual results could differ from those estimates.

                 F.     Unaudited Interim Financial Statements

                        The accompanying unaudited financial statements as of March 31, 2009 and for the three months ended March 31,
                        2009 and 2008 were prepared in accordance with accounting principles generally accepted in the United States of
                        America. In the opinion of management, the unaudited financial statements presented herein include all adjustments
                        necessary for a fair presentation of the Company‟s financial position at March 31, 2009 and the results of its operations
                        and its cash flows for the three month periods ended March 31, 2009 and 2008. All such adjustments are of a normal
                        recurring nature. Interim financial statements are prepared on a basis consistent with the Company‟s annual financial
                        statements. Results of operations for the three month period ended March 31, 2009 are not necessarily indicative of the
                        operating results that may be expected for the entire year ending December 31, 2009.




NOTE 2            -         SIGNIFICANT ACCOUNTING POLICIES
                 A.     Functional currency and translation to the reporting currency

                        The functional currency of the Company is the US dollar (“US$”), which is the currency of the primary economic
                        environment in which the operations of the Company are conducted. The functional currency of its foreign subsidiary
                        is the New Israeli Shekel ("NIS").

                        The financial statements of the subsidiary were translated into U.S. dollars in accordance with the principles set forth
                        in SFAS No. 52 of the U.S. Financial Accounting Standards Board ("FASB"). Accordingly, assets and liabilities were
                        translated from NIS to U.S. dollars using year-end exchange rates, and income and expense items were translated at
                        average exchange rates during the year.

                        Gains or losses resulting from translation adjustments are reflected in shareholders' equity, under “accumulated other
                        comprehensive income (loss)”.

                        Balances denominated in, or linked to foreign currency are stated on the basis of the exchange rates prevailing at the
                        balance sheet date. For foreign currency transactions included in the statement of operations, the exchange rates
                        applicable on the relevant transaction dates are used. Transaction gains or losses arising from changes in the exchange
                        rates used in the translation of such balances are carried to financing income or expenses.

                                                    Three month period ended March                             Year ended
                                                                  31,                                         December 31,
                                                         2009            2008                   2008              2007               2006
Official exchange rate of NIS 1                          0.239           0.281                  0.263             0.260              0.237

           B.     Principles of consolidation

                  The consolidated financial statements include the accounts of the Company and its subsidiary. All significant intercompany
                  balances and transactions have been eliminated on consolidation.

                  As described in Note 1A above, the acquisition of Pimi Israel has been accounted for in a manner similar to a pooling of
interests at historical cost.



                                F-11
                                           PIMI AGRO CLEANTECH, INC. AND ITS SUBSIDIARY
                                                    (A Development Stage Company)

                             NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (cont.)
              (Information as at March 31, 2009 and for the three months ended March 31, 2009 and 2008 is unaudited)



NOTE 2              -          SIGNIFICANT ACCOUNTING POLICIES (cont.)
                   C.      Cash and cash equivalents

                           The Group considers all highly liquid investments, which include short-term bank deposits that are not restricted as to
                           withdrawal or use, and short-term debentures, with original periods to maturity not exceeding three months, to be cash
                           equivalents.

                   D.      Property and equipment

              1.        Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the
                        straight-line method over the estimated useful lives of the assets. When asset are retired or otherwise disposed of, the
                        related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less
                        any amount realized from disposition is reflected in the statements of operations.

               2.        Rates of depreciation:
                                                                                                     %
                                       Computers                                                     33
                                       Furniture and office equipment                               7-15

         E.        Impairment of long-lived assets
                       The Group's long-lived assets are reviewed for impairment in accordance with SFAS No. 144 "Accounting for the
                       Impairment or Disposal of Long-Lived Assets ", whenever events or changes in circumstances indicate that the carrying
                       amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of
                       the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such
                       assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying
                       amount of the asset exceeds its fair value. The Group have not recorded any impairment losses in the reported periods.

         F.        Deferred income taxes
                       The Group accounts for income taxes in accordance with SFAS No. 109, "Accounting for Income Taxes" . According to
                       SFAS No. 109, deferred income taxes are determined utilizing the asset and liability method based on the estimated
                       future tax effects of differences between the financial accounting and the tax bases of assets and liabilities under the
                       applicable tax law. Deferred tax balances are computed using the tax rates expected to be in effect at the time when
                       these differences reverse. Valuation allowances in respect of the deferred tax assets are provided for if, based upon the
                       weight of available evidence, it is more likely than not that all or a portion of the deferred income tax assets will not be
                       realized.

         G.        Liability for employee rights upon retirement
                       Pimi Israel's liability for employee rights upon retirement with respect to its Israeli employees is calculated, pursuant to
                       Israeli severance pay law, based on the most recent salary of each employee multiplied by the number of years of
                       employment, as of the balance sheet date. Employees are entitled to one month's salary for each year of employment, or
                       a portion thereof. Pimi Israel makes monthly deposits to insurance policies and severance pay funds. The liability of the
                       Company is fully provided for.

                          The deposited funds include profits accumulated up to the balance sheet date. The deposited funds may be withdrawn
                          upon the fulfillment of the obligation pursuant to Israeli severance pay laws or labor agreements. The value of the
                          deposited funds is based on the cash surrender value of these policies, and includes immaterial profits/losses.




                                                                        F-12
                             NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (cont.)
              (Information as at March 31, 2009 and for the three months ended March 31, 2009 and 2008 is unaudited)



NOTE 2          -           SIGNIFICANT ACCOUNTING POLICIES (cont.)
               G.      Liability for employee rights upon retirement (cont.)

                       Severance expenses for the three month periods ended March 31, 2009 and 2008, and for the years ended
                       December 31, 2008, 2007 and 2006 amounted to US$ 2,469, US$ 9,266, US$ 17,747, US$ 3,948 and US$ 8,658,
                       respectively.


         H.     Revenue recognition

                Revenues are recognized in accordance with Staff Accounting Bulletin ("SAB") No. 104, Revenue recognition when
                delivery has occurred and, where applicable, after installation has been completed, there is persuasive evidence of an
                agreement, the fee is fixed or determinable and collection of the related receivables is reasonably assured and no further
                obligations exist.

                Revenues from sales are recognized when title and risk and rewards for the products are transferred to the customer, net of
                provisions for estimated returns and discounts.

         I.         Research and development costs

                The Group accounts for research and development costs in accordance with the SFAS No. 2, " Accounting for Research and
                Development Costs ". Under SFAS 2, all research and development costs must be expensed as incurred. Grants received
                from the Government of Israel for development of approved projects are recognized as a reduction of expenses when the
                related costs are incurred (see also J. below).

         J.     Royalty-bearing grants

                Royalty-bearing grants from the Office of the Chief Scientist of the Ministry of Industry, Trade and Labor of Israel (the
                "OCS") for funding approved research and development projects are recognized at the time Pimi Israel is entitled to such
                grants, on the basis of the costs incurred and included as a reduction of research and development costs. Research and
                development grants recognized in 2008 and 2007 amounted to US$ 30,505 and US$ 91,248, respectively (cumulative since
                inception US$ 121,753).

                As of March 31, 2009, 2008 and December 31, 2008, the Company has not accrued any royalties, since no revenues were
                recognized in respect of the funded project.

         K.     Earning per share

                Basic earning (loss) per share are computed by dividing net income (loss) by the weighted average number of shares
                outstanding during the year.

                In computing diluted earning per share, basic earning per share are adjusted to reflect the potential dilution that could occur
                upon the exercise of options issued using the treasury stock method, if their effect is dilutive.

         L.     Stock-based compensation

                The Group applies the provisions of SFAS No. 123R, "Share Based Payment" ("SFAS 123R"), which requires all
                share-based payments, including grants of stock options, to be recognized in the statement of operations as an operating
                expense, based on the fair value of the award on the date of grant. The fair value of stock-based compensation is estimated
                using the Black Scholes option-pricing model. The Group has expensed compensation costs, net of estimated forfeitures,
                applying the accelerated vesting method, over the requisite service period.

                Share-based payments awarded to consultants (non-employees) are accounted for in accordance with EITF No. 96-18
                "Accounting for Equity Instruments that are Issued to other than Employees for Acquiring or in connection with Selling
                Goods or Services" .
F-13
                                       PIMI AGRO CLEANTECH, INC. AND ITS SUBSIDIARY
                                                (A Development Stage Company)

                             NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (cont.)
              (Information as at March 31, 2009 and for the three months ended March 31, 2009 and 2008 is unaudited)



NOTE 2    -      SIGNIFICANT ACCOUNTING POLICIES (cont.)

         M.     Discontinued operations
                Under SFAS 144, "Accounting for the Impairment or Disposal of long-lived Assets" when a component of an entity, as
                defined in SFAS 144, has been disposed of or is classified as held for sale, the results of its operations, including the gain or
                loss on its disposal should be classified as discontinued operations and the assets and liabilities of such component should be
                classified as assets and liabilities attributed to discontinued operations. The operations, assets and liabilities of the
                component (see Note 14) have been eliminated from the Group's operations and the Group will no longer have any
                significant continuing involvement in the operations of the component.

         N.     Comprehensive income (loss)

                Comprehensive income (loss), presented in shareholders' equity, includes, in addition to net income (loss), translation gains
                and losses from the translation of subsidiary functional currency to the reporting currency.

         O.     Recently issued accounting pronouncements

                SFAS 141(R), "Business Combinations"
                In December 2007, the FASB issued SFAS 141(R), “Business Combinations” . This Statement will replace SFAS 141,
                “Business Combinations” (“SFAS 141(R)”). SFAS 141(R) retains the fundamental requirements of SFAS 141 with respect
                to the implementation of the acquisition method of accounting (“the purchase method”) for all business combinations and for
                the identification of the acquirer for each business combination. This Statement also establishes principles and requirements
                for how the acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities
                assumed, and any noncontrolling interest in the acquiree, how the acquirer recognizes and measures the goodwill acquired in
                a business combination and the disclosure requirements to enable users of the financial statements to evaluate the nature and
                financial effects of the business combination.

                SFAS 141(R) will apply prospectively to business combinations for which the acquisition date is on or after December 15,
                2008 (January 1, 2009 for the Group). Early adoption of SFAS 141(R) is prohibited. The Group has not yet evaluated this
                statement for the impact, if any, that it will have on the financial position and results of operations on the Group.

                SFAS 160, "Noncontrolling Interests in Consolidated Financial Statements"
                In December 2007, the FASB issued SFAS 160, “Noncontrolling Interests in Consolidated Financial Statements” (“SFAS
                160”). This Statement amends ARB 51 and establishes accounting and reporting standards for the noncontrolling (minority)
                interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS 160 clarifies that a noncontrolling interest in a
                subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial
                statements. SFAS 160 is effective for fiscal years beginning on or after December 15, 2008 (January 1, 2009 for the
                Group). Early adoption of SFAS 160 is prohibited. The Group has not yet determined the impact, if any, that SFAS 160 will
                have on its financial position and results of operations.




                                                                     F-14
                                        PIMI AGRO CLEANTECH, INC. AND ITS SUBSIDIARY
                                                 (A Development Stage Company)

                                NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (cont.)
                 (Information as at March 31, 2009 and for the three months ended March 31, 2009 and 2008 is unaudited)

NOTE 2       -     SIGNIFICANT ACCOUNTING POLICIES (cont.)
                  O.  Recently issued accounting pronouncements (cont.)

                        SFAS No. 162, "The Hierarchy of Generally Accepted Accounting Principles"

                        In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted Accounting Principles" ("SFAS
                        162"). SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles to be
                        used in the preparation of financial statements of nongovernmental entities that are presented in conformity with
                        generally accepted accounting principles in the United States (the GAAP hierarchy). SFAS 162 is effective sixty days
                        following the SEC's approval of PCAOB amendments to AU Section 411, "The Meaning of 'Present Fairly in
                        Conformity With Generally Accepted Accounting Principles'". The Group is currently adhere to the hierarchy of
                        GAAP as presented in SFAS 162, and the adoption is not expected to have a material impact on the financial position
                        and results of operations on the Group.

                        SFAS No. 165, “Subsequent Events”

                        In May 2009, the FASB issued SFAS No. 165, “Subsequent Events”. This statement establishes general standards of
                        accounting and disclosure of events that occur after the balance sheet date but before financial statements are issued or
                        are available to be issued. SFAS No. 165 is effective for interim or annual financial periods ending after June 15, 2009.
                        The Company does not expect the adoption of SFAS No. 165 to have any material impact on its consolidated results of
                        operations, financial positions and cash flows.

NOTE 3       -      OTHER CURRENT ASSETS
                                                                                                              US dollars
                                                                                             March 31,                December 31,
                                                                                               2009               2008             2007
                                                                                            (unaudited)                  (audited)
Prepaid expenses                                                                                 126,186              9,546          12,496
Government of Israel – including participation in research and development expenses               34,563             28,754          15,189
Advances to suppliers                                                                               5,619             8,302               -
                                                                                                 166,368             46,602          27,685

NOTE 4       -      PROPERTY AND EQUIPMENT, NET
                                                                                                              US dollars
                                                                                             March 31,                December 31,
                                                                                               2009               2008             2007
                                                                                            (unaudited)                  (audited)
Computers                                                                                          19,063            18,913          16,992
Furniture and office equipment                                                                     18,270            15,976            8,296
                                                                                                   37,333            34,889          25,288
Less – accumulated depreciation                                                                   (17,000 )         (16,609 )         (9,587 )
                                                                                                   20,333            18,280          15,701

                   In the three month periods ended March 31, 2009 and 2008, and for the years ended December 31, 2008, 2007 and 2006,
                   depreciation was US$ 1,985, US$ 1,635, US$ 7,325, US$ 5,766 and US$ 2,709, respectively, and additional equipment was
                   purchased in an amount of US$ 5,845, US$ 2,978, US$ 9,866, US$ 319 and US$ 19,027, respectively.


                                                                      F-15
                                          PIMI AGRO CLEANTECH, INC. AND ITS SUBSIDIARY
                                                   (A Development Stage Company)

                                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (cont.)
                  (Information as at March 31, 2009 and for the three months ended March 31, 2009 and 2008 is unaudited)



NOTE 5              -          ACCOUNTS PAYABLE
                   A.      Trade
                                                                                                               US dollars
                                                                                               March 31,                December 31,
                                                                                                 2009              2008             2007
                                                                                              (unaudited)                 (audited)
Open accounts                                                                                        50,811            14,344         11,983
Checks payable                                                                                       14,759            16,562          6,362
                                                                                                     65,570            30,906         18,345


                   B.      Other
                                                                                                       US dollars
                                                                                       March 31,                December 31,
                                                                                         2009              2008              2007
                                                                                      (unaudited)                 (audited)
Employees and related institutions                                                          40,942          100,368           149,881
Deferred revenue                                                                            12,575                  -               -
Accrued expenses                                                                           150,065            69,649           59,092
Other                                                                                         9,012                 -               -
                                                                                           212,594 (*)      170,017 (*)       208,973 (*)

(*)Related parties                                                                           100,851             112,563               56,550



NOTE 6        -           LINES OF CREDIT
                     As of March 31, 2009, the Company did not use any of its credit facilities with two Israeli banks. As of March 31, 2009, the
                     Company has an aggregated unutilized credit line of NIS 117,000 (US$ 27,937). See also Notes 13D and 13F.



NOTE 7        -          COMMITMENTS
                   A.     Pimi Israel is committed to pay royalties to the Chief Scientist of the Israeli Ministry of Industry, Trade and Labor on
                          the proceeds from sales of systems resulting from research and development projects in which the Office of the Chief
                          Scientist ("OCS") participates by way of grants. In the first 3 years of sales the Company shall pay 3% out of the sales
                          of the product which was developed under the research and development projects. In the fourth, fifth and sixth years of
                          sales, the Company shall pay 4% of such sales and from the seventh year onwards the Company shall pay 5% in the
                          first 3 years of sales up to 100% of the amount of grants received plus interest at LIBOR. Pimi Israel is entitled to the
                          grants only upon incurring research and development expenditure. There were no future performance obligations
                          related to the grants received from the OCS. As of March 31, 2009, the contingent liabilities with respect to grants
                          received from the OCS, subject to repayment under these royalty agreements on future sales is NIS 484,429
                          (US$ 115,671), not including interest.

                   B.      On December 31, 2008, the Company currently leases office space at Kibbutz Alonim. The Company currently pays
                           monthly rent of NIS 2,100 (US$ 501) plus VAT per month pursuant to a 12 month lease with an option to an additional
                           12 month period.




                                                                        F-16
                                    PIMI AGRO CLEANTECH, INC. AND ITS SUBSIDIARY
                                                 (A Development Stage Company)
                             NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (cont.)
              (Information as at March 31, 2009 and for the three months ended March 31, 2009 and 2008 is unaudited)



NOTE 7          -           COMMITMENTS (cont.)
               C.     On January 9, 2008, Pimi Israel signed a Consulting Agreement with the Center for Potato Research in a Warm
                      Climate Ltd. (the "Center") which is controlled by Pimi members of the Advisory board. Under the Agreement, Pimi
                      Israel is obligated to pay a consulting fee in an amount of NIS 10,000 (US$ 2,388) a month plus VAT against a tax
                      invoice to the Center. Following a capital raise by Pimi Israel, the monthly consultancy fee shall be NIS 12,000
                      (US$ 2,865) a month. The consultancy period is for three years commencing January 1, 2008 and may be extended.

               D.     Joint venture Agreement with Vegisafe

                      In January 2009, Pimi Israel entered in a Joint Venture Agreement ("JV") with Vegisafe LLC ("Vegisafe") a Limited
                      Liability Company registered in the US, and part of a group of companies engaged in consulting to mass-market
                      retailers and major supermarket chains in North America. The JV will market, sell and distribute Pimi Israel's Product
                      and Technology throughout the USA on an exclusive basis, and throughout Canada and Mexico on a non-exclusive
                      basis. Vegisafe shall seek Retailers and/or major Distributors in the US, who will recommend to its producer and/or
                      suppliers to produce and supply the Isopropyl (N-3 – Chlorophenyl) carbamate (CIPC) free potatoes or CIPC free
                      potato products. The exclusivity of the JV will be subject to fulfillment of certain milestones of annual sales. Pimi
                      Israel shall have 70% of the rights in the JV and Vegisafe will have 30% of the rights.


                      Vegisafe will invest in the JV an aggregate amount of US$250,000 which will be used to cover expenses reflected in a
                      budget prepared for the JV and approved by Vegisafe and Pimi Israel. Any additional investment in excess of the
                      US$250,000 shall be contributed by the parties to the JV upon the mutual consent of the parties taking into account the
                      JV's business and needs and will be transferred to the Joint Venture as follows: 70% by Pimi Israel and 30% by
                      Vegisafe.

         E.     Agreement with Omex

                In January 2009, Pimi Israel and Omex Agriculture Ltd. ("Omex"), a company which is active in supplying agricultural
                supplies to farmers in the UK, entered into an Exclusive Distribution Agreement, for a term of 5 years. Under this
                agreement, Omex undertook to market, sell, distribute and install systems and equipment required for the application of Pimi
                Israel's Product in the UK. In case Omex does not achieve minimum sales targets, then it might lose its Exclusive
                distribution or even lose the rights for distribution in the UK.




NOTE 8         -           SHARE CAPITAL
         A.   Description of the rights attached to the Shares in the Company

              Each share of common stock entitles the holder to one vote, either in person or by proxy, at meetings of shareholders. The
              holders are not permitted to vote their shares cumulatively. Accordingly, the shareholders of our common stock who hold, in
              the aggregate, more than fifty percent of the total voting rights can elect all of our directors and, in such event, the holders of
              the remaining minority shares will not be able to elect any of such directors. The vote of the holders of a majority of the issued
              and outstanding shares of common stock entitled to vote thereon is sufficient to authorize, affirm, ratify or consent to such act
              or action, except as otherwise provided by law.


                                                                     F-17
                                         PIMI AGRO CLEANTECH, INC. AND ITS SUBSIDIARY
                                                  (A Development Stage Company)

                              NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (cont.)
               (Information as at March 31, 2009 and for the three months ended March 31, 2009 and 2008 is unaudited)



NOTE 8           -          SHARE CAPITAL (cont.)
                B.     Stock-option plan of Pimi Israel

                       In January 2008, Pimi Israel‟s Board of Directors ( "Pimi Israel's Board ") approved a stock option plan for the grant,
                       without consideration (" Pimi Israel's plan "), of up to 623,547 options (" Pimi Israel's Options "), exercisable into
                       623,548 ordinary shares of NIS 0.01 par value of Pimi Israel to employees officers and directors of Pimi Israel. The
                       exercise price and vesting period for each grantee of Options will be determined by Pimi Israel's Board and specified in
                       such grantee's option agreement. The options will vest over a period of 1-16 quarters based on each grantee's option
                       agreements. Any option not exercised within 10 years after the date of grant thereof expires.

                       On the April 27, 2009, following the acquisition of Pimi Israel, the Company adopted the 2009 Share Incentive Plan
                       (the "2009 Share Incentive Plan"), pursuant to which the Company's Board of Directors is authorized to grant up to
                       3,000,000 options, exercisable into 3,000,000 shares of the Company. The purpose of the 2009 Share Incentive Plan is
                       to offer an incentive to employees, directors, officers, consultants, advisors, suppliers and any other person or entity
                       whose services are considered valuable to the Company, as well as to replace the Pimi Israel Plan.

                       Upon the adoption of the 2009 Share Incentive Plan, all options granted under the Pimi Israel Plan were replaced by
                       options subject to the 2009 Share Incentive Plan on a 1 for 1 basis (561,191 options were replaced).

                       As of December 31, 2008, 436,482 options out of Pimi Israel's plan have been granted to employees and 124,709
                       options to non-employees. As stated above, all such options were replaced to options of the Company and are subject
                       to the 2009 Share Incentive Plan. (See D. and E. below). See also Note 15D.

                       The non-cash compensation relating to options granted to employees and directors was US$ 14,772 during the three
                       month period ended March 31, 2009 and US$ 42,579 during the period ended December 31, 2008 (of which
                       US$ 10,195 and US$ 30,169 was charged to research and development expenses and US$ 4,577 and US$ 12,410 was
                       charged to general and administrative expenses, respectively).

                       The remaining amount of approximately US$ 47,174 for the three month period ended March 31, 2009 and
                       US$ 61,946 for the year ended December 31, 2008, will be charged to the statements of operations in future periods
                       over the vesting period (14 quarters).

                       The fair value of options granted under the plan was estimated at the date of grant using the Black-Scholes option
                       pricing model. The following are the data and assumptions used:


Dividend yield (%)                                                                                                                    0
Expected volatility (%) (*)                                                                                                          50
Risk free interest rate (%) (**)                                                                                                      3
Expected term of options (years) (***)                                                                                              5-7
Exercise price (US dollars)                                                                                                   0.01/0.72
Share price (US dollars)                                                                                                       0.2/0.72
Fair value (US dollars)                                                                                                       0.19-0.26

               (*)     Due to the fact that the Company was a nonpublic entity, the expected volatility was based on the historic volatility of
                       public companies which operate in the same industry sector (agricultural chemical industry).

               (**)    The risk free interest rate represents the risk free rate of US$ zero – coupon US Government Bonds.

               (***)    Due to the fact that the Company does not have historical exercise data, the expected term was determined based on
                        the "simplified method" in accordance with Staff Accounting Bulletin No. 110.
F-18
                                        PIMI AGRO CLEANTECH, INC. AND ITS SUBSIDIARY
                                                 (A Development Stage Company)


                              NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (cont.)
               (Information as at March 31, 2009 and for the three months ended March 31, 2009 and 2008 is unaudited)



NOTE 8            -          SHARE CAPITAL (cont.)
                 B.     Stock-option plan of Pimi Israel (cont.)
                        The following tables present a summary of the status of the grants to employees and directors as of March 31, 2009
                        and December 31, 2008:

                                                                                                                         Weighted
                                                                                                                          average
                                                                                                             Number    exercise price
Year ended December 31, (audited)                                                                                   2008

Balance outstanding at beginning of year                                                                              -                    -
  Granted                                                                                                       436,482                 0.33
  Exercised                                                                                                           -                    -
  Forfeited                                                                                                           -                    -
Balance outstanding at end of the year                                                                          436,482                 0.33

Balance exercisable at the end of the year                                                                       77,943                 0.01


                                                                                                                         Weighted
                                                                                                                          average
                                                                                                             Number    exercise price
Three month period ended March 31, (unaudited)                                                                      2009

Balance outstanding at beginning of the period                                                                  436,482                 0.33
  Granted                                                                                                             -                    -
  Exercised                                                                                                           -                    -
  Forfeited                                                                                                           -                    -
Balance outstanding at end of the period                                                                        436,482                 0.33

Balance exercisable at the end of the period                                                                    113,017                 0.11


                         The aggregate intrinsic value of the balances outstanding and exercisable as of March 31, 2009 and December 31,
                         2008 is US$ 432,117 and US$ 172,168, respectively. This amount represents the total intrinsic value, based on Pimi
                         Israel's stock price of US$ 1.32 and US$ 0.72 as of March 31, 2009 and December 31, 2008, respectively, less the
                         weighted exercise price. This represents the potential amount received by the option holders had all option holders
                         exercised their options as of that date.


                                                                    F-19
                                         PIMI AGRO CLEANTECH, INC. AND ITS SUBSIDIARY
                                                  (A Development Stage Company)

                               NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (cont.)
                (Information as at March 31, 2009 and for the three months ended March 31, 2009 and 2008 is unaudited)



NOTE 8      -      SHARE CAPITAL (cont.)
                 B.   Stock-option plan of Pimi Israel (cont.)
                      The following tables summarize information about options outstanding at March 31, 2009 and December 31, 2008:


                                                  Weighted average
    Range of                Outstanding at           remaining               Weighted average        Exercisable at       Weighted average
 exercise prices             March 31,             contractual life           exercise price          March 31,            exercise price
      US$                       2009                    years                                            2009

         0.01                        311,773                 8.92                    0.01                      97,429               0.01
                0.72                 124,709                 9.88                    0.72                      15,588               0.72
                                     436,482                                                                  113,017


                                                  Weighted average              Weighted                                      Weighted
    Range of                Outstanding at           remaining               average exercise       Exercisable at         average exercise
 exercise prices            December 31,           contractual life               price             December 31,                price
      US$                       2008                    years                                           2008

         0.01                        311,773                 8.92                    0.01                       77,943              0.01
         0.72                        124,709                 9.88                    0.72                            -                -
                                     436,482                                                                    77,943


                 C.     Investor's Options of Pimi Israel
                       1.    Exercise of Existing Option in Pimi Israel
                            During 2008, Pimi Israel issued 239,193 options with an exercise price of US$ 0.695 per option to several
                            investors, exercisable until June 2009 and issued 769,526 options with an average exercise price of US$ 0.695 per
                            option to several investors, exercisable until the end of February 2009.

                               During the months of January and February 2009, 201,972 options exercisable until February 2009 were exercised
                               into 201,972 Pimi Israel common shares for a total amount of US$145,000 at an average price of US$0.721 per
                               share. All such shares were replaced during the acquisition of Pimi Israel by the Company with shares of the
                               Company and the remaining 567,554 options exercisable until February 2009 expired. The 239,193 options
                               exercisable until June 2009 were replaced with 239,193 options exercisable into shares of the Company at the
                               same exercise price and contractual life. Until June 30, 2009, the options were not exercised and therefore
                               expired.

                       2.       Investments in Shares of Pimi Israel
                               On January 20, 2009 an investment agreement was entered into between Pimi Israel and Earthbound LLC a
                               Limited Liability Company registered in Delaware (" EB "). It was agreed that EB will invest the total sum of
                               US$300,000. The investment will be paid to Pimi Israel in tranches as follows: first tranche of US$60,000 will be
                               paid on March 15, 2009. The balance of US$240,000 will be paid in four installments as follows: US$60,000 on
                               June 15, 2009, US$90,000 on September 15, 2009 and US$90,000 on January 15, 2010. EB will receive the
                               allocated shares pro rata to the investment against each installment of the investment. At balance sheet date, EB
                               has invested the sum of US$60,000 and received 45,328 ordinary shares of Pimi Israel which were exchange to
                               45,328 common stock shares of the Company. See also Note 15B.


                                                                      F-20
                                        PIMI AGRO CLEANTECH, INC. AND ITS SUBSIDIARY
                                                 (A Development Stage Company)


                                NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (cont.)
                 (Information as at March 31, 2009 and for the three months ended March 31, 2009 and 2008 is unaudited)

NOTE 8       -     SHARE CAPITAL (cont.)
                  C.  Investor's Options of Pimi Israel (cont.)
                 2. Investments in Shares of Pimi Israel (cont.)

                         On May 3, 2009, the Company issued to Earthbound LLC a warrant for the purchase of 145,985 Common Stock
                         shares at the price of US$1.37 per share to be exercised until June 15, 2009. On June 7, 2009, this date was extended
                         to July 31, 2009. The warrant has been granted to EB as a further incentive to EB to increase their investment in the
                         Company and their involvement in its activities.

                  D.    In December 2008, a member of the Advisory Board received options under the Plan as part of the compensation for
                        his services. Pimi Israel has granted the advisor a total amount of 31,177 options to be vested over a period of 8
                        quarters, each quarter 3,897 shares, provided the advisor will provide Pimi Israel consulting services for a period of
                        2 years. The exercise price shall be $0.72 per share.

                         The non-cash compensation relating to options granted to the consultant was US$ 4,065 and US$ 475 during the
                         periods ended March 31, 2009 and December 31, 2008, respectively.

                         As of March 31, 2009 and December 31, 2008, the fair value of the options that are subject to future consulting
                         services is US$ 22,701 and US$ 12,358, respectively.

                  E.    In December 2008, a member of the Advisory Board received options under the Plan as part of the compensation for
                        his services. Pimi Israel has granted the advisor a total amount of 93,532 options to be vested over a period of 16
                        quarters, each quarter 5,846 options for shares, provided the advisor will provide Pimi Israel consulting services for a
                        period of 4 years. The exercise price shall be $0.72 per share.

                         The non-cash compensation relating to options granted to consultants was US$ 6,098 and US$ 713 during the periods
                         ended March 31, 2009 and December 31, 2008, respectively.

                         As of March 31, 2009 and December 31, 2008, the fair value of the options that are subject to future consulting
                         services is US$ 74,917 and US$ 3,570, respectively.

NOTE 9             -            RESEARCH AND DEVELOPMENT EXPENSES
                                                                US dollars
                                                                                                                                Cumulative
                                                                                                                               period from
                                                                                                                               January 14,
                                                                                                                               2004 (date of
                                                                                                                                 inception)
                                        Three month period ended                                                                    until
                                               March 31,                          Year ended December 31,                        March 31,
                                          2009            2008                2008          2007          2006                      2009
                                              (unaudited)                                (audited)                              (unaudited)
Salaries and related expenses                92,021          18,463            208,849       225,366       176,246                    787,692
Professional fees                            46,033          32,642            105,292         30,285       58,776                    304,500
Materials                                     9,096           5,055             84,762         37,580       81,139                    234,108
Depreciation                                  1,826           1,504              6,739          5,189        2,384                     16,357
Travel expenses                              24,435           4,957             52,959          8,210       34,507                    142,135
Vehicle maintenance                           9,438          22,994             55,424         76,677       58,720                    230,444
Office maintenance and other                  9,003             895             31,634         26,956       40,232                    119,941
                                            191,852          86,510            545,659       410,263       452,004                  1,835,177
Less:Grants from the OCS (*)                      -         (22,603 )                -              -            -                   (121,753 )
                     191,852   63,907      515,154   319,015   452,004   1,713,424


(*)   See Note 7A.


                                    F-21
                                NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (cont.)
                 (Information as at March 31, 2009 and for the three months ended March 31, 2009 and 2008 is unaudited)



NOTE 10            -        GENERAL AND ADMINISTRATIVE EXPENSES
                                                               US dollars
                                                                                                                                Cumulative
                                                                                                                               period from
                                                                                                                               January 14,
                                                                                                                               2004 (date of
                                                                                                                                 inception)
                                        Three month period ended                                                                    until
                                               March 31,                          Year ended December 31,                        March 31,
                                          2009            2008                2008          2007          2006                      2009
                                              (unaudited)                                (audited)                              (unaudited)
Salaries and related expenses                10,185         18,891              93,378       120,953       107,838                    332,353
Professional fees                            21,590          9,071              81,230         60,052       21,674                    198,724
Vehicle maintenance                               -              -                   -          2,349        2,225                        4,574
Depreciation                                    159            131                 586            577          325                        1,677
Office maintenance and other                    898              -              11,838          6,105       18,756                     39,024
                                             32,832         28,093             187,032       190,036       150,818                    576,352



NOTE 11       -   TAXES ON INCOME
            A. Measurement of results for tax purposes under the Income Tax (Inflationary Adjustments) Law, 1985 (the
                “Inflationary Adjustment Law”)

                  Until December 31, 2007, Pimi Israel reported for tax purposes in accordance with the provisions of the Inflationary
                  Adjustments Law, whereby taxable income is measured in NIS, adjusted for changes in the Israeli Consumer Price Index.

                  Results of operations for tax purposes are measured in terms of earnings in NIS after adjustments for changes in the Israeli
                  Consumer Price Index ("CPI"). Commencing January 1, 2008 this law is void and in its place there are transition provisions,
                  whereby the results of operations for tax purposes are to be measured on a nominal basis.

            B.    Reduction in corporate tax rates

                  On July 25, 2005, the Israeli Parliament passed an amendment to the Income Tax Ordinance (No. 147) – 2005, gradually
                  reducing the tax rate applicable to the Company (regarding profits not eligible for “approved enterprise” benefits mentioned
                  above) as follows: in 2006 – 31%, in 2007 – 29%, in 2008 – 27%, in 2009 – 26% and in 2010 and thereafter – 25%.

            C.    Tax assessments

                  The Company and Pimi Israel have not received final tax assessments since their inception.

            D.    Carryforward tax losses

                  As at March 31, 2009 and December 31, 2008, Pimi Israel has loss carry forward balances for income tax purposes of
                  US$ 1,986,133 and US$ 1,980,712, respectively, that are available to offset future taxable income, if any.


                                                                      F-22
                                        PIMI AGRO CLEANTECH, INC. AND ITS SUBSIDIARY
                                                 (A Development Stage Company)


                                NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (cont.)
                 (Information as at March 31, 2009 and for the three months ended March 31, 2009 and 2008 is unaudited)



NOTE 11      -      TAXES ON INCOME (cont.)
                  E.   The following is reconciliation between the theoretical tax on pre-tax income, at the applicable Company tax rate, and
                       the tax expense reported in the financial statements:

                                                                                            US dollars
                                                         Three month period ended
                                                                 March 31,                           Year ended December 31,
                                                           2009             2008                2008           2007               2006
                                                                (unaudited)                                 (audited)
Pretax loss                                                 (219,428 )        (90,451 )          (602,994 )     (495,045 )        (585,181 )
Federal tax rate                                                   15 %            15 %                15 %           15 %              15 %
Income tax computed at the ordinary tax rate                  32,914           13,568              90,449         74,257            87,777
Non-deductible expenses                                          (283 )          (316 )            (1,280 )       (1,200 )          (1,184 )
Stock-based compensation                                       (6,897 )             -             (11,817 )            -                 -
Tax in respect of differences in corporate tax rates          24,137           10,854              72,359         69,306            85,769
Losses and timing differences in respect of which no
    deferred taxes were generated                              (49,871 )        (24,106 )        (149,711 )      (142,363 )       (172,362 )
                                                                     -                -                 -               -                -


                  F.    Deferred taxes result principally from temporary differences in the recognition of certain revenue and expense items
                        for financial and income tax reporting purposes. Significant components of the Group's future tax assets are as
                        follows:

                                                                                            US dollars
                                                         Three month period ended
                                                                March 31,                              Year ended December 31,
                                                           2009            2008                 2008             2007             2006
                                                               (unaudited)                                    (audited)
Composition of deferred tax assets:
Provision for employee related obligation                       7,172             6,723             7,448          12,199                -
Stock-based compensation                                       18,021                 -            11,147               -                -
Non-capital loss carry forwards                               515,415           446,615           534,792         422,588          257,580
Valuation allowance                                          (540,608 )        (453,338 )        (553,387 )      (434,787 )       (257,580 )
                                                                    -                 -                 -               -                -




                                                                     F-23
                                         PIMI AGRO CLEANTECH, INC. AND ITS SUBSIDIARY
                                                  (A Development Stage Company)

                                NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (cont.)
                 (Information as at March 31, 2009 and for the three months ended March 31, 2009 and 2008 is unaudited)

NOTE 12            -        EARNINGS (LOSS) PER SHARE
                   The net income (loss) and the weighted average number of shares used in computing basic earnings (loss) per share for the
                   three month periods ended March 31, 2009 and 2008, and for the years ended December 31, 2008, 2007 and 2006, are as
                   follows:

                                                                                              US dollars
                                                           Three month period ended
                                                                  March 31,                              Year ended December 31,
                                                             2009            2008                 2008             2007              2006
                                                                 (unaudited)                                    (audited)
Net income (loss)used for the computation of basic
    loss per share generated from continuing
    operation                                                  (219,428 )         (90,451 )         (602,994 )      (495,045 )           585,181

Net income (loss)used for the computation of basic
    loss per share generated from discontinued
    operation                                                          -                 -                  -        153,592          (246,234 )

Net loss                                                       (219,428 )         (90,451 )         (602,994 )      (341,453 )        (831,415 )


                                                                                       Number of shares
                                                   Three month period ended March
                                                                 31,                                   Year ended December 31,
                                                        2009             2008                   2008            2007                 2006
                                                             (unaudited)                                      (audited)
Weighted average number of shares used in the
   computation of basic earnings per share    6,125,260              4,494,453          5,029,208           1,160,930          121,341


            (*)          The effect of the inclusion of options for the three month periods ended March 31, 2009 and 2008, and for the year
                         ended December 31, 2008 is anti-dilutive. In the years ended December 31, 2007 and 2006, there were no potential
                         shares outstanding.

NOTE 13      -      RELATED PARTIES
                  A.   On July 12, 2004, Nir Ecology Ltd. ("Nir", a shareholder of the Company), and Machteshim Chemical Works Ltd.
                       ("Machteshim") entered into an agreement (the "Assignment Agreement"), under which Machteshim transferred to
                       Pimi Israel, all of its rights in the know-how and/or information relating to the product known as MC-10, which is the
                       previous name of the Pimi Israel's product SpuDefender (the "Product"). In addition, Machteshim transferred to Pimi
                       Israel all the rights in the patents and/or patent requests and/or licenses and/or documents related to the Product. Under
                       the Assignment Agreement, Machteshim undertook to register, at its own expense, all the rights in the patent and/or
                       patent request, relating to the Product, in the countries set out in an appendix to Assignment Agreement. If
                       Machteshim does not register the patents, it was agreed that Machteshim will transfer all the required documents to
                       Nir, or any party on its behalf, and Nir, or any party on its behalf, shall carry out the registration. Under an agreement
                       dated, November 11, 2005 between Nir and Pimi Israel, Nir declared and confirmed that the know-how and patents
                       and patent application and/or licenses relating to the Product which were transferred to Pimi Israel from Machteshim
                       under the Assignment Agreement (the "Intellectual Property") belong exclusively to Pimi Israel except for the right of
                       use of the Intellectual Property for water treatment applications which was granted irrevocably and exclusively on a
                       world-wide basis to Nir or to its controlling shareholders (or any company in which Nir‟s controlling shareholders
                       have an interest). Nir undertook to sign all necessary documents for the completion of the assignment of the
                       Intellectual Property to Pimi Israel.
F-24
                                       PIMI AGRO CLEANTECH, INC. AND ITS SUBSIDIARY
                                                (A Development Stage Company)

                              NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (cont.)
               (Information as at March 31, 2009 and for the three months ended March 31, 2009 and 2008 is unaudited)



NOTE 13         RELATED PARTIES

          A.    (cont.)

                Nir has been engaged in treatment of Pimi Israel's patents and IP during the years 2006-2008 and has incurred expenses
                related to such services. During 2008, Pimi Israel has agreed to pay to Nir for these services and in reimbursement of the
                expenses incurred by it a sum of NIS 100,000 (US$ 23,878). In 2009, Pimi Israel paid NIS 41,585 (US$ 9,930), and will pay
                Nir the balance of NIS 58,415 (US$ 13,948) when Pimi Israel raises funds of at least US$ 1,000,000. The consolidated
                financial statements as of December 31, 2008 include a provision in the sum of US$ 26,300.

          B.    Nir is the agent of the State of Israel for raw materials utilized by Pimi Israel in the formulation of its products. During the
                development stage of its formulation, Pimi Israel imported to Israel the raw materials in order to formulate its
                products. Under an agreement dated November 11, 2005, Pimi Israel purchased from Nir such raw materials at cost plus a
                10% handling commission. Under this agreement, Pimi Israel paid to Nir as handling commission amounts of US$1,461, and
                US$1,699 in the years 2007 and 2006 respectively. Currently Pimi Israel does not produce the formulation in Israel, and does
                not expect to purchase such raw materials from Nir in the future.

          C.    Nir and Pimi Israel share the same office space in Kibbutz Alonim, Israel. The office space was rented together by Pimi
                Israel and Nir from Kibbutz Alonim under two separate lease agreements (see Note 7B). Nir provided office services to Pimi
                Israel and paid the insurance premiums for the offices. Pimi Israel paid Nir for these services and expenses (including IT,
                insurance, maintenance, office equipment and supplies "the services") amounts of US$6,031 and US$3,498 in the years 2007
                and 2006, respectively. As of 2009, Pimi Israel subleased to Nir 10 square meters of office space, for US$ 75 per month.

          D.    Mr. Nimrod Ben Yehuda and Mr. Eitan Shmueli (the controlling shareholder of Omdan Consulting and Instructions Ltd.
                ("Omdan")), have guaranteed to Bank Hapoalim a line of credit of NIS 60,000 (US$ 14,327) extended to Pimi Israel.

          E.    On April 1, 2005, Mr. Nimrod Ben Yehuda guaranteed on behalf of Pimi Israel, certain obligations of Pimi Israel under a
                lease agreement dated April 1, 2005 for Pimi Israel's offices with Kibbutz Alonim.

          F.    On December 12, 2007, Mr. Carmel guaranteed to Bank Leumi a line of credit of NIS 57,000 (US$ 13.610) extended to Pimi
                Israel

          G.    On November 27, 2006, Pimi Israel entered into an Employment Agreement with its CEO whereby from December 1, 2007,
                the CEO was entitled to a total consideration of NIS 30,000 (US$ 7,163) plus VAT per month. According to the amended
                employment agreement of October 29, 2008, the CEO is entitled to a total consideration of NIS 50,000 (US$ 11,939) plus
                VAT per month as from the month of October 2008. This consideration is paid against a VAT receipt and it covers all social
                benefits, car maintenance and cellular phone expenses of the CEO. The CEO undertook to make the payments for social
                security, the pension fund and any other social insurance and benefits. Pimi Israel paid the CEO the total amount of
                NIS 150,000 (US$ 36,989) in March 2009 (March 2008 – NIS 90,000 (US$ 25,321)) and NIS 437,400 (US$119,715) in 2008
                (2007 – NIS 30,000 (US$ 7,800)), as consideration under his employment agreement.

                In addition, the CEO is entitled to options under the Plan in the total amount of 311,773 options for 311,773 ordinary shares
                to be vested over 16 quarters starting in December 2007 with 19,486 shares vesting each quarter. The exercise price per each
                ordinary share is US$0.01.


                                                                     F-25
                                                 PIMI AGRO CLEANTECH, INC. AND ITS SUBSIDIARY
                                                          (A Development Stage Company)

                             NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (cont.)
              (Information as at March 31, 2009 and for the three months ended March 31, 2009 and 2008 is unaudited)



NOTE 13   -     RELATED PARTIES (cont.)
               H.  According to an agreement dated November 13, 2005 and its 2 addendum dated November 16, 2006 and of April
                   28,2009, Mr. Ben Yehuda was appointed as Pimi Israel's CTO. The CTO is entitled to a monthly gross salary of NIS
                   25,000 (US$5,969), plus executive insurance, education fund at the rate of 10% (7.5% contribution by Pimi Israel),
                   disability insurance at a rate not to exceed 2% with customary coverage, a fully paid rental car (including tax
                   assessment for private use), mobile phone expenses, a semi-annual bonus for sale targets (which were not met during
                   the reported periods).

                     The CTO received amounts of NIS 114,818 (US$ 28,313), NIS 133,174 (US$ 36,687), NIS 455,860 (US$119,900),
                     NIS 433,029 (US$112,592) and NIS 402,596 (US$95,289) as salaries and social benefits in the three month periods
                     ended March 31, 2009 and 2008 and for the years ended December 31, 2008, 2007 and 2006, respectively.

               I.    Pimi Israel entered into a Personal Service Agreement in November 2008 with Mr. Avi Lifshitz, CPA (Isr.)
                     (hereinafter: the “CFO”). The CFO and Adwise Ltd. ("Adwise"), a company under the control of the CFO, are entitled
                     to a total consideration of NIS 10,000 (US$2,630) plus VAT per month as from October 2008. According to the
                     service agreement, until the date on which Pimi Israel raises capital from external investors in an amount exceeding
                     US$1,000,000, Pimi Israel shall pay the CFO and Adwise, on account of the consideration, and the remaining amount
                     of NIS 5,000 (US$1,315) plus VAT, shall accrue to the credit of the CFO and Adwise and shall be paid to them after
                     the aforementioned influx of capital. Pimi Israel paid the CFO and Adwise the total amount of NIS 30,000
                     (US$ 7,398) for the three month periods ended March 31, 2009 and NIS 30,000 (US$7,891), in 2008 as consideration
                     under the Personal Service Agreement.

                     In addition the CFO is entitled to options under the Plan under which he will be entitled to 62,355 options for 62,355
                     company shares to be vested over 16 quarters as of October 1, 2008, with 3,897 shares vesting each quarter. The
                     exercise price per ordinary share is US$0.72.

               J.    Legal Services

                     The law firm of Sadot & Co., in which Mr. Eitan Shmueli (a controlling shareholder of Omdan), is a partner, has a
                     retainer agreement with Pimi Israel and has received legal fees from Pimi Israel in amounts of NIS 30,000
                     (US$ 7,398), NIS 30,000 (US$ 8,264), NIS 91,142 (US$24,731), NIS 121,188 (US$29,500) and NIS 74,859
                     (US$16,798) in the three month periods ended March 31, 2009 and 2008 and in the years 2008, 2007 and 2006,
                     respectively.


NOTE 14   -     DISCONTINUED OPERATIONS
               A.  On April 30, 2007, Pimi Israel completed the sale of its entire shareholding in Optiguide Humidity Control Ltd.
                   (hereinafter: "Optiguide") Optiguide was engaged in development, assembly and marketing of humidity control, and it
                   was acquired by Pimi Israel during December 2005 for no consideration. Optiguide met the definition of a component
                   under SFAS 144. Accordingly, the results of operations of Optiguide have been classified as discontinued operations
                   in the statements of operations and prior period results have been reclassified accordingly.

                     As a result of this sale, Pimi Israel recognized during fiscal year 2007, a capital gain in an amount of US$245,574.




                                                                   F-26
                                          PIMI AGRO CLEANTECH, INC. AND ITS SUBSIDIARY
                                                   (A Development Stage Company)

                                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (cont.)
                  (Information as at March 31, 2009 and for the three months ended March 31, 2009 and 2008 is unaudited)



NOTE 14      -      DISCONTINUED OPERATIONS (cont.)
                   B.   The following are the results of discontinued operations

                                                                                   US dollars
                                                                                                                                Cumulative
                                                                                                                               period from
                                                                                                                               January 14,
                                                                                                                               2004 (date of
                                                                                                                                 inception)
                                         Three month period ended                                                              until March
                                                March 31,                             Year ended December 31,                        31,
                                           2009            2008                2008             2007          2006                  2009
                                               (unaudited)                                   (audited)                          (unaudited)
Revenues                                          -                    -                 -        124,434      505,219                 629,653
Cost of sales                                     -                    -                 -       (119,044 )   (286,872 )              (405,916 )
  Gross profit                                    -                    -                 -          5,390      218,347                 223,737
Marketing expenses                                -                    -                 -        (42,962 )   (223,778 )              (266,740 )
General and administrative
    expenses                                         -                 -                 -        (52,993 )       (240,075 )         (280,760 )
  Operating loss                                     -                 -                 -        (90,565 )       (245,506 )         (323,763 )
Financing income, net                                -                 -                 -         (1,417 )           (728 )           (2,145 )
                                                     -                 -                 -        (91,982 )       (246,234 )          325,908
Capital gain on disposal                             -                 -                 -        245,574                -            245,574
  Net loss                                           -                 -                 -        153,592         (246,234 )          (80,334 )



NOTE 15       -      SUBSEQUENT EVENTS
                   A.   In April 2009, the Company issued under Regulation S Stock Purchase Agreement dated June 4, 2009 – 4,059
                        Common Stock shares at $0.01 each, to an Israeli company against payment of US$ 5,561 ($1.37 per 1 Common Stock
                        share) which was received by the Company.

                   B.      On June 15, 2009, the Company issued to Earthbound LLC (Parent Company of Vegisafe), under the Term Sheet dated
                           January 20, 2009, with Pimi Israel, 45,328 Common Stock shares at $0.01 each against payment of US$60,000 ($1.325
                           per 1 Common Stock share) which was received by the Company.

                   C.      On June 15, 2009 the Company issued under Regulation S Stock Purchase Agreement dated June 4, 2009 – 20,000
                           Common Stock shares at $0.01 each to Mr. Youval Nachum, an Israeli citizen, against payment of US$27,000 ($1.35
                           per 1 Common Stock share) which was received by the Company.

                   D.      On June 15, 2009 the Company issued under Regulation S Stock Purchase Agreement dated June 4, 2009 – 20,000
                           Common Stock shares at $0.01 each to Mr. Ehud Nachum, an Israeli citizen, against payment of US$27,000 ($1.35 per
                           1 Common Stock share) which was received by the Company.

                   E.      On June 15, 2009, the Company's board resolved to grant to its Director, Mr. Rami Treger, 31,177 options for purchase
                           of the Company's Common Stock shares under the Corporation Share Incentive Plan of 2009 for an exercise price of
                           $1.37. The vesting period is 8 quarters, commencing on July 1, 2009.



                                                 =============================
                                   The accompanying notes are an integral part of the financial statements.
                                                           ===============
F-27
                                                                    PART II

                                          INFORMATION NOT REQUIRED IN PROSPECTUS

Item 24. Indemnification of Directors and Officers

Our Certificate of Incorporation provides to the fullest extent permitted by Section 145 of the General Corporation Law of the State of
Delaware that our directors or officers shall not be personally liable to us or our shareholders for damages for breach of such director's or
officer's fiduciary duty. The effect of this provision of our Certificate of Incorporation is to eliminate our rights and our shareholders (through
shareholders' derivative suits on behalf of our company) to recover damages against a director or officer for breach of the fiduciary duty of care
as a director or officer (including breaches resulting from negligent or grossly negligent behavior), except under certain situations defined by
statute. We believe that the indemnification provisions in our Articles of Incorporation are necessary to attract and retain qualified persons as
directors and officers.

Our By Laws also provide that the Board of Directors may also authorize us to indemnify our employees or agents, and to advance the
reasonable expenses of such persons, to the same extent, following the same determinations and upon the same conditions as are required for
the indemnification of and advancement of expenses to our directors and officers. As of the date of this Registration Statement, the Board of
Directors has not extended indemnification rights to persons other than directors and officers.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling
us pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.

Item 25. Other Expenses of Issuance and Distribution

The following table sets forth an itemization of all estimated expenses, all of which we will pay, in connection with the issuance and
distribution of the securities being registered:


Nature of Expense                                                                                                                    Amount
SEC registration fee                                                                                                             $        30.56
Accounting fees and expenses                                                                                                     $       80,000
Legal fees and expenses                                                                                                          $      200,000

   TOTAL *                                                                                                                       $      280,030

* Estimated

Item 26. Recent Sales of Unregistered Securities

On April 27, 2009, we purchased all the issued and outstanding shares of Pimi Israel from Pimi Israel‟s shareholders in consideration for
6,313,589 shares of our Common Stock (the “ Exchange Agreement"). As a result, Pimi Israel became a wholly-owned subsidiary of the
Company. The shares owned by the Shareholders, who are all Israeli residents, were issued pursuant to Section 104B of the Israeli Tax
Ordinance (the “Tax Ordinance”). Pursuant to the Tax Ordinance, the shares were issued to and in the name of a trustee appointed by the
Company (the “Trustee”). Moreover, the shares (and all related rights) shall be held by the Trustee in trust for the Shareholders who are Israeli
residents for a period of 24 months following the granting of the Shares (the “Restricted Period”), during which period the Israeli residents
shall be entitled to sell a collective aggregate amount of 10% of their shares (i.e. 328,380 shares). The Israeli resident's shareholders may
privately agree that any of them may be able sell more than 10% of their shares, provided the other shareholders agree to sell less than 10% of
their shares. Accordingly, the total amount of the shares sold by the Israeli resident's shareholders during the Restricted Period shall not exceed
10% of the aggregate shares held by these shareholders. The Israeli resident's shareholders have agreed that the Israeli resident's shareholders
listed on the Selling Shareholders table herein may sell the number of shares included in this Prospectus.

Pimi Israel‟s 2008 Shares Option Plan (the "Pimi Israel Plan") was established as an incentive to retain Pimi's board of directors, employees
and consultants whose services are considered valuable. Subject to adjustments as provided in the Pimi Israel Plan, a total of 623,547 Ordinary
Shares NIS 0.01 for each share of Pimi Israel (the “Shares”) were subject to the Pimi Israel Plan. As a result of Pimi‟s acquisition of Pimi Israel
on April 27, 2009, the 561,191 options granted under the Pimi Israel Plan were exchanged for 561,191 options of Pimi pursuant to the 2009
Pimi Share Incentive Plan.

On June 15, 2009 we issued shares of Common Stock to several investors:
 issued 45,328 shares of Common Stock shares $0.01 each to Earthbound LLC, under the Term Sheet dated January 20, 2009, by and
  We
  between Pimi and Earthbound LLC, in consideration for payment of $60,000 US Dollars ($1.325 per 1 Common stock share) which were
  received by the Company.
 issued to Mr. Youval Nahum, an Israeli citizen, pursuant to a Stock Purchase Agreement dated June 4, 2009, 20,000 shares of
  We
  Common stock shares $0.01 each in consideration for payment of $27,000 US Dollars ($1.35 per 1 Common stock share) which were
  received by the Company. The issuance of these shares were made pursuant to Regulation S of the Securities Act.
 issued to Mr. Ehud Nahum, an Israeli citizen, pursuant to a Stock Purchase Agreement dated June 4, 2009, 20,000 shares of Common
  We
  stock shares $0.01 each in consideration for payment of $27,000 US Dollars ($1.35 per 1 Common Stock share) which were received by
  the Company. The issuance of these shares were made pursuant to Regulation S of the Securities Act


* Unless otherwise stated above, all of the above offerings and sales were deemed to be exempt under rule 506 of Regulation D and Section
4(2) of the securities Act of 1933, as amended. No advertising or general solicitation was employed in offering the securities. The offerings
and sales were made to a limited number of persons, all of whom were accredited investors, business associates of Pimi or executive officers
of Pimi, and transfer was restricted by Pimi in accordance with the requirements of the Securities Act of 1933. In addition to representations
by     the    above-referenced       persons, we have made independent determinations above-referenced persons      were     accredited     or
sophisticated investors, and that they were capable of analyzing the merits and risks of their investment, and that they understood the
speculative nature of their investment.




                                                                     48
Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

Item 27. Exhibits

Exhibit
Number              Description
3.1                 Articles of Incorporation of Pimi Agro Cleantech Ltd. (incorporated by reference to the Company‟s registration on Form
                    S-1 filed with the Securities and Exchange Commission on May 5, 2009)

3.2                 Change of Name Certificate of Pimi Agro Cleantech Ltd. (incorporated by reference to the Company‟s registration on
                    Form S-1 filed with the Securities and Exchange Commission on May 5, 2009)

3.3                 Certificate of Incorporation of Pimi Agro Cleantech, Inc. (incorporated by reference to the Company‟s registration on
                    Form S-1 filed with the Securities and Exchange Commission on May 5, 2009)

3.4                 By-laws of Pimi Agro Cleantech Ltd. (incorporated by reference to the Company‟s registration on Form S-1 filed with
                    the Securities and Exchange Commission on May 5, 2009)

5.1                 Legality Opinion of Sichenzia Ross Friedman Ference LLP. (Filed herewith)

10.1                Employment Agreement by and between Mr. Youval Saly and Pimi Agro Cleantech Ltd. dated November 27, 2006.
                    (Filed herewith)

10.2                Addendum to the Employment Agreement with Mr. Youval Saly dated October 29, 2008. (Filed herewith)

10.3                Employment Agreement with Mr. Nimrod Ben Yehuda dated November 13, 2005. (Filed herewith)

10.4                Addendum to the Employment Agreement with Mr. Nimrod Ben Yehuda dated November 15, 2006 (Filed herewith)

10.5                Addendum to the Employment agreement with Mr. Nimrod Ben Yehuda dated April 28, 2009. (Filed herewith)

10.6                Agreement with Prof. Ilan Chet dated January 6, 2009 . (Filed herewith)

10.7                Employment Agreement by and between Mr. Avi Levi and Pimi Agro Cleantech Ltd. dated August 31, 2005. (Filed
                    herewith)

10.8                Employment Agreement by and between Mr. Avi Lifshitz and Pimi Agro Cleantech Ltd. dated November 19, 2008
                    (Filed herewith)

10.9                Pimi Agro Cleantech Ltd. 2008 Share Option Plan and option Agreements with: Mr. Youval Saly, Mr. Avi Lifshitz, Mr.
                    Avi Levi, Mr. Doron Shorrer, Prof. Avi Nachmias, Prof. Ilan Chet . (Filed herewith)

10.10               Agreement between Machteshim Chemical Works Ltd. and Nir Ecology Ltd. dated July 12, 2004. (Filed herewith)

10.11               Agreement between Nir Ecology Ltd. and Pimi Agro Cleantech Ltd both dated November 11, 2005. (Filed herewith)

10.12               Agreement between Nir Ecology Ltd. and Pimi Agro Cleantech Ltd both dated November 11, 2005. (Filed herewith)

10.13               Investment Agreement between Mr. Ben Yehuda, Omdan Consulting and Instruction Ltd., Mr. Carmel and JNS
                    Capital LLC dated November 13, 2005. (Filed herewith)

10.14               Addendum to the Investment Agreement between Mr. Ben Yehuda, Omdan Consulting and Instruction Ltd., Mr.
                    Carmel and JNS Capital LLC dated November 15, 2006 (Filed herewith)

10.15               Overseas Market Development Consultancy Agreement by and between Pimi Agro Cleantech Ltd. and The Center for
                    Potato Research in a Warm Climate dated January 9, 2008. (Filed herewith)
10.16   MOU between Pimi Agro Cleantech LTD. and Omnivent Techniek BV dated May 19, 2008. (Filed herewith)

10.17   Agreement for Services by and between Wagner Regulatory Associates, Inc. Pimi Agro Cleantech Ltd. dated September
        21, 2008 (Filed herewith)

10.18   Tenancy Agreement between Kibbuts Alonim and Pimi Agro Cleantech Ltd dated December 30, 2008. (Filed herewith)

10.19   Agreement between Redebel S.A. and Pimi Cleantech Ltd. (Registration Assistance Agreement) dated December 23,
        2008. (Filed herewith)

10.20   Agreement by and between Omex Agriculture Ltd. and Pimi Agro Cleantech Ltd. dated January 11, 2009. (Filed
        herewith)

10.21   Letter of Intent Agreement by and between Vegiesafe LLC and Pimi Agro Cleantech Ltd. dated January 20, 2009 .
        (Filed herewith)

10.22   Term Sheet with Earthbound LLC dated January 20, 2009. (Filed herewith)

10.23   Voting Agreement between Alon Carmel, Omdan Consulting, and Instruction Ltd and Nir Ecology dated February 24,
        2009. (Filed herewith)

10.24   Addendum to the Voting Agreement of February 24, 2009 dated April 23, 2009. (Filed herewith)

10.25   Share Exchange Agreement between Pimi Agro Cleantech Inc., Pimi Agro Cleantech Ltd. and the Shareholders of Pimi
        Agro Cleantech Ltd., dated April 27, 2009. (Filed herewith)

10.26   Pimi Agro Cleantech, Inc. 2009 Stock Incentive Plan. (Filed herewith)

10.27   Warrant issued by Pimi Agro Cleantech, Inc. to Earthbound LLC dated May 3, 2009. (Filed herewith)


10.28   Amendment to Warrant issued by Pimi Agro Cleantech, Inc. to Earthbound LLC dated June 7, 2009. (Filed herewith)

10.29   Stock Purchase Agreement by and between Pimi Agro Cleantech, Inc. and Ehud Nahum dated June 4, 2009 (Filed
        herewith)

10.30   Stock Purchase Agreement by and between Pimi Agro Cleantech, Inc. and Yuval Nahum dated June 4, 2009 (Filed
        herewith)

21.1    List of subsidiaries of the Company. (incorporated by reference to the Company‟s registration on Form S-1 filed with the
        Securities and Exchange Commission on May 5, 2009)

23.1    Consent of Fahn Kanne & Co .(filed herewith)

23.2    Consent of Sichenzia Ross Friedman Ference LLP (included in Exhibit 5.1) (filed herewith).

99.1    Approval of Office of the Chief Scientist, Ministry of Industry, Trade and Labor, State of Israel, dated April 11, 2007.
        (filed herewith)

99.2    Approval of Office of the Chief Scientist, Ministry of Industry, Trade and Labor, State of Israel, dated November 12,
        2007. (incorporated by reference to the Company‟s registration on Form S-1 filed with the Securities and Exchange
        Commission on May 5, 2009)



                                                          49
Item 28. Undertakings

The undersigned Registrant hereby undertakes to:

(1) File, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to:

(i) Include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities Act") arising after the
effective date of the registration statement (or the most recent post-effective amendment thereof);

(ii) Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the
registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of the
securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act if, in the
aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration statement; and

(iii) Include any additional or changed material information on the plan of distribution.

(2) For determining liability under the Securities Act, treat each post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona fide offering.

(3) File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a
director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.


Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements
relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A , shall be deemed to be part of and included in the registration
statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus
that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement
or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or
modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such
document immediately prior to such date of first use.

                                                                         50
                                                                 SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements of filing on Form S-1 and authorized this registration statement to be signed on its behalf by the undersigned, in Kibbutz
Alonim, Hutzot Alonim, Israel on July 2, 2009.

                                                                       PIMI CORPORATION

July 2, 2009                                                           By:      /s/ Youval Saly
                                                                                Youval Saly
                                                                                Chief Executive Officer
                                                                                (Principal Executive Officer)

July 2, 2009                                                           By:      /s/ Avi Lifshitz
                                                                                Avi Lifshitz
                                                                                Chief Financial Officer
                                                                                (Principal Financial Officer and Principal
                                                                                Accounting Officer)


                                                           POWER OF ATTORNEY


In accordance with the requirements of the Securities Act, this Registration Statement has been signed below by the following persons on
behalf of the Company in the capacities and on the dates indicated.

                   Signature                                                 Title                                               Date


/s/ Youval Saly                                   Chief Executive Officer                                                    July 2, 2009
Youval Saly                                       (Principal Executive Officer)

/s/ Avi Lifshitz                                  Chief Financial Officer                                                    July 2, 2009
Avi Lifshitz                                      (Principal Financial Officer and Principal Accounting
                                                  Officer)

/s/ *                                             Chairman of the Board                                                      July 2, 2009
Alon Carmel

/s/ *                                             Chief Technology Officer, Director                                          July 2, 2009
Nimrod Ben-Yehuda

/s/ *                                             Director                                                                   July 2, 2009
Doron Shorrer

/s/*                                              Director                                                                   July 2, 2009
Rami Treger

* By: /s/ Youval Saly
Youval Saly
Attorney-in-Fact




                                                                        51
                                                                                                                                   Exhibit 5.1

                                                 Sichenzia Ross Friedman Ference LLP
                                            61 BROADWAY, 32 nd FL. NEW YORK NY 10007
                                                 TEL 212 930 9700 FAX 212 930 9725




July 2, 2009
VIA ELECTRONIC TRANSMISSION

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549



         RE:       Pimi Agro Cleantech Ltd.
                  Amendment to Form S-1 Registration Statement
                  File No. 333-158986



Ladies and Gentlemen:

We refer to the above-captioned registration statement on Form S-1/A (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Act"), filed by Pimi Agro Cleantech Inc., a Delaware corporation (the "Company"), with the Securities and Exchange
Commission in connection with the registration of up to 405,703 shares of the Company's common stock.

We have examined the originals, photocopies, certified copies or other evidence of such records of the Company, certificates of officers of the
Company and public officials, and other documents as we have deemed relevant and necessary as a basis for the opinion hereinafter
expressed. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as
certified copies or photocopies and the authenticity of the originals of such latter documents.

Based on our examination mentioned above, we are of the opinion that the securities being sold pursuant to the Registration Statement are duly
authorized, legally and validly issued and outstanding, fully paid and non-assessable under the laws of the State of Delaware, including
statutory provisions, all applicable provisions under the Delaware state constitution, and reported judicial decisions interpreting those laws.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to our firm under "Legal
Matters" in the related Prospectus. In giving the foregoing consent, we do not hereby admit that we are in the category of persons whose
consent is required under Section 7 of the Act, or the rules and regulations of the Securities and Exchange Commission.



                                                                  By:   /s/ SICHENZIA ROSS FRIEDMAN FERENCE LLP
                                                                        SICHENZIA ROSS FRIEDMAN FERENCE LLP
Exhibit 10.1



                                                         PERSONAL CONTRACT OF EMPLOYMENT

                                                         Made and signed on the 27th day of November 2006


BETWEEN:           PIMI MARION HOLDINGS LTD, PC 513497123

                        of POB 117, Hotzot Alonim 30049

                        (hereinafter referred to as “the Company” )

                                                                                                                                 of the one part

AND:              YUVAL SELAI, ID 54960158

                        of 2A Hashomrim, Kiriat Tivon 36034

                        (hereinafter referred to as “the Employee” )

                                                                                                                               of the other part

WHEREAS                                    the Company wishes to engage the Employee as its CEO (hereinafter referred to as “the position”
                                           ), in accordance with the terms and conditions hereof;

AND WHEREAS                                the Employee wishes to be engaged by the Company in the position, and has presented himself as
                                           having the know-how, ability, experience and qualifications suitable for performing the position;

AND WHEREAS                                the parties wish to define and regulate their legal relationship, as provided above and below in this
                                           agreement;


                        ACCORDINGLY, IT IS AGREED BETWEEN THE PARTIES AS FOLLOWS :


1.      General

        1.1       The recitals and appendices to this agreement constitute an integral part thereof.

        1.2       This contract is personal and special and regulates the relationship between the Company and the Employee and
                  exclusively determines the terms and conditions of the Employee‟s engagement by the Company.

        1.3       The Employee shall devote all his energy and expertise to promoting the Company‟s interests in the scope of his work,
                  and shall represent it loyally, reliably, with maximum effort and honestly, putting his ability and qualifications to
                  maximum use and in accordance with his position and the instructions given to him and the assignments with which he is
                  charged from time to time, by the Company‟s board of directors, and subject to the framework and scope of the position
                  agreed upon between the parties.

        1.4       The Employee undertakes to perform his position conscientiously and loyally [and] to use all his qualifications,
                  knowledge and experience for the Company‟s benefit and advancement, to a high and efficient standard and as determined
                  by the Company‟s board of directors. The Employee shall be subordinate to the Company‟s board of directors.

        1.5       The Employee shall notify the Company, immediately and without delay, of any matter or subject in which he and/or any
                  of his family members and/or relatives and/or close associates and/or any entity and/or person related to him has a
                  personal interest and/or that might create a conflict of interests with his position in the Company and/or with the
                  Company‟s activity.

        1.6       The Employee shall not accept a benefit from any third party in consequence of and/or in connection with his work for the
                  Company, unless the Company‟s board of directors has agreed thereto in writing.
1
2.   The scope and period of the employment

     2.1       The Employee‟s engagement by the Company shall commence on 1st December 2007.

     2.2       Each party may bring the contractual relationship pursuant hereto to an end on written notice of 60 days until the
               Company raises capital from external investors and from such time on, written notice of 90 days (hereinafter referred to as
               “the notice” ). Subject to the provisions of clause 2.3 below, the Employee shall be entitled, during the notice period, to
               all the terms pursuant to the agreement.

     2.3       Once notice has been given as aforesaid by one of the parties, this agreement shall terminate at the end of the period of
               time specified in sub-clause 2.2 above, the employment relationship between the parties shall be severed on the date
               specified in the notice and the following provisions shall apply:

              2.3.1         the Employee shall work during the notice period and shall continue to perform all his obligations to the
                            Company, unless the Company instructs him otherwise;

              2.3.2         the Employee shall hand over the position in an orderly manner to whomever the Company directs;

              2.3.3         the Employee shall give the Company all the documents, equipment, information and any other material
                            coming into his possession or prepared by him in connection with his work until the employment‟s
                            termination.

     2.4       The Employee shall work for the Company full-time as of the date on which the Company raises capital from external
               investors.

3.   Salary and other payments

     3.1       In respect of his employment in accordance with clause 2.4 above, the Company shall pay the Employee a salary of
               NIS 30,000 a month plus VAT, against a tax invoice that shall be issued by the Employee (hereinafter referred to as “the
               consideration” ).

     3.2       The consideration shall be paid to the Employee once a month, by no later than the 10th day of each Gregorian month, for
               the previous month.

     3.3       Notwithstanding the provisions of clause 3.1 above, until the date on which the Company raises capital from an external
               investor, the Company shall pay the Employee, from the consideration, a sum of NIS 15,000 together with VAT, and the
               balance of the consideration shall accrue to the credit of the Employee and shall be paid to him after the raising of capital
               as aforesaid. After the raising of capital, the Company and the Employee shall agree on a salary increase, provided that the
               Employee, as the Company‟s CEO, presents a business plan to the board of directors showing that it will be possible to
               pay him the increased salary.

     3.4       In the event that, prior to the raising of capital mentioned in sub-clause 3.3 above, the Company faces a cash flow problem
               or other budgetary difficulties, the parties agree that the Company‟s board of directors shall have exclusive authority to
               decide that instead of NIS 15,000 plus VAT, the Employee shall be paid NIS 10,000 plus VAT, and the balance of the
               consideration shall accrue to his credit as set forth in sub-clause 3.3 above.

     3.5       It is agreed and warranted that the above consideration is the full consideration for the Employee‟s engagement and is in
               the amount of the employer‟s cost gross and embodies all the social and/or other benefits due to the Employee as an
               employee of the Company, including – and without derogating from the generality of the aforesaid – provisions for
               executive insurances, provisions for severance pay in accordance with section 28 of the Severance Pay Law, 5723-1963,
               provisions for pension funds and vocational studies funds, convalescence pay, sick leave pay, leave pay, redemption of
               sick pay, redemption of leave pay and any other consideration due to the Employee pursuant to the law. The consideration
               shall be revised in accordance with the increase in the convalescence pay tariffs pursuant to the provisions of the extension
               order.



                                                                  2
     3.6       The Employee shall himself deduct from the consideration all the deductions required pursuant to the law, including
               national insurance, income tax and employer-employee provisions in respect of social benefits, such as leave pay, sick
               pay, convalescence pay, severance pay and the like. The parties agree that the Employee shall not have any plea against
               the Company regarding any additional salary due to him in respect of his work, besides the consideration.

     3.7       It is agreed that the consideration payable to the Employee pursuant hereto also includes all the amounts due to the
               Employee in respect of overtime or work on days of rest and if the Employee did not work overtime, the consideration to
               which he would be entitled would be 25% less than the consideration he is actually receiving. If, notwithstanding the
               aforesaid, the Company is called upon to pay, by reason of a claim of the Employee, additional consideration in respect of
               overtime and/or work on days of rest, the Employee undertakes to repay the additional consideration he receives in the
               amount of 25% of his salary as aforesaid. For the avoidance of doubt, the Employee hereby grants the Company
               permission to set off, from any consideration due to him from the Company, the additional consideration as aforesaid.

     3.8       It is hereby expressed and agreed that the consideration has been determined having regard to the fact that the total
               consideration embodies all the salary elements due to the Employee for his work and that the Company shall not have any
               additional costs in respect of his employment and/or the termination thereof, including, and without derogating from the
               generality of the aforesaid, various social terms, severance pay and any wage to which the Employee is entitled or it is
               determined that he is entitled thereto. If, notwithstanding the aforesaid, the Company is called upon to pay, by reason of a
               claim of the Employee, any additional consideration in respect of a deduction pursuant to the law, including national
               insurance, income tax and employer-employee provisions in respect of social benefits, such as leave pay, sick pay,
               convalescence pay, severance pay and the like, the Employee undertakes to repay the additional consideration received by
               him to the Company, in the amount of 35% of his salary as aforesaid. For the avoidance of doubt, the Employee hereby
               grants the Company permission to set off, from any consideration due to him from the Company, the additional
               consideration as aforesaid.

               3.9

     3.10      The aforesaid is subject to receipt of the approvals of the Minister of Labour or anyone authorized by him, in accordance
               with section 28 of the Severance Pay Law, 5723-1963, pursuant whereto the Employee‟s overall regular salary also
               includes the severance pay due to him as an employee of the Company.

     3.11      The Company shall bear the Employee‟s expenses in respect of traveling abroad on its behalf, as follows: tourist class
               flight tickets, accommodation at a non-luxury hotel, traveling during the stay abroad and routine expenses in an amount of
               up to US$ 80 a day. The trips abroad shall be coordinated and approved in advance with the Company‟s management.

4.   Options

     4.1       The Employee shall be entitled, in the framework of a plan to issue options of the Company to its employees, to ordinary
               shares of the Company constituting approx. 1% of the capital, for each full year in which he works for the Company.

     4.2       For part of a year‟s work, the Employee shall be granted options pro rata.

     4.3       The shares‟ exercise price shall be NIS 0.01 per share.

     4.4       A clause shall be inserted in the options plan in respect of tagging alone in the event of a sale.

5.   Confidentiality

     5.1       The Employee undertakes to keep absolutely confidential, not to convey to any third party and not to publish or
               howsoever use, himself or through others, directly or indirectly, any information, plan, material, theoretical, scientific or
               practical document, whether written or oral, in relation to or in connection with any matter coming into his possession
               and/or reaching his knowledge in respect and/or in consequence of his work in and/or for the Company, during the course
               of his employment with the Company or thereafter, save with the express, prior and written consent of the Company.

     5.2       During the term of his employment and thereafter, the Employee undertakes not to convey and/or howsoever use
               information of the Company or information coming into his possession in the scope of his employment with the Company
               and/or in connection with the Company that is not in the public domain, to maintain confidentiality in respect of
               everything to do with the Company‟s business and affairs and not to howsoever prejudice the Company‟s goodwill and/or
               circle of customers.
3
     5.3        The terms and conditions of this agreement shall be kept secret and the parties undertake not to furnish any information in
                connection with the terms and conditions hereof to any other person and/or entity, unless required to do so pursuant to the
                law.

     5.4        The Employee‟s obligation to maintain confidentiality pursuant to clauses 5.1 to 5.3 above are unlimited by time or place
                and shall continue to be valid in Israel and overseas also after the termination of this agreement for any cause or if for any
                reason the employment relationship and the contract between the Employee and the Company come to an end.

     5.5        Information for the purposes of clauses 5.1 to 5.3 is any information relating to the Company, including – and without
                derogating from the generality of the aforesaid – information in respect of the Company‟s customers, business, plans,
                professional secrets, trade secrets, technological secrets, including design, planning, formulae, technology, R&D of the
                Company, reaching the Employee in consequence of or in connection with the performance of his position in the
                Company.

6.   Non-competition

     6.1        The Employee undertakes that throughout the term of his employment with the Company and for a period of five years
                after the termination of the employment relationship between him and the Company, for any reason, on the Employee‟s
                initiative or on the Company‟s initiative, he may not engage, directly or indirectly, as a salaried employee, self-employed,
                partner, contractor, consultant and in any other way, in Israel and abroad, in any business that is such as to compete with
                the Company and/or make use of contacts with customers of the Company created in the scope and/or course of his
                employment with the Company that is such as to compete with the Company.

7.   [Intellectual] Property rights

     7.1        For the avoidance of doubt, it is warranted that the Employee shall not have any copyright and/or other [intellectual]
                property rights arising in consequence of his work for the Company and/or in consequence of the contractual relationship
                pursuant hereto or howsoever in connection with his contractual relationship with the Company, including – and without
                derogating from the generality of the aforesaid: trade names, any idea, invention, know-how, discovery or development,
                research, plan, specification, drawing and/or any other document prepared by him and/or in the Company, whether fit for
                registration pursuant to the law or not, whether he prepared or participated in the preparation thereof as aforesaid in the
                framework of the contract or not, and any instrument, method, process arising in the framework or in consequence of the
                contractual relationship or howsoever in connection with the contractual relationship as aforesaid. These rights shall
                belong to the Company alone, and the Employee shall sign any document required for the realization and registration of
                the said rights.

     7.2        In the event of the termination of his employment and/or the contractual relationship with the Company for any reason, the
                Employee undertakes to give the Company all the documents and information in his possession in connection with his
                work for the Company and not to take with him any documents relating to any rights and contract [sic] of the Company.

     7.3        It is expressly agreed that all the know-how arising in consequence and in the course of the performance of the
                Employee‟s work for the Company pursuant hereto shall belong in full to the Company, which may use them at any time
                and for any purpose (including in the event that the agreement is terminated or suspended), and they shall be governed by
                the duty of confidentiality and non-use mentioned above.

8.   Non-applicability of the Hours of Work and Rest Law, 5711-1951

     8.1        Since the Employee works in a position requiring a special degree of personal confidence and since his work is such that
                the conditions of his employment and the circumstances thereof do not allow the Company any supervision over his hours
                of work and rest, the provisions of the Hours of Work and Rest Law, 5711-1951 shall not apply to the Employee‟s work
                and/or the consideration in respect thereof.

9.   General

     9.1        This agreement reflects everything agreed between the parties and revokes any representation, understanding or consent
                reached, if at all, prior to its execution, including – and without derogating from the generality of the aforesaid – the
                memorandum of understanding executed between the parties.

     9.2        Any alteration to this agreement shall only be made in writing and with both parties‟ agreement. An alteration made in
                another manner shall lack any effect vis-à-vis the parties.
4
         9.3        The addresses of the parties hereto are as set forth in the recitals. Any notice sent by registered mail to the other party in
                    accordance with his address as aforesaid shall be deemed received by the addressee three days after being mailed and if
                    delivered by hand – at the time of its delivery.

         9.4        The clause headings herein are for convenience purposes only and shall not have any legal effect.

         9.5        The parties shall cooperate with each other in good faith, insofar as required for the performance of this agreement in
                    accordance with its spirit and object.


                                                         As witness the hands of the parties :



The Employee                                                                The Company


/s/Yuval Selai                                                              /s/ PIMI MARION HOLDINGS LTD
Name Yuval Selai                                                            PIMI MARION HOLDINGS LTD
Title Chief Executive Officer                                               PC 513497123




Yuval Selai




                                                                       5
Exhibit 10.2


REF: F:/Sadot/Pimi Marion/ContractEmployment_Addendum/BSR/28.10.08
[TRANSLATED FROM THE HEBREW]


                                           Addendum To Personal Contract Of Employment
                                                     Of 27th November 2006

                                                     Made this 29 day of October 2008


BETWEEN:            Pimi Marion Holdings Ltd
                    private company no. 513497123

                     of PO Box 117, Hozot Alonim 30049
                     (hereinafter referred to as “the Company”)

                                                                                                                         of the one part

AND:               Yuval Sili, ID no. 54960158

                     of 2A Hashomarim, Kiryat Tivon 36034
                     (hereinafter referred to as “the Employee”)

                                                                                                                       of the other part


WHEREAS                            on 27th November 2006 a personal contract of employment (hereinafter referred to as “the contract of
employment”) was made between the parties, the Employee being employed as the Company‟s general manager;

AND WHEREAS                             the parties wish to modify and augment the contract of employment as set out in this addendum
(hereinafter referred to as “the addendum”);

AND WHEREAS                            since August 2008 the Company has been paying the Employee remuneration of NIS 30,000 per
month, plus VAT;

AND WHEREAS                           the Employee is employed by the Company and also in two other workplaces;

AND WHEREAS                           the parties wish to set out in writing what is agreed between them.

NOW THEREFORE IT IS WARRANTED, PROVIDED AND AGREED BETWEEN THE PARTIES AS FOLLOWS:



                                                                     1
1.      Recitals

1.l     The recitals hereto constitute an integral part hereof.

1.2      The provisions hereof constitute an integral part of the contract of employment. It is hereby expressed that in the event of any
discrepancy or ambiguity between the provisions hereof and those of the contract of employment, the provisions hereof shall apply.

1.3     The Employee acknowledges that a condition precedent to the Company‟s agreeing to modify the provisions of the contract of
employment is the Employee‟s undertaking to comply in full with all the conditions hereof and with all the conditions of the contract of
employment.

2.      Remuneration and Other Payments

2.1      The following sub-clauses shall be added at the end of clause 3.1 of the contract of employment:

         “3.1.1            Should the Employee give written notice to the Company that he has stopped working in one workplace, namely
                           will be employed by the Company and in only one other workplace, the consideration to be remitted to the
                           Employee shall be NIS 40,000 per month, plus VAT, payable on and against a tax invoice to be issued by the
                           Employee.

         3.1.2             Should the Employee give written notice to the Company that he has stopped working in both workplaces, namely
                           that he will be employed solely by the Company, the consideration to be remitted to the Employee will be in the
                           sum of NIS 50,000 per month, plus VAT, payable on and against a tax invoice to be issued by the Employee in the
                           following way: the sum of NIS 45,000 payable directly to the Employee and the sum of NIS 5,000 accruing in his
                           favour and payable to him after capital of $ 100,000 has been raised for the Company from an outside investor.

         3.1.3              Notwithstanding as provided in clause 3.1.1, if as a result of capital being raised by February 2009 it will be
                            possible, on the basis of the Company‟s cash flow, to pay the Employee the whole amount specified in clause
                            3.1.2 in cash, the whole of such consideration as aforesaid shall be paid in cash by February 2009.




                                                                      2
          3.1.4             If in February 2009 options for the Company‟s shares are exercised in a sum of at least $ 230,000 the Employee
                            will be entitled to receive in cash the amount mentioned in clause 3.1.1 or 3.1.2, as the case may be. Should capital
                            not be raised as aforesaid, the parties shall together discuss the amount of the monthly payment in cash, having
                            regard to the Company‟s anticipated cash flow.”

3.       Options

3.1       Clause 4.1 of the contract of employment shall be amended so that the figure “1%” shall be replaced by the figure “1.25%.

3.2     The terms and conditions of the option warrants shall be as provided in the Company‟s option plan and the option warrant grant
agreement, and the exercise price per ordinary share shall in any event be NIS 0.01 (the nominal value).

4.       Miscellaneous

4.1       It is hereby expressed that the other provisions of the contract of employment shall remain unchanged.

4.2       The parties agree that all the other provisions of the contract of employment, insofar as not expressly modified herein, shall apply to
the provisions of the addendum.

                                              AS WITNESS THE HANDS OF THE PARTIES

The Company                                                                 The Employee


/s/ Pimi Marion Holdings Ltd                                                /s/ Yuval Sili
513497123                                                                   Name: Yuval Sili




                                                                       3
Exhibit 10.3
                                                            AGREEMENT

This Share Purchase Agreement ( “Agreement” ) signed on 13 November , 2005 by and between Pimi Marion Holdings Ltd , (Company
number 51-349712-3), incorporated in the State of Israel ( “The Company” ) and Mr. Nimrod Ben-Yehuda , I.D. 051795631 and
Omdan Consulting and Instructing LTD private company no. 51-146831-6 , (jointly and severally: the “Shareholders” ) from one
side, and Mr. Alon Carmel and JNS Capital LLC (jointly and severally: “The Investors” ) from the other side.

                                                              RECITALS

Whereas                    The parties have executed a term sheet pursuant to which they now wish to execute this Agreement, and;

Whereas                    The Investors after having conducted due diligence of the Company business inter alia by experts, and after being
                           involved in the Company business and activity (including trade show and negotiations) desire to invest in The
                           Company against the issuance of The Company‟s Ordinary and Management shares in accordance with the terms
                           set forth in this Agreement.



Now therefore the parties agree to the following:

1.       DEFINITIONS AND EXHIBITS

For the purpose of this Agreement, capitalized words shall have the meanings as specified below or as defined in other parts of this
Agreement.

“Business Plan” - Financial and non-financial targets that the Company believes it can meet, on a quarterly basis in the years 2005, 2006
and 2007 – all of which are incorporated in a document titled the Business Plan which is attached to this agreement as Appendix “A”.

“Investment” - A total of US $900,002 to be funded in quarterly installments as provided for in the Business Plan against the issuance of
120,000 Ordinary Shares of the Company at the price of $7.50 per shares, and 2 Management Shares at the price of $1.00 each.

 “The Loan Agreement” – the loan agreement dated February 7, 2005 and as amended on May 11, 2005 attached hereto as Appendix
“B” .

“The Loan” - Investors have previously made four loans to the Company totaling $180,000 pursuant to The Loan Agreement.

“Intellectual Property” - The Patents and Patent applications described in Appendix “C” , as well as any and all related intellectual
property, including knowledge, technologies and know-how that have been developed, registered and/or accumulated by Mr. Nimrod
Ben-Yehuda, in relation to the Patents and Patents applications which Intellectual Property is currently owned by the Company or will be
transferred to the ownership of the Company without any consideration – excluding rights to use and/or benefit from that portion of the
Intellectual Property that pertains to the exclusive purpose of water treatment.



                                                                      1
2.      SALE AND TRANSFER OF SHARES / SIGNING AND CLOSING

2.1     SHARES

      Subject to the terms and conditions of this Agreement (including, without limitation, subject to the fulfillment of the conditions and
      obligations set out in Sections 2.3 and 2.4 below), at the Closing, The Company shall issue and deliver the Investors the Shares, free
      and clear of all Encumbrances, and The Investors will invest the investment sums in The Company, as set out in Section 2.2 below.

2.2     INVESTORS UNDERTAKINGS


      (a)       The investment shall be in the total sum of US$ 900,002 (Nine hundred thousand and two US Dollars) (“ The Investment ”).


            (b) The Investment shall be satisfied as follows:


                    i) Pursuant to a previously signed Term Sheet, the Investors have increased their loan to the Company to US $110,000 on
                       the same terms and conditions provided in the Loan Agreement dated February 7, 2005 and its addendum dated May 11,
                       2005.

                   ii) On August 23 2005, the Parties have agreed to a new Business Plan, and therefore Investors have increased the loan to
                       the Company to $140,000 on the same terms and conditions provided in the Loan Agreement dated February 7, 2005
                       and its addendum dated May 11, 2005.

                  iii) On October 2005 the Investors have made an additional loan to the Company in the sum of $40,000 on the same terms
                       and conditions provided in the Loan Agreement dated February 7, 2005 and its addendum dated May 11, 2005.

            (c) The investors shall convert any and all sums, which were furnished to the company as The Loan, to an investment to be
                deducted immediately from the funding obligations undertaken by Investors.


            (d) Pay to the Company the sum of $2.00 for the 2 Management Shares at the price of $1.00 per Management Share.


            (e) Fund The Investment instalments according to the Business Plan. Each instalment shall be funded for the subsequent quarter,
                no later than 45 days prior to the end of each quarter, subject to clause 4.2(b) hereinafter.


            (f) In the event that the Company exceeds the quarterly benchmarks provided in the Business Plan, Investors shall consider,
                favourably, the possibility to accelerate the funding of their Investment should Investors decide that such acceleration of
                funding assists the needs of the Company.


                                                                     2
2.3 COMPANY UNDERTAKINGS

      (a) The Company shall issue to The Investors 24,000 Ordinary Shares against the funding of the Investment pursuant to
          Paragraphs 2.2 (b)(a) and 2.2 (b)(b).

      (b) In addition, The Company shall issue 96,000 Ordinary shares to an Escrow holder pursuant to the Escrow Clause set forth
          below.

      (c) The Company shall issue 2 management shares to the Escrow holder pursuant to the Escrow Clause below.

      (d) Subsequently, Company will provide to The Investors financial reports as following:

                i) Management-prepared monthly reports – no later than on the 20 th day of the subsequent month.

               ii) Auditor-reviewed reports – no later than on the 45 th day of the month subsequent to the end of each of the 1 st , 2 nd and
                   3 rd quarter of the year.

               iii) Audited financial reports – no later than 120 days subsequent to the end of the year.

2.4 ESCROW CLAUSE


    (a) The parties shall appoint Advocate Yoel Levy of Twin Tower 1, 33 Jabotinsky st., Ramat Gan to act as escrow holder (“Escrow
        Holder”). At the signing of this Agreement, the Company shall issue 96,000 ordinary shares of NIS 0.01par value each and two
        (2) management shares of NIS 1 par value each to the Escrow Holder. The Escrow Holder shall act in accordance with the
        following:


    (b) Escrow shall deliver to Investors the Ordinary Shares:


                  i) Upon notice from the Investors to Escrow, with a copy to the Company, of the funding of an instalment of the
                     Investment accompanied by a receipt from the Company evidencing such instalment or a receipt evidencing a wire
                     transfer of such instalment to the Company‟s bank account Escrow shall deliver to Investors the number of shares
                     that, at the price of $7.50 per share, corresponds to the amount of the instalment.


                  ii) All the shares held by Escrow upon notice, by Investors, of a Material Breach by Company, as defined hereinafter,
                      and against payment to Escrow, by Investors, of the sum representing NIS 0.01 per share multiplied by the total
                      number of shares held by Escrow, which sum Escrow will then deliver to the Company. The notice will be
                      accompanied by an affidavit of one of the Investors that all the terms of section 4.2(iii) (b) have been fulfilled.


    (c) Escrow shall deliver to Investors the 2 Management Shares held by Escrow as following:



                                                                  3
                           i) One (1) Management Share shall be delivered to Investors upon notice from the Investors to Escrow, with a copy to
                              the Company, that they have funded a total of $450,000 of the investment, accompanied by receipts from the
                              company and/or wire transfer receipts evidencing funding of the entire $450,000 less the sums provided in
                              Paragraphs 2.a and 2.b.


                          ii) One (1) Management Share shall be delivered to Investors upon notice from the Investors to Escrow, with a copy to
                              the Company, that they have completed the funding of their entire Investment obligation under the Investment
                              Agreement, accompanied by receipts from the company and/or wire transfer receipts evidencing funding of the
                              entire $900,000 less the sums provided in Paragraphs 2.a and 2.b.


                         iii) Upon receipt of notice from the Investors to Escrow, with a copy to the Company, of a Material Breach by
                              Company, as defined hereinafter, accompanied by an affidavit of one of the Investors that all the terms of section
                              4.2(iii)(b) have been fulfilled.


         (d) In the event of a breach by the Investors, Escrow shall deliver all the Ordinary Shares and Management Shares then held by
             Escrow to the Company.


2.5          Performances by Share Holders :

                The holders of the 2 Management Shares not allocated to Investors shall support the creation by the Company of an
                Employee Stock Option Plan and the allocation of 24,000 of the authorized ordinary shares to such plan.

2.6       SIGNING AND CLOSING

                     Acts to be Performed Prior to the execution of this agreement:

       (a)       Immediately prior to the execution of this agreement, the Company and the Shareholders will present to The Investors for
                 examination all the documents (“The Closing Documents"), as set out below:

               (1)        Resolutions of The Company‟s board of directors (“The Company‟s Board of Directors“) resolving (i) to approve the
                          execution of this Agreement; and (ii) to approve the issuing of the shares pursuant to this Agreement and to authorize
                          the directors of The Company to sign the appropriate documentation;

               (2)        Share allocation forms conforming with the articles of association of The Company, in respect of the shares, duly
                          executed by The Company and The Shareholders;



3.       REPRESENTATIONS AND WARRANTIES.

The Company and the Shareholders hereby represent and warrant, jointly and severally, to The Investors the representations and warranties
set forth in Sections 3.1 through 3.6 (inclusive) (“ The Warranties “) and undertake that the Warranties are true and accurate in all
respects as of the agreement execution date, and acknowledge that The Investor has agreed to enter into this Agreement relying, inter alia ,
on the truth and accuracy of The Warranties. No representation or warranty of The Company or the Shareholders in this Agreement omits
to state a material fact necessary to make the statements herein or therein, and is, in light of the circumstances in which they were made,
not misleading. It is hereby clarified that the Investors have conducted due diligence of the Company business, Know-How, and Patents by
their own experts, and has escorted the Company and took part in its activity since 1 st of January 2005.



                                                                          4
3.1     SHARE CAPITAL, TITLE, ORGANIZATION, AUTHORITY, COMPLIANCE

3.1.1            Share Capital and Title

              The authorized share capital of The Company consists of 9,999,600 ordinary shares of NIS 0.01 par value per share and 4
              management shares of NIS 1.00 par value per share, of which 120,000 ordinary shares and 2 management shares are issued
              and outstanding, and constitute all of The Company‟s shares prior to the issuance of shares pursuant to this Agreement.
              The Shareholders are the registered owners and holders of all the issued shares, free and clear of all encumbrances,
              including, without limitation any encumbrances to the benefit of any beneficiary owners. Mr. Nimrod Ben-Yehuda,
              through Ash-Dor Assets Management and Trusts Ltd is the owner of 75% of the Shares, comprising 90,000 Ordinary
              Shares and 1 Management Share, and Mr. Eitan Shmueli through Omdan Consulting and Instruction Ltd is the owner of
              25% of the Shares, comprising 30,000 ordinary shares and 1 management share. No reference to any purported
              Encumbrance appears upon any certificate representing the share capital of The Company. All of the outstanding share
              capital of The Company, has been duly authorized, validly issued and is fully paid-up and non-assessable. There are no
              options, warrants and/or any Contracts relating to the issuance, sale, or transfer of any shares or other securities of The
              Company except for the obligation to eNitiatives under section 3.3.8(iii) of this Agreement. None of the outstanding shares
              or other securities of The Company was issued in violation of the Israeli Companies Law, 1999 or any other legal
              requirement. The shares shall, upon their issuance or transfer to The Investors, vest in The Company, free of any
              encumbrances, and all rights (including voting rights, equity and all other rights) of shareholders in The Company.

3.1.2            Subsidiaries

              The Company does not own directly or indirectly, nor is entitled and/or required to acquire, any shares or other securities
              of any Person pursuant to any Contract or otherwise, nor does The Company have any direct or indirect equity or
              ownership interest in any other business.

3.1.3            Organization and Good Standing

(a)     The Company is a corporation duly organized, validly existing, and in good standing under the laws of Israel, with full corporate
        power and authority to conduct its business as it is now being conducted, to own, lease or use the assets that it purports to own, lease
        or use, and to perform all its obligations under Contracts..

(b)     The minute books, and records of The Company are complete, correct and up-to-date in all respects and have been maintained in
        accordance with sound business practices and applicable legal requirements. The minute books of The Company contain accurate,
        complete and up-to-date records of all meetings held, and corporate action taken by the shareholders and the board of directors of The
        Company, and no meeting of any such shareholders or board of directors has been held for which minutes have not been prepared and
        are not contained in such minute books. At the agreement execution, all of those books and records will be in the possession of The
        Company.

(c)     The Disclosure Letter ( Appendix “D” ) contains complete copies of all Organizational Documents of The Company as currently in
        effect. The copies of the Articles of Association of The Company attached hereto as aforesaid, are complete, correct and up-to-date in
        all respects and have embodied in them or annexed thereto a copy of every shareholders‟ resolution amending the Article of
        Association in any way.

(d)     The Disclosure letter sets out the name of each bank in or with which the Company has had accounts, credit lines or safety deposit
        boxes, and the names of all persons presently authorized to draw thereon or having access thereto, and a brief description of each such
        account.

(e)     The Disclosure letter sets out the names of all persons now holding any power of attorney from The Company and a summary of the
        terms thereof.




                                                                      5
3.1.4              Authority

                 This Agreement (including all those agreements and documents, the execution of which is contemplated under this
                 Agreement) have been, or will have been upon the execution of this Agreement, duly and validly executed by The
                 Company and/or the Shareholders and are, or as the case may be, will on Execution, constitute the legal, valid, and binding
                 obligation of The Company and the Shareholders, and such other parties, and enforceable against The Company and
                 Shareholders and such other parties in accordance with their terms. The Company and the Shareholders have the absolute
                 and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and to perform their
                 obligations under this Agreement.

3.1.5              Compliance with Legal or Contractual Requirements

(a)     Except as set forth in the Disclosure Letter ( Appendix “ D ”), neither the execution and delivery of this Agreement nor the
        consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of
        time):

        (i)        Contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of The Company, or
                   (B) any resolution adopted by the board of directors or the shareholders of The Company;

        (ii)       Contravene, conflict with, or result in a violation of: (A) any rights of any Person, or (B) any Contracts to which any of the
                   Shareholders are parties; or (C) any legal requirement or any Order to which The Company or any Shareholder, or any of the
                   assets owned, leased or used by The Company, may be subject; or entitle any Governmental Body or other person to
                   challenge any of the contemplated transactions or to exercise any remedy or obtain any relief under any legal requirement or
                   any Order as aforesaid;

        (iii)      Contravene, conflict with, or result in a violation of any of the terms or requirements of, or result in any Governmental Body
                   revoking, withdrawing, suspending canceling, terminating, or modifying, any Governmental Authorization held by The
                   Company, relating to the business of, or any of the assets owned, leased or used by, The Company;

        (iv)       Cause the Company to become subject to, or to become liable for the payment of, any Tax;

        (v)        Cause any of the assets owned by The Company to be reassessed or revalued by any taxing authority or other Governmental
                   Body;

        (vi)       Contravene, conflict with, or result in a violation or breach of, or entitle any Person to declare a default or exercise any
                   remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Contract and/or any
                   provision thereof;

        (vii)      Relieve any Person of any obligation to The Company (whether contractual or otherwise) or entitle any Person to terminate
                   any obligation, right or benefit (whether contractual or otherwise) enjoyed by The Company;

        (viii)     Result in the imposition or creation of any encumbrance upon or with respect to any of the assets owned, leased or used by
                   The Company; or

        (ix)       Cause any officer or key employee of The Company to leave their employment.

(b)     Except as set forth in the Disclosure Letter ( Appendix “D” ), The Company nor any of the Shareholders are and will not be required
        to give any notice to, or obtain any consent, approval, ratification, waiver or other authorization (including, without limitation, any
        governmental authorization) from any person in connection with the execution and delivery of this Agreement or the consummation
        or performance of any of the contemplated transactions.

(c)     All returns, particulars, resolutions, and documents required by the Israeli Companies Law, 1999 or any other legislation to be filed
        with the Israeli Registrar of Companies or with any other Governmental Body, have been duly filed.

3.2     FINANCIAL STATEMENTS AND ASSETS

3.2.1              Proper Accounting and Compliance with Israeli Generally Accepted Accounting Principles
               The books of account and all records of the Company are or will be complete, correct and up-to-date and have been
               maintained in accordance with sound business practices, and generally accepted accounting principles in Israel (” Israeli
               GAAP “), including the maintenance of an adequate system of internal controls.

3.2.2               Balance Sheets and Profit and Loss Statements

(a)       General

        (i)     The Company has delivered to The Investors:

                    (1) The unaudited trial balance of The Company as of August 31, 2005 and the related profit and loss statements
                        (hereinafter the “Financial Statements").


                                                                     6
        (ii)    The Financial Statements (A) conform to the books and records of The Company in all material respects; (B) present a true,
                complete and correct view of the financial condition and the results of operations, changes in shareholders' equity, and cash flow
                of The Company as at the respective dates of and for the periods referred to therein, all in accordance with Israeli GAAP; (C)
                reflect the consistent application of Israeli GAAP throughout the periods involved. No financial statements of any Person other
                than The Company are required by Israeli GAAP to be included in the financial statements of The Company.


        (iii)   To the best of the Company‟s and the Shareholders knowledge and of the knowledge of the officers of The Company, as of the
                date of the execution of this Agreement, there are no facts or circumstances which are material in relation to the assets, business
                or financial condition of The Company which do not appear from the Financial Statements and/or which have not been fully and
                fairly disclosed in the Disclosure Letter ( Appendix “D” ).



( b)        Without prejudice to and notwithstanding the generality of the above Section 3.2.2(a):

(b1)                Title to Assets

         The Company owns, leases or has the legal right to use all assets used in the operation of its business and has good and marketable title
         to, or in the case of leased assets, valid leases in respect of, all the assets: (i (i) purchased or otherwise acquired by The Company since
         its organization, which assets purchased or acquired as aforesaid (other than inventory and short-term investments) are listed in the
         Disclosure Letter ( Appendix “D” ). All the assets owned, leased or used by The Company as aforesaid are free and clear of all
         Encumbrances and are not subject to any limitations of any nature, save as set out in the Disclosure Letter ( Appendix “D” ).

(b2)                Condition And Sufficiency Of Assets

         The Company owns, leases, or has the legal right to use all the assets that it needs in order to continue to run its business after the
         execution of this agreement in the same manner as it has during the 12 (twelve) months preceding that date .

         The equipment of The Company is structurally sound, in good operating condition and repair, and does not require any maintenance or
         repairs, except for routine maintenance and repairs, in the ordinary course of business, that are not material in nature or cost.



           Without derogating from any other provision in this Agreement, it is recorded that all office space (including shared storage
           space) occupied by The Company is validly leased by The Company from Kibutz Alonim being registered owner thereof,
           pursuant to a lease agreement dated 1/4/2005, which is in full force and effect. The said Buildings are in good repair and fit for
           the purposes for which they are used, and there is no material defect in the condition thereof, and the said Buildings comply with
           all required planning and building permits. Save for the said office space, The Company does not own, lease, occupy or use any
           other immovable property in connection with its business.

(b3)                Accounts receivable

           All accounts receivable of The Company reflected in the Financial Statements and in the accounting records of The Company as
           of the date of this agreement execution (collectively, the "Accounts receivable") represent valid obligations arising from sales
           actually made or services actually performed in the ordinary course of business. Unless paid prior to the execution date, the
           Accounts receivable are, or will be, as of the execution date current and collectible net of the respective reserves shown on the
           Financial Statements, respectively, or in the accounting records of The Company as of the execution date (which reserves are
           adequate and calculated consistent with the practice used for the year 2004 and, in the case of the reserve as of the execution date,
           will not represent a greater percentage of the Accounts receivable as of the execution date than the reserve reflected in the 2004
           Balance Sheet in respect of the Accounts receivable reflected therein and will not represent a Material Adverse Change in the
           composition of such Accounts receivable in terms of aging). Subject to such reserves, each of the Accounts receivable either has
           been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable.
           There is no contest, claim, or right of set-off, other than returns in the ordinary course of business, under any Contract with any
           obligor of an Accounts receivable relating to the amount or validity of such Accounts receivable. The Disclosure Letter (
           Appendix “D” ) contains a complete and accurate list of all Accounts receivable as of 31.8.2005. .

 (b4)               Inventory
All inventory of The Company, whether or not reflected in the Financial Statements, respectively, is in good and undamaged
condition, and consists of a quality and quantity usable and salable in the ordinary course of business, except for obsolete items
and items of below-standard quality, all of which have been written off or written down to net realizable value in the Financial
Statements, respectively, or in the accounting records of The Company as of the execution date, as the case may be. All
inventories not written off have been priced at the lower of cost or net realizable value. The quantities of each item of inventory
(whether raw materials, work-in-process, or finished goods) are not excessive, but are reasonable in the present circumstances of
The Company.



                                                              7
(b5)               Intellectual Property

                           (b5/1) Know-How Necessary for the Business

          (i)      Except as set forth in the Disclosure Letter ( Appendix “D” ), The Company is the owner of all right, title, and interest in and
                   to each of the Intellectual Property Assets, whether or not reflected in the Financial Statements, necessary for the operation of
                   its business as it is currently conducted and/or as reflected in the business plan given to The Investors, and such right, title, and
                   interest is free and clear of all encumbrances, and other adverse claims, and has the right to use all such Intellectual Property
                   Assets, without payment to, or the consent of any third party.

          (ii)     Except as set forth in the Disclosure Letter ( Appendix “D” ), all former and current employees of The Company have
                   executed written Contracts with The Company that assign without compensation to The Company all rights to any inventions,
                   improvements, discoveries, or information relating to the business of The Company, if and to the extent that such assignment
                   is not effected by operation of law under the law applicable to such Contract. No employee of The Company has entered into
                   any Contract that requires the employee to transfer, assign, or disclose information concerning his work to anyone other than
                   The Company.



          (b/5.2) Patents and Trademarks

          (i)      The Company has registered patents, trademarks and/or is in the process of registering patents as detailed in Appendix “C” .



          (b5/3) Trade Secrets

          (i)      The Shareholders and The Company have taken all reasonable precautions to protect the confidentiality of their Trade Secrets.

   (ii)          The Company has good title and an absolute (but not necessarily exclusive) right to use the Trade Secrets. The Trade Secrets are
                 not part of the public knowledge or literature, and, to Shareholder‟s knowledge, have not been used, divulged, or appropriated
                 either for the benefit of any Person (other than to The Company) or to the detriment of The Company. No Trade Secret is
                 subject to any adverse claim or has been challenged or threatened in any way.

(b6)                Tax and Social Security Contributions

          (a)      The Company has filed or caused to be filed (on a timely basis since its incorporation) all Tax Returns and all Social Security
                   Returns that are or were required to be filed by or with respect to The Company, pursuant to applicable legal requirements, and
                   all such Tax Returns and Social Security Returns filed by The Company are true, correct, and complete, and there is no tax or
                   social security sharing agreement that will require any payment by The Company after the execution date The Disclosure
                   Letter ( Appendix “D” ) contains a complete and accurate list of, all such Tax and of all such Social Security Returns filed
                   since its organization.

          (b)      The Company has fully and on a timely basis paid, or made full provision for the payment of, all Taxes and all Social Security
                   Contributions that have become due, except such Taxes and/or Social Securities Contributions, if any, as are listed in the
                   Disclosure Letter ( Appendix “D” ) and are being contested in good faith and as to which adequate reserves have been
                   provided in the Financial Statements. The charges, accruals, and reserves with respect to Taxes and Social Security
                   Contributions in The Company‟s books are adequate (determined in accordance with Israeli GAAP) and are at least equal to
                   The Company's liability for Taxes and Social Security Contributions. There exists no proposed Tax or Social Security
                   Contribution assessment against The Company except as disclosed in the Financial Statements, respectively, or in the
                   Disclosure Letter ( Appendix “D” ). All Taxes and/or Social Security Contributions that The Company is or was required by
                   legal requirements to withhold or collect have been duly withheld or collected and, to the extent required, have been paid to
                   the proper Governmental Body or other Person.

                  To the best of the Shareholders‟ knowledge, no facts exist that could constitute grounds for the assessment of any material
                  liability for Taxes and/or Social Security Contributions by any Governmental Body with respect to The Company. The
                  Company has taken all steps reasonably required by it to be taken prior to the execution date, in order to obtain any Tax
                  credits, or other Tax benefits, whether available in respect of the period prior to or after the execution date.
8
( b7)                 Employee Compensations

        (a)      The Disclosure Letter ( Appendix “D” ) contains a complete and accurate list of the following information for each employee
                 or director of The Company, including each employee on leave of absence or layoff status:

               (i)        Employee name, job title, material terms of employment, (including, without limitation, particulars regarding, salary,
                          linkage of salary, annual vacation, accrued vacation, Supplementary Education Fund ( Keren Hishtalmut ), sick pay,
                          pension fund and provident fund or manager‟s insurance, travel allowances), any agreements or promises, whether
                          written or oral, regarding current or future profit-sharing, cash, shares or other bonus entitlements, fringe benefits,
                          severance pay, retirement pay, accrued vacation pay, any change in compensation since January 1, 2005;

               (ii)       Service credited for purposes of vesting and eligibility to participate under The Company's pension, retirement,
                          profit-sharing, thrift-savings, deferred compensation, share bonus, share option, cash bonus, employee share ownership
                          (including investment credit or payroll share ownership), severance pay, insurance, medical, welfare, or vacation plan.



      (b)     Except as disclosed in article 3.2.2 (b7) The payments by The Company to pension and provident funds (including, without
              limitation, manager‟s insurance), together with the relevant reserves reflected in the Financial Statements, respectively, fully
              cover the liability of The Company under law or under any collective agreement, individual employment agreement, or other
              employment agreement or arrangement with respect to its employees and directors as at the dates of the aforesaid balance sheets
              for pension, severance pay, vacation pay and similar Liabilities, and The Company has continued to make all current payments to
              such pension and provident funds (including, manager‟s insurance) until the execution date. All of the employees and directors
              shall have been paid all amounts owing to them by The Company, and all amounts deductible from The Company‟s employees
              shall have been duly deducted, as at the execution date. To the best of the Shareholders knowledge, there are no outstanding
              claims against The Company by any of its employees and/or directors.

        (c)      Except as disclosed in Part 3.2.2(b7) or in the Employment Agreements referred to in Section 2.3(ii) (5) of this Agreement,
                 there exist no agreements or promises between The Company and any of its employees or directors, whether written or oral,
                 with respect to any change in compensation, current or future profit-sharing, cash, shares or other bonus entitlements, fringe
                 benefits, severance pay, retirement pay, accrued vacation pay, vacation accrued, and no service credited for purposes of
                 vesting and eligibility to participate under The Company's pension, retirement, profit-sharing, thrift-savings, deferred
                 compensation, share bonus, share option, cash bonus, employee share ownership (including investment credit or payroll share
                 ownership), severance pay, insurance, medical, welfare, or vacation plan.



3.3         NO LIABILITIES

3.3.1                 General

                Except as set forth in any Part of the Disclosure Letter ( Appendix “­D” ) The Company has no Liabilities or obligations
                of any nature whatsoever except for Liabilities or obligations reflected or reserved against in the Financial Statements, and
                Liabilities incurred in the ordinary course of business since it organization.

                In particular and without derogating from the generality of the foregoing, the following is represented and warranted:

3.3.2                 Compliance with Legal Requirements

                Except as set forth the Disclosure Letter ( Appendix “­D” ), The Company is, and at all times since its incorporation has
                been, in full compliance with each legal requirement that is or was applicable to it or to the conduct or operation of its
                business or the ownership or use of any of its assets. To the best of the Company knowledge, no event has occurred, act
                been performed or omission omitted which may result after the execution date in violation by The Company of any of the
                laws referred to in this Section or in the incurring by The Company of any Liability or cost in connection therewith.

3.3.3                 Contracts: No Defaults

                Except as set forth the Disclosure Letter ( Appendix “­D” ):
(a)   no officer, director, agent, employee, consultant, or contractor of The Company is bound by any Contract that purports to limit or
      which adversely affects or will affect (i) the ability of such individual or of The Company to engage in or continue any conduct,
      activity, or practice relating to the business of The Company, or (ii) the ability of such individual to assign to The Company any rights
      to any invention, improvement, discovery or other Intellectual Property Assets.



                                                                     9
(b)        Each Contract is in full force and effect and is legal, valid and enforceable in accordance with its terms, and shall continue in full
           force and effect (and not be subject to termination by the counterparty thereto), notwithstanding the consummation of the transactions
           contemplated by this Agreement, and is, and has been, fully complied with by all of the parties thereto. None of the parties to any
           Contract is in breach or default thereof and no event has occurred or circumstance exists that may result in a violation or breach of any
           Contract, or give any party to such Contract the right to declare a default or an acceleration of maturity or performance, or to exercise
           any remedy.

(c)        There are no renegotiations of, or outstanding rights to renegotiate any material amounts paid or payable to The Company under
           current or completed Contracts with any Person and no such Person has made oral or written demand for such renegotiation.

3.3.4               Employees

(a)        No director, officer, or other key employee of The Company intends to terminate its employment with The Company.

(b)        The Disclosure Letter ( Appendix “­D” ) contains a complete and accurate list of the following information for each retired employee
           or director of The Company, or their dependents, receiving benefits or scheduled to receive benefits in the future: Name, pension
           benefit, retiree medical insurance coverage, retiree life insurance coverage, and other benefits.

         Except as disclosed in the Disclosure Letter ( Appendix “­D” ), such retired employees or directors, or their dependents, will not
         receive or are not scheduled to receive any pension benefits, retiree medical insurance coverage, retiree life insurance coverage, and
         other benefits.

3.3.5               Insurance

        (i) All policies set out in the Disclosure Letter ( Appendix “­D” ) which are held by The Company or that provide coverage to any
            Shareholder, The Company or any director or officer of The Company: (i) are valid, outstanding, and enforceable, (ii) are issued by an
            insurer that is reputable to be financially sound, and (iii) taken together, provide adequate insurance coverage for the assets and the
            operations of The Company, (iv) are sufficient for compliance with all legal requirements and Contracts to which The Company is a
            party or by which any of them is bound, (v) will continue in full force and effect following the consummation of the Contemplated
            Transactions, and (vi) do not provide for any retrospective premium adjustment or other experienced-based liability on the part of The
            Company.

      (ii) None of the Shareholders nor The Company has received (i) any refusal of coverage or any notice that a defense will be afforded with
           reservation of rights, or (ii) any notice of cancellation or any other indication that any insurance policy is no longer in full force or
           effect or will not be renewed or that the issuer of any policy is not willing or able to perform its obligations.

      (iii) The Company has punctually paid all respective premiums due, and has otherwise performed all of its obligations, under each policy
            to which it is a party or that provides coverage to it or to any director thereof.

      (iv) The Company has given timely notice to the insurer of all claims that may be insured thereby.

      (v) The Shareholders are not aware of the occurrence of any act or omission, which could invalidate or impair such insurance.

3.3.6               Environmental Matters

Without derogating from the provisions of Section 3.3.1 above, except as set forth in the Disclosure Letter ( Appendix “­D” ), The
Company is, and at all times has been, in full compliance with, and has not been and is not in violation of or has Liability or potential
Liability under, any legal requirement relating to environmental protection, occupational, health and safety and similar laws.



                                                                         10
3.3.7                    Labor Relations; Compliance

Except as set forth in The Disclosure Letter ( Appendix “­D” ):

        (i) There has not been, nor is there presently pending or existing, nor Threatened, any Proceeding against or affecting The Company
            relating to the alleged violation of any legal requirement pertaining to labor relations or employment matters. No event has occurred
            nor circumstance exists that could provide the basis for any labor dispute.

      (ii) The Company has complied in all respects with all legal requirements relating to employment, equal employment opportunity,
           nondiscrimination, immigration, wages, hours, benefits, collective bargaining, Occupational Safety and Health, and plant closing.

3.3.8                    Certain Payments / Finder's Fees

        (i) Except as disclosed in the Disclosure Letter ( Appendix “­D” ): neither The Company, nor any director, officer, agent, employee of
            The Company, nor any other Person associated with or acting for or on behalf of any Company, has directly or indirectly (i) made any
            bribe, payoff, kickback, or other payment to any Person, private or public, regardless of form, whether in money, property, or services
            to obtain or reward special concessions, or favorable treatment in securing business for or in respect of The Company or in violation
            of any legal requirement, (ii) established or maintained any fund or asset that has not been recorded in the books and records of The
            Company.

      (ii) Upon execution of the Investment the Company shall pay to eNitiatives – New Business Architects Ltd. (“eNitiatives”), within 30
           days of the Investment Agreement, the sum of $18,000 plus VAT as consideration for eNitiatives‟ work done to facilitate the
           Investment.

      (iii) eNitiatives shall have the right to receive from The Company and The Company shall have the right to deliver to eNitiatives, 1,200
            Ordinary Shares at a value of $7.50 per share, in lieu of 50% of the payment provided, in which case The Company shall only pay to
            eNitiatives the sum of $9,000 in addition to the delivery of the shares plus VAT on the entire value, the transaction to take place
            within 30 days of the execution of this Agreement.

      (iv) The holders of the 2 Management Shares not held by Investors shall vote in support of Investors‟ Management Shares regarding
           employment of eNitiatives and/or Mr. Reuven Marko, which employment shall be covered in a separate agreement.



3.4         NO PENDING OR THREATENED PROCEEDINGS

           Except as set forth in the Disclosure Letter ( Appendix “­D” ):

           (a)             There is no pending Proceeding:

              (i)          That has been commenced by or against The Company or that otherwise relates to or may affect the business of, or any of
                           the assets owned, leased or used by, The Company; or

                 (ii)         That challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any
                              of the Contemplated Transactions; or

                 (iii)        That Threatens to subject any officer, director, agent, or employee of The Company or any of its Subsidiaries to any
                              Order that would prohibit such officer, director, agent, or employee from engaging in or continuing any conduct,
                              activity, or practice relating to the business of The Company.

(b)        To the knowledge of The Company and the Shareholders: (i) no such Proceeding has been Threatened, and (ii) no event has occurred
           or circumstance exists that may give rise to or serve as a basis for the commencement of any such Proceeding. The Proceedings listed
           in the Disclosure Letter ( Appendix “­D” ) will not have a Material Adverse Effect on the business, operations, assets, condition, or
           prospects of The Company.

3.5         NO MATERIAL ADVERSE CHANGE
(a)      Since January 1, 2005 and until the execution of this Agreement:

(i)      No dividend, bonus or distribution (including without limitation, cash payment) has been declared, made or paid on or in
         respect of any share capital of, or otherwise to any shareholder (or any Related Persons thereof) of The Company;

 (ii)     Except as set forth in the Disclosure Letter ( Appendix “­D” ), The Company has conducted its business only in the
          ordinary course of business, and there has been no material adverse change, nor have there been any events or
          circumstances that may have a material adverse effect, including without limitation;

 (iii)    No change in The Company's authorized or issued share capital; grant of any share options; issuance of any security
          convertible into such share capital; grant of any registration rights; purchase, redemption, retirement, or other acquisition
          by The Company of any shares of such share capital;

 (iv)     No amendment to the incorporation documents of The Company was made;

(v)      Except as detailed in Section 2.3(a)(5) no payment nor increase by The Company of any salaries, bonuses, or other
         compensation payable by The Company to any Shareholder, director, officer, or (except in the ordinary course of
         business) to any employee; or entry by The Company into any employment, or other similar Contract with any director,
         officer, or employee (except in the ordinary course of business), and no making, forgiveness or other change in the terms
         of any loan by The Company to any employee;

 (vi)     Except as detailed in Section 2.3(a)(5), no adoption of, or increase in the payments to or benefits under, any profit
          sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with
          any employees of The Company;



                                                            11
            (ix)         No sale, transfer, lease, or other disposition of any asset of The Company outside the ordinary course of business, nor
                         mortgage, pledge, or imposition of any lien or other Encumbrance on any material asset of The Company; and no
                         amendment or modification of any agreement other than in the ordinary course of business;

            (xi)         No material change in the accounting methods, principles or practices followed by The Company;

            (xii)        No agreement, commitment, or undertaking, whether oral or written, by The Company to do any of the foregoing.

      (b)           There is no fact known to any Shareholder or The Company (other than general economic or industry conditions) that has or
                    will have a Material Adverse Effect or materially threatens, the assets, business, prospects, financial condition, or results of
                    operations of The Company that has not been set forth in this Agreement or the Disclosure Letter (Appendix “D”).



3.6   MR. NIMROD BEN-YEHUDA :

Mr. Nimrod Ben-Yehuda ( “Nimrod” ):


              a) Will provide his services to The Company in the capacity of Chief Technology Officer for a period of no less than three years,
                 starting on the date of execution of this Agreement.

              b) Shall act as The Company‟s Director of Business Development until such time as the board will resolve that the Company
                 should hire a dedicated person to serve in the capacity of Director of Business Development.

              c) Will substantially devote all his time and efforts to the business of The Company and to the continued development of its
                 technology and intellectual property, as may be requested, from time to time, by The Company‟s board of directors.

          d) Nimrod shall not be involved, directly or indirectly, in any venture whose interests are deemed by The Company‟s board of
              directors, in conflict with The Company or in the event such involvement is detriment to the business of The Company. To the
              extent that Nimrod is currently in any other venture or any other time-consuming activity and/or research and, to the extent that
              Nimrod currently own other patents and/or technologies, disclosure of same is made in the Disclosure Letter (Appendix “D”).
      Nimrod‟s compensation from The Company shall include the following:


              e) Monthly gross salary of NIS 25,000 starting April 2005, including Twenty (20) paid vacation days per year, and specifically
                 includes the compensation for the limitation undertaken under Section 6 herein below.

               f) Executive insurance.

              g) “Keren Hishtalmut at the rate of 10% (7.5% contribution by the Company).

              h) Disability insurance at a rate not to exceed 2% with customary coverage.

               i) A fully paid rental car (including taxes assessed for private use).

               j) A company-provided mobile phone. The phone charges shall be fully covered by The Company.

              k) A semi-annual bonus as following:

                      (i) NIS 25,000 if the company meets its financial targets in the pertinent half year.

                      (ii) NIS 60,000 if the company exceeds its financial targets by 30% or more in the pertinent half year.


      Nimrod shall receive from The Company the following for the purpose of performing his obligations in accordance with his
      employment with The Company:
    l) A laptop computer paid by The Company.

  m) A company credit card to be used exclusively for company-approved expenses. The use of such credit card shall be audited, at
     the end of each year, by the Company‟s auditors and any improper or un-approved use of the credit card, as determined by the
     auditors, shall be deducted from Nimrod‟s salary as expediently as possible.

   n) When traveling on business, the Company shall also pay:

        (iii) Airfare in economy class;

        (iv) Non-luxury hotels;

         (v) Transportation;

        (vi) Up to the sum of $100 per day for other expenses.

       (vii) The Company shall further pay for entertainment of customers and selected vendors and service providers hosted by
             Nimrod.



A breach, by Nimrod, of any of these provisions shall be considered a Material Breach as defined hereinafter and shall entitle the
Investors to their remedies resulting from a Material Breach as provided for hereinafter.



                                                             12
4.           INDEMNIFICATION

      4.1 BREACHES BY THE COMPANY



(a)                    The Company shall be deemed in “Breach” in the event that:

      (i)              For the period of July 1, 2005 through March 31, 2006:

                           1. The Company fails to deliver financial reports to Investors on the dates provided hereinbefore, provided the Company
                              delivers such reports no later than 60 days subsequent to the dates provided hereinbefore.

                           2. Failure by the Company and/or Nimrod to fulfill their undertakings pursuant to this Agreement.

      (ii)             At any time subsequent to March 31, 2006:

                           3. It fails to meet 65% of its financial targets as provided in the Business Plan in any given quarter; and/or,

                           4. It fails to meet any of its quarterly non-financial targets as provided in the Business Plan.

(b)                    The Company shall be deemed to be in a “Material Breach” in the event that:

              (i) At any time subsequent to the execution of this Agreement, and provided the Investors are not in breach as provided herein

                                     (1) The Company fails to deliver financial reports to Investors on the dates provided hereinbefore, provided
                                         such failure is not remedied within 60 days.

                                     (2) The Company and/or Nimrod fail to rectify a breach within 45 days of receipt of a notice of breach from
                                         The Investors.

              (ii) Subsequent to march 31, 2006 and provided Investors are not in breach, as provided herein:

               (1) It fails to meet at least 75% of its cumulative financial targets for any two consecutive quarters, as provided in the Business
                   Plan; and/or

               (2) It fails to meet any of its quarterly non-financial targets for any quarter, as provided in the Business Plan and fails to remedy
                   such shortcomings, in addition to making the non-financial targets in the subsequent quarter;

4.2           REMEDIES GRANTED TO INVESTORS:

       (a)           Unless specifically agreed upon otherwise, The Company and the Shareholders, severally, hereby undertake to
      indemnify and hold harmless The Investors or, at The Investors option, The Company, for any Liability, loss, claim, damage
      (including, without limitation, incidental and consequential damages), expense (including, without limitation, costs of investigation,
      defense, reasonable attorneys' fees, and other legal expenses) or diminution of value, whether or not involving a third-party claim
      (collectively, "Damages"), arising, directly or indirectly, from or in connection with:



               (i)            any breach of any of the Shareholders‟ Warranties;

               (ii)           any breach by any Shareholder of any covenant or obligation of such Shareholder in this Agreement;

               (iii)          In case of Breach or Material Breach as defined above:


      (a) In the event of a Breach The Investors shall have the right, at their sole discretion, to postpone the installment of the quarter
      subsequent to the breach until after the last installment of the investment.
(b) In the event of a Material Breach: Investors shall be under no obligation to further invest in the Company and shall nonetheless
receive from the Escrow holder the Ordinary Shares and Management Shares then remaining in Escrow as provided in the Escrow
Provision – Provided, however, that the Company fails to:

                     (i) Rectify the Material Breach in the subsequent quarter in addition to meeting the subsequent quarter‟s targets; or

                     (ii) Repurchase from Investors all their shares of the Company at the price of $7.50 per shares, within 1 year from
                     such Material Breach (“ Repurchase ”).

    Notwithstanding the foregoing, should the Company recruit a new investor or a purchaser for the entire company at a price, or
    post-investment valuation of $5 million Dollars or higher, The Company shall give Investors a notice of such investment and/or
    purchase and the Investors shall have the right to cure the funding of the Investment within 10 days of receipt of such notice and
    restore all their rights provided in the Agreement.
    It is hereby clarified that if the Investors decided to act according to this section they will not be able to act in accordance with
    section 4.2(i) or 4.2(ii) above.


                                                                  13
4.3                 Breaches by Investors and Remedies granted to Company :

        (a) Breach : Investors sole obligation is to fund the Investment in accordance with the Investment Agreement, unless The Company is in
            breach. Investors shall be deemed in breach if Investors default on their funding obligations and fail to cure such default within 37
            days of receipt of a notice of default from the Company.

       (b) Remedy : In the event of a breach by Investors, Investors shall lose their right to complete the investment and lose their right to the
           Management Shares held by the Escrow at such time – all of which shall be returned by Escrow to the Company‟s pursuant to the
           Escrow Provision.

5       TIME LIMITATIONS

        (i) Subject to the clause (ii) below, Shareholders liability (for indemnification or otherwise) with respect to any of their Warranties, or
            covenant or obligation in this Agreement shall continue until and be time barred in accordance with the Israeli statute of limitation.

      (ii) The Shareholders acknowledge and agree that the Investors is and/or was under no obligation or duty whatsoever to investigate,
           inspect or examine the Shares and/or The Company for defects or deficiencies at any time before, on or after the execution date,
           except for the examination of all documents and/or materials and/or other information presented by the Shareholders to the Investors.

6              NON-COMPETITION BY SHAREHOLDERS

6.1                COVENANT NOT TO COMPETE

(a)            For a period of 3 years after the date of signing of this Agreement, and in case of Nimrod 3 years after the date of termination of his
               employment with the Company, which ever is later:

             (i)       Each Shareholder will not, directly or indirectly, engage or invest in, own, manage, operate, finance, control, or participate in
                       the ownership, management, operation, or control of, be employed by, associated with, or in any manner connected with, lend
                       such Shareholders‟ name or any similar name to, lend such Shareholders‟ credit to, or render services or advice to, any
                       business whose products or activities compete in whole or in part with the products or activities of The Company in Israel
                       (boundaries as of execution date), provided, however, that any Shareholder may purchase or otherwise acquire up to (but not
                       more than) one percent of any class of securities of any enterprise (but without otherwise participating in the activities of such
                       enterprise) if such securities are listed on any national or regional securities exchange. Each Seller agrees that this covenant is
                       reasonable with respect to its duration, geographical area, and scope;

      (ii)            Each Shareholder will not, directly or indirectly, either for himself or any other Person, (A) induce or attempt to induce any
                      employee of The Company to leave its employ, (B) employ, or otherwise engage as an employee, independent contractor, or
                      otherwise, any employee of The Company, or (D) induce or attempt to induce any customer, supplier, licensee, or business
                      relation of The Company to cease doing business with such Company, or in any way interfere with the relationship between any
                      customer, supplier, licensee, or business relation of The Company.

(b)            In the event of a breach by any Shareholder of any covenant set forth in clause (a) above, the term of such covenant will be extended
               by the period of the duration of such breach.

(c)            Each Shareholder will, for a period of 3 years after the date of signing of this Agreement (as defined hereinafter), within ten days after
               accepting any employment, advise The Investors of the identity of any employer of such Shareholder. The Investors or The Company
               may serve notice upon each such employer that such Shareholder is bound by the non-competition covenant of this Agreement
               (Section 6.1) and furnish each such employer with a copy of Sections 6 and 5.1 of this Agreement or relevant portions thereof.

(d)            The restrictions under (a), (b) and (c) above shall apply also to the Investors mutatis mutandis.

7.             GENERAL PROVISIONS



                                                                              14
7.1   EXPENSES

      Except as otherwise expressly provided in this Agreement, the Investors, the Shareholders and The Company will bear their
      respective expenses incurred in connection with the preparation, execution, and performance of this Agreement and the
      contemplated transactions, including all fees and expenses of agents, representatives, counsel, and accountants. stamp duty, if
      any, payable in respect of this Agreement shall be paid by the Shareholders and/or The Company. The Shareholder will ensure
      that The Company does not bear or incur any fees and expenses of agents, representatives, counsel, and accountants

7.2   CONFIDENTIALITY / PUBLIC ANNOUNCEMENTS

      This Agreement and its contents shall be kept confidential by the parties hereto. The contents of any communication about this
      Agreement to third parties shall be mutually agreed upon by the parties. Any public announcement, press release or similar public
      communication with respect to this Agreement will, however, be issued at such time and in such manner as shall be mutually
      determined.

7.3   ENTIRE AGREEMENT AND MODIFICATION

      Save for The Loan Agreement, this Agreement replaces and supersedes all prior agreements, term sheets or any other document
      or previous understanding between the parties with respect to its subject matter and constitutes (along with all its Exhibits which
      are an integral part of it) a complete and exclusive statement of the terms of the agreement between the parties with respect to its
      subject matter. This Agreement may not be amended except by a written agreement executed and signed by the parties to be
      charged with the amendment, and any waiver of this provision shall only be valid and binding if executed in writing by the party
      giving the waiver.

7.4   DISCLOSURE LETTER

      In the event of any inconsistency between any provisions of and/or the statements in this Agreement and those in the Disclosure
      Letter (Appendix “D”) (unless otherwise specifically stated in the Disclosure Letter with respect to a specific representation or
      warranty), the provisions or statements in this Agreement shall prevail.

7.5   ASSIGNMENTS, SUCCESSORS, AND NO THIRD-PARTY RIGHTS

      Neither party may assign any of its rights under this Agreement without the prior consent of the other parties, except that The
      Investors may assign any of their rights (but not obligations) under this Agreement to any related person or entity. Subject to the
      above said, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the successors and permitted
      assigns of the parties.

7.6   SEVERABILITY

      If any provision of this Agreement is held invalid or unenforceable by any court or arbitral tribunal of competent jurisdiction, the
      other provisions of this Agreement will remain in full force and effect, and the invalid or unenforceable provision shall be
      substituted by a valid and enforceable provision closest to the economic intent intended by the parties with the invalid or
      unenforceable provision which achieves, as far as possible, the original business purposes of the excluded provision.

7.7   GOVERNING LAW AND ARBITRATION


                                                                    15
7.7.1    Governing Law and Jurisdiction

        This Agreement shall be governed by and construed according to the laws of Israel and the authorized courts of Tel-Aviv, Israel,
        shall have the sole and exclusive jurisdiction over any dispute arising between the parties hereto.



7.8     ENTRY INTO FORCE / COUNTERPARTS

(a)      This Agreement shall come into force as of the date last below written, once duly executed by all the parties.

(b)      This Agreement and its Exhibits may be executed in 3 original sets (one such set for each party).



IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date last below written.

Pimi Marion Holdings Ltd


/s/ Eitan Shmeuli
Name: Eitan Shmeuli
Title: President

Omdan Consulting and Instructing LTD
                                                                             /s/ Nimrod Ben-Yehuda
/s/ Eitan Shmeuli                                                            Nimrod Ben-Yehuda
Eitan Shmeuli

JNS Capital LLC

/s/ Joe Shapira                                                              /s/ Alon Carmel
Managing Member                                                              Alon Carmel     12/01/05



Agreed to by:

eNitiatives – New Business Architects Ltd.

/s/
Name: Reuven Marko
Title: General Manager


                                                                       16
Exhibit 10.4
                                   Addendum to An Investment Agreement Dated 13.11.2005

                                                Signed in ______, on the 15, of November, 2006

                                                                    Between

                                    1. Pimi Marion Holdings Ltd ("The Company")
                                    2. Nimrod Ben-Yehuda
                                    3. Omdan Consulting and Instructing Ltd
(Jointly and severally: " The Shareholders ")
                                                                          On the first Party
                                                               And Between

                                                                                           Alon Carmel ("Alon")
                                                                                                                       On the second Party
                                                                      And Between

                                                                                       JNS Capital LLC ("JNS")
                                                                                                                         On the third Party


Whereas              On the 13 th of November 2005, the parties have signed an Investment Agreement (hereinafter: " The Agreement "), under
                     which Alon and JNS undertook to invest the sum of US$ 900,002, against the issuance of 2 Management Shares and
                     120,000 Ordinary Shares (hereinafter: " The Investment "); and

Whereas              Until the execution of this Addendum, Alon invested US$ 485,000 and JNS invested US$ 300,000 in the Company and
                     the Company has issued 24,000 Ordinary Shares to Alon and 24,000 Ordinary Shares to JNS on account of the shares that
                     they are entitled to pursuant to The Agreement and their respective investments; and

Whereas              The Company is in need for further investment in order to finance its activities; and

Whereas              Alon has agreed to invest an additional sum in the Company above the Investment on certain conditions (hereinafter: "
                     The Additional Investment "); and

Whereas              In order to induce Alon to further invest in The Company, the parties have agreed to improve the conditions of The
                     Investment and to modify The Agreement, in accordance with the terms of this Addendum;

               Now therefore the Parties have agreed as follows:

          1. The Preamble to this Addendum is one and integral part of it.

          2. JNS shall be released from any further obligation to invest in The Company. Upon signing of this Addendum, The Company
             shall issue to JNS, pursuant to the below said, an additional amount of shares reflecting its investment of US$ 300,000 (i.e.
             40,000 shares) in The Company as well as 1 management share.



                                                                        1
3. Alon and JNS shall be entitled, subject to the completion of The Investment by Alon as set forth in The Agreement, to receive
   120,000 Preferred Shares of 0.01 NIS each, of the Company instead of 120,000 Ordinary Shares of 0.01 NIS each. The shares
   already issued shall be converted. The shares will be issued to Alon and JNS respectively to their investment in The Company.
   The " Preferred Shares "- shall have all rights attached to the Ordinary Shares and in addition will entitle their holders to
   priority in the distribution of the company assets and/or dividends in case of liquidation of the Company or termination of its
   business, over any other shareholder of the Company in a way that until the holder of a Preferred Share will receive the full
   amount of his Investment in The Company as dividends or as proceeds of the sale of the Company's assets no other shareholder
   will receive any dividend in liquidation.

4. 3. The Company shall issue to, Adv. Amos Hacmun, 1 Decisive Share of 0.01 NIS. The "Decisive Share" - will entitle its
   holder to participate in The Company`s Shareholders assemblies and/or The Board of Directors meetings upon the request of any
   Director or Shareholder as the case may be, and in a case of a dead-lock situation only, the Decisive Share holder`s vote shall be
   the overbalancing vote. In case of a board decision only, the Decisive Share holder shall use its discretion and vote as what he
   considers as the benefit of The Company.

   The parties hereby acknowledge and agree that Adv. Amos Hacmun does not act as any kind of trustee, and that he as well as
   Heskia-Hacmun Law Firm provided and/or may provide in the future legal services and represent Alon and/or JNS and/or
   eNitiatives – New Business Architects Ltd. and that they may continue to represent them and/or have any other business relations
   with same without any limitation or duty to disclose same to any party to this Addendum, including the representation of Alon
   and/or JNS in case of a future dispute between any of the parties to this Addendum. The parties further confirm that they have
   been notified that Adv. Amos Hacmun and/or a related company have a shareholding interest in eNitiatives – New Business
   Architects Ltd.

   The parties further and irrevocably agree that such relations shall not be considered in any event as neither relations of a trustee
   with The Company and The Shareholders nor as a conflict of interest and they explicitly and irrevocably waive any argument and
   claim against Adv. Hacmun and/or Heskia-Hacmun Law Firm and/or Alon and/or JNS and/or Enitiatives – New Business
   Architects Ltd. and/or whom on their behalf in this matter or any matter resulting thereof.

5. The Shareholders undertake to convene a special assembly for the purpose of amending the Company's Article Of Association in
   accordance with the above Paragraphs 2 and 3, and to convert the 48,000 Ordinary Shares that were issued to Alon and JNS, to
   48,000 Preferred Shares. The assembly resolution shall be made pursuant to the requirements of part 6 of chapter 5 of The
   Companies Law [5759-1999].

6. Alon undertakes to transfer to the Company US$ 215,000, from which US$ 115,000 is the balance of The Investment and US$
   100,000 is an "Additional Investment" :

    a. The sum of US$ 15,000 will be transferred to The Company's bank account immediately after this Addendum has been
       signed by the Parties.

    b. The sum of US$ 100,000 shall be transferred to The Company's bank account no later than 01.01.2007.

    c. The sum of US$ 100,000 shall be transferred to The Company's bank account no later than 01.03.2007.

   Notwithstanding the above, the Company may waive to Alon the obligation to invest US$ 80,000 out of the sum mentioned in
   clause (c) of this section, in case of improvement in its financial situation or, in case there is another investor who is ready to
   invest in the Company a sum of at least US$ 80,000 at a valuation of US$ 3,000,000 (pre-money) and provided such investor will
   commit himself to invest in the Company before 1.2. 2007.

7. The parties agree, that against each installment of US$ 20,000 by Alon, of the Additional Investment, Alon shall be entitled to
   receive and the Company shall issue to Alon such amount of Preferred Shares of 0.01 NIS each reflecting 1% of The Company's
   issued share capital (not including management shares) as shall be after the completion of The Investment and the Additional
   Investment.

   In addition any other Shareholder has the right until the 1.2.2007 to notify the Company on his willingness to participate in the
   Additional Investment in accordance with his prorated his shareholding in the Company under the same terms and conditions as
   described in this section above. In such a case the investment obligation of Alon will be reduced accordingly provided that such
   shareholder has transferred his share in the Additional Investment until the 1 st of March 2007.
Alon and JNS and any other Shareholder who have notified and has made the investment as described above , shall each
respectively be entitled to full protection against dilution due to the issuance of the Preferred Shares for the Additional Investment
so that The Company shall issue a corresponding amount of Preferred Shares of 0.01 NIS to Alon and JNS or to the other
Shareholder respectively to their holdings of The Company's shares as should be after completion of The Investment.

                                                           2
 8. The Company shall deposit all materials concerning its product intellectual property including but not limited to the product
    formula, ingredients, composing, manufacturing process etc, with Heskia-Hacmun Law Firm who shall be allowed to release
    such materials to Alon and JNS in case that The Company shall enter liquidation or terminate its business. The above shall also
    apply to any future changes, updates or modifications of the said materials.

 9. Omdan Consulting and Instructing Ltd. through Mr. Eitan Shmueli, declares that until a new investor will invest in the Company,
    Sadot & Co`s monthly fees in the total amount of US$ 2,000, will be paid as follows:
     a. The Company shall pay to Sadot & Co. monthly payment of US$ 1,000.
     b. The additional monthly payment of US$ 1,000 will be delayed and shall be registered as a shareholder loan by Omdan
        Consulting. The Company shall pay the balance of such shareholder loan to Sadot & Co. in accordance with its financial
        ability after a new investment of not less then US$ 500,000 at a evaluation of not less then US$ 3,000,000 (pre-money) will
        be made by a new investor or in case of another event causing The Company to receive an income of more then US$
        500,000.
     c. It is agreed that in case that no new investor will invest in the Company or if the Company shall reach liquidation or
        terminate its business, Sadot & Co. will waive their right to such additional monthly payment.

10. Mr. Nimrod Ben-Yehuda agrees, that until a new investor will invest in the Company, his monthly net salary from The Company
    shall be reduced by 3,000 NIS, which sum will be considered as a loan by Mr. Ben-Yehuda to The Company. In addition, Mr.
    Ben-Yehuda shall present receipts documenting all the out of pocket expenses Mr. Ben-Yehuda made for and on behalf of The
    Company (up to an amount of approx. NIS 50,000) which shall be considered as a shareholder loan to The Company. The
    Company undertakes to pay the shareholders loan to Mr. Ben-Yehuda in accordance with its financial ability after a new
    investment of not less then US$ 500,000 at a evaluation of not less then US$ 3,000,000 (pre-money) will be made by a new
    investor or in case of another event causing The Company to receive an income of more then US$500,000.

11. All current investments and/or loans made by Mr. Ben-Yehuda and/or any company on his behalf as well as Omdan Consulting
    and Instructing Ltd., (" Omdan ") shall be registered in the books of The Company as a shareholder loan which shall be paid
    back in accordance with the financial ability of The Company as shall be determined by the board of directors of The Company
    provided that such board decision has been supported by either Alon or the representative of JNS, except for Omdan who shall
    have the right to notify the Company until the 1.2.2007 on his willingness to convert its shareholder loans at the amount of
    70,000 NIS into Preferred Shares of the Company in accordance with the terms of section 7 above.

12. Immediately after signature of this Addendum eNitiatives loan to the Company for services in the amount of US$ 14,000 will be
    converted into Preferred Shares at the same valuation of US$20000 for each 1% of the Company capital. If eNitative will
    execute his right under section 7 above the Company will convert its existing Regular Shares into Preferred Shares.

13. All other provisions of The Agreement which were not modified under this Addendum will stay valid and in full force.

14. This Addendum shall take effect as of the moment when signed by both Parties. However, in case that by March 31, 2007: (i)
    The Company shall meet its targets according to the Business Plan (Appendix "A" of The Agreement and under the applicable
    terms of the Agreement); or (ii) The Company shall raise a new investment of not less then US$ 500,000 at an evaluation
    exceeding US$ 3,000,000 (pre-money); or (iii) in case of another event causing The Company to receive an income of more then
    US$ 500,000, this Addendum will be cancelled, and all changes or modification made in accordance with this Addendum, shall
    be null and void save for the Shares acquired by Alon and JNS or any other shareholders due to the execution of any part of the
    Additional Investment or under sections 7 and 11 of this Addendum above. In such case all Preferred Shares so acquired shall be
    converted into Regular Shares

15. The Company shall promptly and timely make all mandatory payments to the authorities and shall not obtain any credits and/or
    loans, whether from banks or other lenders without the explicit decision of the board of directors of The Company and provided
    that Alon or the director on behalf of JNS have supported such board decision.

16. The Company shall fully reimburse Alon's legal expenses in connection with this Addendum.

17. The Agreement provisions shall be considered and interpreted in accordance with the provisions of this Addendum.

18. In case of any discrepancies between provisions of this Addendum and other provisions of The Agreement, the provisions of this
    Addendum shall prevail.
3
In witness Whereof the Parties have signed this Addendum on the       [Missing Graphic Reference]

Pimi Marion Holdings, Ltd


/s/ Eitan Shmeuli
By: Eitan Shmeuli
Title: Director

 Omdan Education and Instructing Ltd


/s/ Eitan Shmeuli
By: Eitan Shmeuli

Nimrod Ben-Yehuda

/s/ Nimrod Ben-Yehuda
Name: Nimrod Ben-Yehuda


JNS Capital LLC

/s/ Joe Shapira
Name: Joe Shapira
Title: Managing Member


/s/ Alon Carmel
Name: Alon Carmel


Agreed to by:


eNitiatives – New Business Architects Ltd.

/s/ Reuven Marko
Name: Reuven Marko
Title: General Manager




                                                                  4
Exhibit 10.5

REF: F:/Sadot/PimiMarion/Addendum_Nimrod/BSR/3.5.09
[TRANSLATED FROM THE HEBREW]


                                     ADDENDUM TO PERSONAL CONTRACT OF EMPLOYMENT

                                                    Made in Alonim this 28 day of April 2009


BETWEEN:               Pimi Agro Cleantech Ltd, private company no. 513497123

                     of PO Box 117, Hozot Alonim 30049
                     (hereinafter referred to as “the Company”)

                                                                                                                                  of the one part

AND:                Nimrod Ben Yehuda, ID No. 051795631

                     of Avshalom 17, kiryat Tivon
                     (hereinafter referred to as “the Employee”)

                                                                                                                                 of the other part


WHEREAS              a personal contract of employment (hereinafter referred to as “the contract of employment”) was made between the
parties on 13th November 2005, the Employee being employed in the capacity of chief technology manager;

AND WHEREAS           the parties wish to modify and augment the contract of employment as provided in this addendum to the contract of
employment (hereinafter referred to as “the addendum”);

AND WHEREAS              the parties wish to set out in writing what is agreed between them.

NOW THEREFORE IT IS WARRANTED, PROVIDED AND AGREED BETWEEN THE PARTIES AS FOLLOWS:

1.      Introduction

                   1.1             The recitals to this addendum constitute an integral part of it.

                   1.2             The provisions of the addendum constitute an integral part of the contract of employment. It is hereby
                                   expressed that in the event of any discrepancy or ambiguity between the provisions of the addendum and
                                   those of the contract of employment, the provisions of this addendum shall apply.

                   1.3             The Employee acknowledges that a condition precedent to the Company‟s agreeing to modify the contract of
                                   employment is his undertaking to comply in full with all the terms and conditions of the addendum and the
                                   contract of employment.

2.      Wages and Social Benefits

                   2.1             Clause 3.6(l) shall be added to the contract of employment as follows -

        “3.6 (1)            During the term of the agreement and subject to all the statutes, laws and temporary provisions in force from time to
                            time, the following terms and conditions shall apply -

                            All the payments that have been and are in future made by the Company to the policy shall be in place of the
                            severance pay that is in future due to the Employee or his survivors from the Company in respect of the wages from
                            which the said payments were made and for the period during which they were made (hereinafter referred to as “the
                            exempt wages”), and the Employee hereby grants his consent thereto in accordance with section 14 of the
                            Severance Pay Law, 5723-1963 (hereinafter referred to as “the Law”). The parties hereby adopt the General
                            Confirmation with Regard to Employers‟ Payments to a Pension Fund and Insurance Fund Instead of Severance Pay
                            pursuant to section 14 of the Law, as published in Government Notices no. 4659 of 30th June 1998 and annexed
                            hereto as appendix “A”.
1
                       The Company waives in advance every right that it might in future have for the reimbursement of funds from its
                       payments, unless the Employee‟s right to severance pay is invalidated in a judgment by virtue of sections 16 or 17
                       of the Law, and insofar as invalidated or the Employee has drawn monies from the pension fund or insurance fund
                       otherwise than by reason of an entitling event. For the purpose hereof, „entitling event‟ means death, disability or
                       retirement at the age of 60 or more.

                       The a foregoing is not such as to derogate from the Employee‟s right to severance pay in accordance with the Law,
                       a collective agreement, extension order or contract of employment, in respect of wages in excess of the exempt
                       wage.

3.     Miscellaneous

                3.1          It is hereby expressed that the other provisions of the contract of employment shall remain unchanged.

                3.2          The parties agree that all the other provisions of the contract of employment, insofar as not expressly
                             modified in this agreement, shall apply to the addendum.

                                         AS WITNESS THE HANDS OF THE PARTIES




/ s/ Nimrod Ben Yehuda                                                 /s/ Pimi Agro Cleantech Ltd
Name: Nimrod Ben Yehuda                                                Name: Pimi Agro Cleantech Ltd

The Employee                                                           The Company


                                                                  2
                                                                   Appendix “A”

Set out below is a consolidated version of the General Confirmation of 9th June 1998, as published in Government Notices 4659 on 30th June
1998, as amended on 23rd August 1999 and published in Government Notices 4803 on 19th September 1999 and as amended and published in
Government Notices 4970 on 12th March 2001 -

By virtue of my power under section 14 of the Severance Pay Law, 5723-1963 (hereinafter referred to as “the Law”), I confirm that payments
made by an employer from the date of this confirmation‟s publication in respect of his employee for a comprehensive pension in a provident
fund that is not an insurance fund within the meaning thereof in the Income Tax (Rules For The Approval And Management Of Provident
Funds) Regulations, 5724-1964 (hereinafter referred to as “pension fund”), or for executive insurance that includes the possibility of a pension
or a combination of payments to a pension plan and to a plan that is not a pension in such insurance fund (hereinafter referred to as “insurance
fund”), including payments made by him that are a combination of payments to a pension fund and to an insurance fund, whether or not the
insurance fund includes a pension plan (hereinafter referred to as “the employer‟s payments”), shall replace the severance pay that is due to the
said employee in respect of the wage from which the said payments were made and for the period that they were made (hereinafter referred to
as “the exempt wage”), provided that all the following have been fulfilled -

(1)      The employer‟s payments -

                  (a)         to a pension fund are not less than 14 1 / 3 % of the exempt wage or 12% of the exempt wage if in addition thereto
                              the employer also makes payments in respect of his employee to supplement severance pay to a provident severance
                              fund or to an insurance fund in the employee‟s name at a rate of 2 1 / 3 % of the exempt wage. Should the employer
                              not also pay 2 1 / 3 % as aforesaid in addition to the 12%, his payments shall only replace 72% of the employee‟s
                              severance pay;

                  (b)         to an insurance fund are not less than one of the following:

          (1)           13 1 / 3 % of the exempt wage, if in addition thereto the employer also makes in respect of the employee payments to
                        secure a monthly income in the event of loss of working capacity in a plan that has been approved by the Ministry of
                        Finance‟s Director of the Capital, Insurance and Savings Market at the rate necessary to secure at least 75% of the exempt
                        wage or at the rate of 2 1 / 2 % of the exempt wage, whichever is the lesser (hereinafter referred to as “payment for loss of
                        working capacity insurance”);

          (2)           11% of the exempt wage, if in addition the employer has also made payment for loss of working capacity insurance and
                        in such event the employer‟s payments shall only replace 72% of the employee‟s severance pay; if in addition to those
                        payments, the employer has also made payments for supplementing severance pay to a provident severance fund or to an
                        insurance fund in the employee‟s name at the rate of 2 1 / 3 % of the exempt wage, the employer‟s payments shall replace
                        100% of the employee‟s severance pay.



                                                                          3
(2)     By no later than three months from the start of making the employer‟s payments, a written agreement is made between the employer
        and the employee containing -

                 (a)      the employee‟s agreement to the arrangement pursuant to this confirmation in terms detailing the employer‟s
                          payments and the pension fund and insurance fund, as the case may be; the said agreement shall also contain the
                          terms of this confirmation;

                 (b)      the employer‟s waiver in advance of any right he might have to a refund from his payments, unless the employee‟s
                          right to severance pay is invalidated in a judgment by virtue of section 16 or 17 of the Law and insofar as
                          invalidated, or the employee has drawn funds from the pension fund or insurance fund otherwise than by reason of
                          an entitling occurrence; for the purpose hereof “entitling occurrence” means death, disability or retirement at the
                          age of 60 or more.

(3)     This confirmation is without derogation from the right of an employee to severance pay, in accordance with the Law, a collective
        agreement, extension order or contract of employment, in respect of wages in excess of the exempt wage.


Eliyahu Yishai
Minister of Labour & Social Affairs



                                                                     4
Exhibit 10.6

REF: F:/Sadot/Pimi Marion/
[TRANSLATED FROM THE HEBREW]

                                                              PIMI AGRO CleanTech

                                                             Pimi Marion Holdings Ltd
                                                            PO Box 117, Kibbutz Alonim

                                                                   6th January 2009

Prof. Ilan Het
2 Huberman Street
Tel Aviv


Dear Sir,

                                                             Commission Arrangement

I hereby confirm that insofar as you procure an investment in our company, you will be entitled to commission at the following rates -

(a)         Commission at the rate of 5% of any cash investment in our company up to US$ 1 million.

(b)         Insofar as the investment exceeds $ 1 million, brokerage commission will be paid on the additional investment in excess of
            $ 1 million, as follows:

            on the second million dollars or part thereof - 4%;
            on the third million dollars or part thereof - 3%;
            on any addition from the fourth million dollars or above - 2%.

(c)         If the investment is raised or the transaction performed in stages, the brokerage commission will be paid on each stage at the time it is
            performed in accordance with paragraphs (a) and (b) above, based on the aggregate amounts of all the stages together.

(d)         All the amounts will be subject to the addition of VAT on and against a due tax invoice.

(e)         In addition, you will be entitled to join the investor by investing in our company a maximum amount of up to 5% of the capital being
            invested in the company on the same terms as granted to the investor by our company. That option is effective for half a year from the
            date of the investment, subject to the period and the investment will also be approved by the investor.

Yours faithfully,


Yuval Sela, General Manager
Pimi Agro CleanTech Ltd

Confirmation

I hereby agree to and accept your offer as set out above.


/s/ Prof. Ilan Het
Prof. Ilan Het
Date: 6th January 2009


[
                                                              Exhibit 10.7

                                                        PERSONAL CONTRACT OF EMPLOYMENT

                                                              Made in Ramat Gan on 31st August 2005


BETWEEN:           PIMI MARION HOLDINGS LTD, PC 513497123

                       of POB 117, Hotzot Alonim 30049

                       (hereinafter referred to as “the Company” )

                                                                                                                                of the one part

AND:             AVI LEVY, ID 050549930

                       of Hakarkum 2, Kiryat Tivon

                       (hereinafter referred to as “the Employee” )

                                                                                                                              of the other part

WHEREAS                                   the Company wishes to engage the Employee as sales manager (hereinafter referred to as “the
                                          position” ), in accordance with the terms and conditions hereof;

AND WHEREAS                               the Employee wishes to be engaged by the Company in the position and has presented himself as
                                          having the know-how, ability, experience and qualifications suitable for performing the position;

AND WHEREAS                               the parties wish to define and regulate their legal relationship, as provided above and below in this
                                          agreement;


                       ACCORDINGLY, IT IS AGREED BETWEEN THE PARTIES AS FOLLOWS :


1.     General

       1.1       The recitals and appendices to this agreement constitute an integral part thereof.

       1.2       This agreement is personal and special and regulates the relationship between the Company and the Employee and
                 exclusively determines the terms and conditions of the Employee‟s engagement by the Company. The Employee shall
                 maintain absolute confidentiality in respect of everything provided in this agreement.

       1.3       The Employee undertakes to perform his position conscientiously and loyally, to use all his qualifications, knowledge and
                 experience for the Company‟s benefit and advancement, to a high and efficient standard and as determined by the
                 Company, to comply with the Company‟s instructions regarding the manner of performing the work, the work
                 arrangements, discipline and conduct and to represent it loyally, reliably, with maximum effort and honestly, using the
                 best of his ability and qualifications and in accordance with the instructions given to him and the assignments with which
                 he is charged from time to time by the Company.



                                                                    1
     1.4       During the term of the agreement the Employee shall devote all his time, energy, ability to performing his position for the
               Company as determined by it, and he shall not engage, directly or indirectly, in any other work or engagement, unless he
               has received the prior written approval of the Company to do so.

     1.5       The Employee shall notify the Company‟s directors, immediately and without delay, of any matter or subject in which he
               and/or any of his family members and/or relatives and/or close associates and/or any entity and/or person related to him
               has a personal interest and/or that might create a conflict of interests with his position in the Company and/or with the
               Company‟s activity.

     1.6       The Employee shall not accept a benefit from any third party in consequence of and/or in connection with his work for the
               Company, unless the Company‟s board of directors has agreed thereto in writing.

2.   The term of the agreement

     2.1       The Company undertakes to engage the Employee in the Company as of 1st September 2005 for an unlimited term.

     2.2       Each party may bring the contractual relationship pursuant hereto to an end on 90 days‟ written notice (hereinafter referred
               to as “notice” ). Subject to the provisions of clause 2.3 below, the Employee shall be entitled, during the notice period, to
               all the terms under the agreement.

     2.3       Once notice has been given as aforesaid by one of the parties, this agreement shall terminate at the end of the period of
               time specified in sub-clause 2.2 above, the employment relationship between the parties shall be severed on the date
               specified in the notice and the following provisions shall apply:

              2.3.1         the Employee shall work during the notice period and shall continue to perform all his obligations to the
                            Company, unless the Company instructs him otherwise. If the Employee gives notice of his resignation from
                            the Company, the Company may waive its right to notice and/or shorten the notice period, and in such case
                            the Employee shall be entitled to the terms pursuant to the agreement until the date of his employment‟s
                            actual termination;

              2.3.2         the Employee shall hand over the position in an orderly manner to whomever the Company directs;

              2.3.3         the Employee shall give the Company all the documents, equipment, information and any other material
                            coming into his possession or prepared by him in connection with his work until the employment‟s
                            termination.

     2.4       If the Company terminates the Employee‟s engagement as aforesaid after at least one year, the Employee shall be entitled
               to severance pay pursuant to the Severance Pay Law, 5723-1963, save in the cases detailed below, in which the Employee
               shall not be entitled to severance pay, and in which the Employee shall also not be entitled to notice in accordance with
               clause 2.2 above:

              2.4.1         if the Employee commits a breach of this agreement and does not rectify the breach within one week of
                            receiving written warning to do so;

              2.4.2         if the Employee breaches this agreement after he has already received warning of a similar breach;

              2.4.3         if the Employee is duly convicted in a final judgment of an offence involving disgrace;

              2.4.4         if the Employee breaches his fiduciary duty to the Company;



                                                                  2
               2.4.5           if the Employee abuses his office;

               2.4.6           if the Employee commits a grave breach of discipline;

               2.4.7           if the Employee leaves his place of work for a period of more than seven days without obtaining the
                               Company‟s consent.

3.   The scope of the employment

     3.1       The Employee‟s position with the Company shall be that of sales manager.

     3.2       In the scope of his employment, as set forth above and in the recitals hereto, the Employee undertakes, inter alia :

               3.2.1           to loyally and punctiliously comply with the instructions of his superiors, to the best of his ability and
                               understanding and with full responsibility;

               3.2.2           to perform his position conscientiously and with perseverance;

               3.2.3           to act in accordance with the work procedures and to be responsible for compliance therewith;

               3.2.4           to come to work and to work five days a week;

               3.2.5           not to be absent during working hours without the consent of his superiors;

               3.2.6           not to intentionally and/or negligently commit any act and/or omission that might cause the Company or his
                               place of work and/or any third party connected with the Company any damage and/or loss and/or prevention
                               of profit.

4.   Salary and social terms

     4.1       In consideration for his work, the Company shall pay the Employee a salary of NIS 12,000 a month, plus a minimum
               monthly bonus of NIS 3,000, until the end of December 2005. As of January 2006, the Employee shall be paid quarterly
               incentives in accordance with the criteria determined by agreement between the Employee and the Company, provided
               that they shall not be less than NIS 3,000 a month.

     4.2       The overall salary shall be paid once a month, by no later than the 10th of each Gregorian month, for the previous month.

     4.3       The Employee shall be entitled to 14 days‟ annual leave. This leave is in respect of 12 full months of work a year. The
               right to accrue leave days shall be limited to two years and any balance accruing over and beyond this quota shall be
               deleted.

     4.4       The Employee shall be entitled to paid sick leave in accordance with the Sick Pay Law, 5736-1976, and accrued sick leave
               may not be redeemed.

     4.5       The Employee shall not be entitled to any consideration for overtime.

     4.6       As of the first month of work, the Company shall make a provision, for the Employee, to an executive insurance policy
               owned by the Employee the details of which shall be given to the Company, in the following amounts:

               4.6.1           8.33% of the gross salary for severance pay;

               4.6.2           5.00% of the gross salary as pension, provided that the Employee shall also provide 5% of his salary to such
                               effect;

               4.6.3           2.2% of the gross salary in respect of loss of working capacity.



                                                                    3
     4.7       In the event of the termination of the Employee‟s engagement by the Company or in the event that he resigns after the end
               of 12 months from the commencement of his employment, all the amounts that have accrued in the executive insurance
               policy (severance pay and pension – the Employee‟s part and the employer‟s part) shall be transferred to the Employee,
               and the employer shall sign all the documents actually required for such purpose. In the event of his dismissal by the
               Company in the circumstances enumerated in clause 2.4 above, the Employee shall not be entitled to the amount provided
               by the Company to the executive insurance policy for severance pay.

     4.8       The Company shall provide the Employee with a Renault Scenic car or a make similar thereto, and shall each month credit
               the value prescribed in the law to his salary. The Company shall also finance fuel for the Employee, against the
               presentation of receipts or subject to another arrangement.

     4.9       The Company shall provide the Employee with a cellular telephone. The Company shall credit NIS _____ a month to the
               Employee‟s salary in respect of this benefit. The Employee shall be entitled to a contribution from the Company in a sum
               of NIS ________ a month, in respect of the cellular telephone expenses. Any expense besides the aforesaid amount shall
               be deducted from the Employee‟s salary.

     4.10      The Company shall deduct at source, from the gross salary and from all the payments made to the Employee, insofar as
               there are any, any tax, levy or other mandatory payment that must be deducted at source pursuant to any law.

5.   Confidentiality

     5.1       The Employee undertakes to keep absolutely confidential, not to convey to any third party and not to publish or
               howsoever use, himself or through others, directly or indirectly, any information, plan, material, theoretical, scientific or
               practical document, whether written or oral, in relation to or in connection with any matter coming into his possession
               and/or reaching his knowledge in respect and/or in consequence of his work in and/or for the Company, during the course
               of his employment with the Company or thereafter, save with the express, prior and written consent of the Company.

     5.2       During the term of his employment and thereafter, the Employee undertakes not to convey and/or howsoever use
               information of the Company or information coming into his possession in the scope of his employment with the Company
               and/or in connection with the Company that is not in the public domain, to maintain confidentiality in respect of
               everything to do with the Company‟s business and affairs and not to howsoever prejudice the Company‟s goodwill and/or
               circle of customers.

     5.3       The terms and conditions of this agreement shall be kept secret and the parties undertake not to furnish any information in
               connection with the terms and conditions hereof to any other person and/or entity, unless required to do so pursuant to the
               law.

     5.4       The Employee‟s obligation to maintain confidentiality pursuant to clauses 5.1 to 5.3 above are unlimited by time or place
               and shall continue to be valid in Israel and overseas also after the termination of this agreement for any cause or if for any
               reason the employment relationship and the contract between the Employee and the Company come to an end.

     5.5       Information for the purposes of clauses 5.1 to 5.3 is any information relating to the Company, including – and without
               derogating from the generality of the aforesaid – information in respect of the Company‟s customers, business, plans,
               professional secrets, trade secrets, technological secrets, including design, planning, formulae, technology, R&D of the
               Company, reaching the Employee in consequence of or in connection with the performance of his position in the
               Company. On the execution hereof, the Employee shall sign a detailed confidentiality undertaking.

6.   Non-competition

     6.1       The Employee undertakes that throughout the term of his employment with the Company and for a period of five years
               after the termination of the employment relationship between him and the Company, for any reason, on the Employee‟s
               initiative or on the Company‟s initiative, he may not engage, directly or indirectly, as a salaried employee, self-employed,
               partner, contractor, consultant and in any other way, in Israel and abroad, in any business that is such as to compete with
               the Company and/or make use of contacts with customers of the Company created in the scope and/or course of his
               employment with the Company that is such as to compete with the Company.


                                                                  4
7.     [Intellectual] Property rights

       7.1        For the avoidance of doubt, it is warranted that the Employee shall not have any copyright and/or other [intellectual]
                  property rights arising in consequence of his work for the Company and/or in consequence of the contractual relationship
                  pursuant hereto or howsoever in connection with his contractual relationship with the Company, including – and without
                  derogating from the generality of the aforesaid: trade names, any idea, invention, know-how, discovery or development,
                  research, plan, specification, drawing and/or any other document prepared by him and/or in the Company, whether fit for
                  registration pursuant to the law or not, whether he prepared or participated in the preparation thereof as aforesaid in the
                  framework of the contract or not, and any instrument, method, process arising in the framework or in consequence of the
                  contractual relationship or howsoever in connection with the contractual relationship as aforesaid. These rights shall
                  belong to the Company alone, and the Employee shall sign any document required for the realization and registration of
                  the said rights.

       7.2        In the event of the termination of his employment and/or the contractual relationship with the Company for any reason, the
                  Employee undertakes to give the Company all the documents and information in his possession in connection with his
                  work for the Company and not to take with him any documents relating to any rights and contract [sic] of the Company.

       7.3        It is expressly agreed that all the know-how arising in consequence and in the course of the performance of the
                  Employee‟s work for the Company pursuant hereto shall belong in full to the Company, which may use them at any time
                  and for any purpose (including in the event that the agreement is terminated or suspended), and they shall be governed by
                  the duty of confidentiality and non-use mentioned above.

8.     Non-applicability of the Hours of Work and Rest Law, 5711-1951

       8.1        Since the Employee works in a position requiring a special degree of personal confidence and since his work is such that
                  the conditions of his employment and the circumstances thereof do not allow the Company any supervision over his hours
                  of work and rest, the provisions of the Hours of Work and Rest Law, 5711-1951 shall not apply to the Employee‟s work
                  and/or the consideration in respect thereof.

       8.2        Without prejudice to the generality of the aforesaid, it is agreed that the consideration payable to the Employee pursuant
                  hereto includes all the amounts due to him for working overtime or on days of rest and if he did not work overtime, the
                  consideration to which he would be entitled would be 25% less than the consideration he is actually receiving. If,
                  notwithstanding the aforesaid, the Company is for any reason called upon to pay additional consideration in respect of
                  overtime and/or work on days of rest, the Employee undertakes to repay the additional consideration he receives in the
                  amount of 25% of his salary as aforesaid. For the avoidance of doubt, the Employee hereby grants the Company
                  permission to set off, from any consideration due to him from the Company, the additional consideration as aforesaid.

9.     General

       9.1        This agreement reflects everything agreed between the parties and revokes any representation, understanding or consent
                  reached, if at all, prior to its execution, including – and without derogating from the generality of the aforesaid – the
                  memorandum of understanding executed between the parties.

       9.2        Any alteration to this agreement shall only be made in writing and with both parties‟ agreement. An alteration made in
                  another manner shall lack any effect vis-à-vis the parties.

       9.3        The addresses of the parties hereto are as set forth in the recitals. Any notice sent by registered mail to the other party in
                  accordance with his address as aforesaid shall be deemed received by the addressee three days after being mailed and if
                  delivered by hand – at the time of its delivery.

       9.4        The clause headings herein are for convenience purposes only and shall not have any legal effect.

       9.5        The parties shall cooperate with each other in good faith, insofar as required for the performance of this agreement in
                  accordance with its spirit and object.


                                                       As witness the hands of the parties :


/s/ AVI LEVY                                                              /s/ PIMI MARION HOLDINGS LTD
Name: AVI LEVY       Name: PIMI MARION HOLDINGS LTD

The Employee         The Company




                 5
Exhibit 10.8

                                                              PERSONAL SERVICE AGREEMENT


                                                          Made and signed on the 19 day of November 2008

BETWEEN:           Pimi Agro Cleantech LTD.
                      Company Number 513497123

                        from POB 117, Hotzot Alonim 30049

                        (hereinafter referred to as “the Company” )

                                                                                                                                 of the one part

AND:              Avi Lifshitz, CPA ID 055099899

                        from Beit Zaid ,Kiryat Tivon

                        (hereinafter referred to as “the Consultant” )

                                                                                                                               of the other part

WHEREAS                                    the Company wishes to hire the Consultant as its CFO (hereinafter referred to as “the Services”
                                           or " the Consultancy "), in accordance with the terms and conditions hereof;

AND WHEREAS                                the Consultant wishes to provide services to the Company, and presented himself as having the
                                           know-how, ability, experience and qualifications suitable for providing the Services;

AND WHEREAS                                the parties wish to define and regulate their legal relationship, as provided above and below in this
                                           agreement;

                        ACCORDINGLY, IT IS AGREED BETWEEN THE PARTIES AS FOLLOWS :

1.      General

        1.1       The recitals and appendices to this agreement constitute an integral part thereof.



                                                                     1
     1.2       The Consultant shall devote his energy and expertise to promote the Company‟s interests in the scope of his Services, and
               shall represent it loyally, reliably, with maximum effort and honestly, putting his ability and qualifications to maximum
               use and in accordance with his position and the instructions given to him and the assignments with which he is charged
               from time to time, by the Company‟s CEO, and subject to the framework and scope of the Services agreed upon between
               the parties. The Services will include inter alia:
                      · Managing and supervising the book keeping of the Company.
                      · Preparation of financial reports.
                      · Preparation of cash flow reports.
                      · Managing and supervising the financial activity of the Company.
                      · Managing and supervising the investments and free cash of the Company.
                      · Managing and supervising the payment to suppliers.
                      · Working with the varions authorities (Tax, VAT, Social Security, Chief Scientist, ect), and reporting to these
                        athorities.

           1.3 The Consultant undertakes to provide his Services conscientiously and loyally to use all his qualifications, knowledge and
               experience for the Company‟s benefit, to a high and efficient standard and as determined by the Company‟s CEO. The
               Consultant shall be subordinated to the Company‟s CEO.

           1.4 The Consultant shall notify the Company, immediately and without delay, of any matter or subject in which he and/or any
               of his family members and/or relatives and/or close associates and/or any entity and/or person related to him has a personal
               interest and/or that might create a conflict of interests with his Services to the Company and/or with the Company‟s
               activity.

           1.5 The Consultant shall not accept a benefit from any third party in consequence of and/or in connection with his work for the
               Company, unless the Company‟s board of directors has agreed thereto in writing.

2.   The scope and period of the Consultancy

     2.1       The Consultant‟s will start providing the Services on October 2008.

     2.2       Each party may bring the contractual relationship pursuant hereto to an end on written notice of 60 days until the
               Company raises capital from external investors and from such time on, written notice of 90 days (hereinafter referred to as
               “the notice” ). Subject to the provisions of clause 2.3 below, the Consultant shall be entitled, during the notice period, to
               all the terms pursuant to the Agreement.

     2.3       Once notice has been given as aforesaid by one of the parties, this agreement shall terminate at the end of the period of
               time specified in sub-clause 2.2 above, the Services shall be severed on the date specified in the notice and the following
               provisions shall apply:

               2.3.1         the Consultant shall provide Services during the notice period and shall continue to perform all his
                             obligations to the Company, unless the Company instructs him otherwise;

               2.3.2         the Consultant shall hand over the Consultancy position in an orderly manner to whomever the Company
                             directs;



                                                                  2
                2.3.3         the Consultant shall give the Company all the documents, equipment, information and any other material
                              coming into his possession or prepared by him in connection with his Services until the termination of this
                              Agreement.

     2.4        The Consultant shall provide his Services to the Company when ever needed to fulfill his tasks.

                2.5     In case, the shares of the Company shall be transferred to a US company (hereinafter referred to as " US Company
                "), which will hold Pimi's shares, the Consultant will provide the Services under this Agreement, to the US Company. For
                the avoidance of doubt, all the terms of this Agreement will apply fully on the Consultant to the US Company after such
                transfer of shares shall occur.

3.   Payments

     3.1         With respect to his Services in accordance with clause 2 above, the Company shall pay the Consultant and/or Ad wise
                 Ltd., a company which is under the control of the Consultant, (hereinafter referred to as “Ad wise” ) together a total sum
                 of NIS 10,000 a month plus VAT (hereinafter referred to as “the Consideration” ).
                The Consideration shall be divided as follows: a total cost to the Company of 2,500NIS will be paid as salary to the
                Consultant (hereinafter referred to as " Salary "). The balance that will remain after reducing the Salary, will be paid to Ad
                wise against a VAT invoice that shall be issued by Ad wise. For the avoidance of doubt, the Consideration will include
                all taxes, national insurance, pension fund, or any other social insurance and/or benefits, i.e. the Consideration will not
                exceed the total amount of 10,000 NIS plus VAT whatsoever.

     3.2        The Consideration shall be paid to the Consultant and/or Ad wise, by no later than the 10th day of each month, for the
                previous month. Ad wise will furnish a commercial invoice for its part out of the Consideration until the 7 th of each
                month.

     3.3        Notwithstanding the provisions of clause 3.1 above, until the date on which the Company raises capital from an external
                investors for a sum exceeding 1,000,000$, the Company shall pay the Consultant and/or Ad wise, from the Consideration,
                a sum of NIS 5,000 together with VAT, and the balance of the Consideration shall accrue to the credit of the Consultant
                and/or Ad wise and shall be paid to them after the raising of capital as aforesaid.

     3.5        The Company shall deduct from the Consultant Salary all the deductions required pursuant to the law, including national
                insurance, income tax and employer-employee provisions in respect of social benefits, such as leave pay, sick pay,
                convalescence pay, severance pay and the like. The parties agree that the Consultant shall not have any plea against the
                Company regarding any additional salary due to him in respect of his Services, besides the Salary. Ad wise shall deduct
                from its part of the Consideration all the deductions required pursuant to the law as mentioned above.

     3.6        It is agreed that the consideration payable to the Consultant pursuant hereto also includes all the amounts due to the
                Consultant in respect of overtime or work on days of rest and if the Consultant did not work overtime, the consideration to
                which he would be entitled would be 25% less than the consideration he is actually receiving. If, notwithstanding the
                aforesaid, the Company is called upon to pay, by reason of a claim of the Consultant, additional consideration in respect of
                overtime and/or work on days of rest, the Consultant undertakes to repay the additional consideration he receives in the
                amount of 25% of his payments as aforesaid. For the avoidance of doubt, the Consultant hereby grants the Company
                permission to set off, from any consideration due to him from the Company, the additional consideration as aforesaid.

     3.7        It is hereby expressed and agreed that the Consideration has been determined having regard to the fact that the total
                Consideration embodies all the payments elements due to the Consultant for his Services and that the Company shall not
                have any additional costs in respect of his Consultancy and/or the termination thereof, including, and without derogating
                from the generality of the aforesaid, various social terms, severance pay and any wage to which the Consultant is entitled
                or it is determined that he is entitled thereto. If, notwithstanding the aforesaid, the Company is called upon to pay, by
                reason of a claim of the Consultant, any additional consideration in respect of a deduction pursuant to the law, including
                national insurance, income tax and employer-employee provisions in respect of social benefits, such as leave pay, sick
                pay, convalescence pay, severance pay and the like, the Consultant undertakes to repay the additional consideration
                received by him to the Company, in the amount of 35% of his payments as aforesaid. For the avoidance of doubt, the
                Consultant hereby grants the Company permission to set off, from any consideration due to him from the Company, the
                additional consideration as aforesaid.

4.   Options

     4.1        The Consultant shall be entitled, in the framework of the ESOP for 2008 of the Company, to option for ordinary shares of
                the Company constituting approx 62,355 shares for a vesting period of 4 years from commencement of this Agreement.
               Hence, 15,589 shares, for each full year in which he Consults for the Company, all accordance with the Option Agreement
               which will be signed by the parties.

5.   Confidentiality


     5.1       The Consultant undertakes to keep absolutely confidential, not to convey to any third party and not to publish or
               howsoever use, himself or through others, directly or indirectly, any information, plan, material, theoretical, scientific or
               practical document, whether written or oral, in relation to or in connection with any matter coming into his reaching his
               knowledge in respect and/or in consequence of his Consultation in and/or for the Company, during the course of his
               engagement with the Company or thereafter, save with the express, prior and written consent of the Company.


                                                                  3
     5.2        During the term of this Agreement and thereafter, the Consultant undertakes not to convey and/or howsoever use
                information of the Company or information coming into his Consultation in the scope of his engagment with the Company
                and/or in connection with the Company that is not in the public domain, to maintain confidentiality in respect of
                everything to do with the Company‟s business and affairs and not to howsoever prejudice the Company‟s goodwill and/or
                circle of customers.

     5.3        The terms and conditions of this agreement shall be kept secret and the parties undertake not to furnish any information in
                connection with the terms and conditions hereof to any other person and/or entity, unless required to do so pursuant to the
                law.

     5.4        The Consultant‟s obligation to maintain confidentiality pursuant to clauses 5.1 to 5.3 above are unlimited by time or place
                and shall continue to be valid in Israel and overseas also after the termination of this Agreement for any cause or if for any
                reason the employment relationship and the Agreement between the Consultant and the Company come to an end.

     5.5        Information for the purposes of clauses 5.1 to 5.3 is any information relating to the Company, including – and without
                derogating from the generality of the aforesaid – information in respect of the Company‟s customers, business, plans,
                professional secrets, trade secrets, technological secrets, including design, planning, formulae, technology, R&D of the
                Company, reaching the Consultant in consequence of or in connection with the performance of his position in the
                Company.

6.   Non-competition

     6.1        The Consultant undertakes that throughout the term of this Agreement and for a period of five years after the termination
                of the Consultancy relationship between him and the Company, for any reason, on the Consultant‟s initiative or on the
                Company‟s initiative, he may not engage, directly or indirectly, as a salaried employee, self-employed, partner, contractor,
                consultant and in any other way, in Israel and abroad, in any business that is such as to compete with the Company and/or
                make use of contacts with customers of the Company created in the scope and/or course of his employment with the
                Company that is such as to compete with the Company.

7.   [Intellectual] Property rights

     7.1        For the avoidance of doubt, it is warranted that the Consultant shall not have any copyright and/or other [intellectual]
                property rights arising in consequence of his engagement with the Company and/or in consequence of the contractual
                relationship pursuant hereto or howsoever in connection with his contractual relationship with the Company, including –
                and without derogating from the generality of the aforesaid: trade names, any idea, invention, know-how, discovery or
                development, research, plan, specification, drawing and/or any other document prepared by him and/or in the Company,
                whether fit for registration pursuant to the law or not, whether he prepared or participated in the preparation thereof as
                aforesaid in the framework of the contract or not, and any instrument, method, process arising in the framework or in
                consequence of the contractual relationship or howsoever in connection with the contractual relationship as aforesaid.
                These rights shall belong to the Company alone, and the Consultant shall sign any document required for the realization
                and registration of the said rights.

     7.2        In the event of the termination of his Consultation and/or the contractual relationship with the Company for any reason,
                the Consultant undertakes to give the Company all the documents and information in his possession in connection with his
                work for the Company and not to take with him any documents relating to any rights and contract of the Company.

     7.3        It is expressly agreed that all the know-how arising in consequence and in the course of the performance of the
                Consultant‟s work for the Company pursuant hereto shall belong in full to the Company, which may use them at any time
                and for any purpose (including in the event that the agreement is terminated or suspended), and they shall be governed by
                the duty of confidentiality and non-use mentioned above.

                                                                   4
8.      General


        8.1          This agreement reflects anything which was agreed between the parties and revokes any representation, understanding or
                     consent reached, if at all, prior to its execution/

        8.2          Any alteration to this agreement shall only be made in writing and with both parties‟ agreement. An alteration made in
                     another manner shall lack any effect vis-à-vis the parties.

        8.3          The addresses of the parties hereto are as set forth in the recitals. Any notice sent by registered mail to the other party in
                     accordance with his address as aforesaid shall be deemed received by the addressee three days after being mailed and if
                     delivered by hand – at the time of its delivery.

        8.4          The clause headings herein are for convenience purposes only and shall not have any legal effect.

        8.5          The parties shall cooperate with each other in good faith, insofar as required for the performance of this agreement in
                     accordance with its spirit and object.

9.      D&O Insurance

        9.1          The Company will insure the Consultant under Directors and Officers Insurance, at an adequate amount that will be
                     determined by the board, once registration of the shares by the US Company in NASDQ OTC B/B will be executed.

                                                          As witness the hands of the parties :


The Consultant                                                               The Company



/s/ Avi Lifshitz                                                             /s/ Pimi Agro Cleantech LTD.
Name: Avi Lifshitz                                                           Name: Pimi Agro Cleantech LTD.




I, the undersigned, confirm and approve the above mentioned


/s/ Ad Wise Ltd
Name: Ad Wise Ltd
Exhibit 10.9
                                                          Pimi Marion Holdings Ltd.
                                                           2008 Share Option Plan




     1. NAME


          Pimi Marion Holdings Ltd. (the “Company”) hereby makes this share option plan, which shall be known as the Pimi Marion Ltd.
          2008 Share Option Plan (this “Plan”). The Company may amend this Plan from time to time.

     2. PURPOSE OF THE PLAN

               2.1. This Plan is intended as an incentive to retain on the Company‟s Board of Directors (the “Board”), and in the Company‟s and
                    its subsidiaries‟ employ, persons of training, experience, and ability, to attract new directors, employees, consultants and
                    contractors whose services are considered unusually valuable, to encourage the sense of proprietorship of such persons, and
                    to stimulate the active interest of such persons in the development and financial success of the Company.

               2.2. The Plan is intended to provide such individuals with opportunities to purchase regular shares in the Company, pursuant to
                    the Plan as approved by the Board, and is designed to benefit from, and may be made pursuant to, the provisions of Section
                    102 of the Israeli Income Tax Ordinance [New Version] 1961 (“Section 102”) and any regulations, rules, orders or
                    procedures promulgated thereunder with respect to options granted to employees of the Company, as defined below, if so
                    determined by the Board or by the Committee.

     3. ADMINISTRATION OF THE PLAN

               3.1. The Board, or in its discretion a Share Option Committee (the “Committee”) appointed and maintained by the Board, shall
                    have the power to administer the Plan. The Committee shall consist of such members of the Board (not less than two (2) in
                    number) as may be determined by the Board, and any member of such Committee shall be eligible to receive Options under
                    the Plan while serving on the Committee, unless otherwise specified in this Plan.

               3.2. The Board or the Committee shall have full power and authority to (i) designate participants; (ii) determine the terms and
                    provisions (which need not be identical) of Option Agreements, , including but not limited to the number of shares in the
                    Company to be covered by each Option, provisions concerning the time or times when and the extent to which the Options
                    may be exercised, and the nature and duration of restrictions on transfer or restrictions constituting substantial risk of
                    forfeiture; (iii) accelerate the right of an optionee to exercise, in whole or in part, any previously granted Option;
                    (iv) interpret the provisions and supervise the administration of the Plan; and(v) determine any other matter which is
                    necessary or desirable for, or incidental to, administration of the Plan.

               3.3. The Board or the Committee shall have the authority to grant in its discretion to the holder of an outstanding Option, in
                    exchange for the surrender and cancellation of such Option, a new Option having a purchase price lower than provided in the
                    Option so surrendered and canceled, and containing such other terms and conditions as the Board or the Committee may
                    prescribe in accordance with the provisions of the Plan.

               3.4. All decisions and selections made by the Board or the Committee pursuant to the provisions of the Plan shall be made by a
                    majority of its members, except that no member of the Board or Committee shall vote on, or be counted for quorum
                    purposes, with respect to any proposed action of the Board or Committee relating to any Options to be granted to that
                    member. Any decision reduced to writing and signed by all the members who are authorized to make such decision shall be
                    fully effective as if it had been made by a majority at a meeting duly held.

               3.5. Each member of the Board or the Committee shall be indemnified and held harmless by the Company against any cost or
                    expense (including counsel fees) reasonably incurred by him, or any liability (including any sum paid in settlement of a
                    claim with the approval of the Company) arising out of any act or omission to act in connection with the Plan unless arising
                    out of such member‟s own fraud or bad faith, to the extent permitted by applicable law. Such indemnification shall be in
                    addition to any rights of indemnification that the member may have as a Director or otherwise under the Company‟s Articles
                    of Association, any agreement, any vote of shareholders or disinterested directors, or otherwise.



                                                                        1
 4. DESIGNATION OF PARTICIPANTS

    4.1. The persons eligible for participation in the Plan as recipients of Options shall include any employees of the Company or of
         any subsidiary of the Company. Directors of the Company or of any subsidiary of the Company who are not employees of
         the Company or its subsidiaries, and consultants or contractors of the Company or its subsidiaries, shall also be eligible for
         participation in the Plan as recipients of Options.

    4.2. The grant of an Option under this Plan shall neither entitle the recipient to participate, nor disqualify him from participating
         in, any other grant of Options pursuant to this Plan, or any other option or stock plan of the Company or any of its affiliates.

 5. TRUSTEE

           In the event that the Options shall be granted to employees of the Company pursuant to the provisions of Section 102, they
           shall be issued to a trustee (the “Trustee”) nominated by the Board or the Committee (in accordance with the provisions of
           Section 102) and held for the benefit of the Option recipients for a period of not less than two (2) years (24 months) from
           the date of the grant of the Option. The Trustee may also hold in trust any shares issued upon exercise of such Options.

6. SHARES RESERVED FOR THE PLAN, AND RESTRICTIONS

    6.1. Subject to adjustment as provided in Paragraph 8 below, a total of 623,547 (Sixty Two Thousand Five Hundred Forty Seven)
         Regular Shares, NIS 0.01 par value per share of the Company, (the “Shares”) shall be subject to this Plan. The Shares subject
         to the Plan are hereby reserved for sale for such purpose.

    6.2. Any of such Shares which may remain unsold and which are not subject to outstanding Options at the termination of the Plan
         shall cease to be reserved for the purpose of the Plan, but until termination of the Plan the Company shall at all times reserve
         a sufficient number of Shares to meet the requirements of the Plan. If any Option for any reason expires or is canceled prior
         to its exercise or relinquishment in full, the Shares that are the subject of such Option may again be subjected to an Option
         under the Plan.

    6.3. Anyone who purchased Shares under this Plan upon the exercise of Options shall have no voting rights as a shareholder (in
         any and all matters whatsoever) until the consummation of a public offering of the Company‟s Shares (the “IPO”). Until an
         IPO, such Shares shall be voted by a proxy pursuant to the directions of the Board, such proxy to be to the person or persons
         designated by the Board. All Shares issued upon exercise of the Options shall entitle the holder thereof to receive dividends
         and other distributions thereon.

7. OPTION PRICE

    7.1. The purchase price of each Share subject to an Option or any portion of it shall be determined by the Board or the Committee
         in its sole and absolute discretion in accordance with applicable law, subject to guidelines as shall be determined by the
         Board from time to time.

    7.2. The option price shall be payable upon the exercise of the Option in cash, by check, or other form satisfactory to the Board
         or the Committee.

    7.3. The proceeds received by the Company from the sale of Shares subject to an Option granted under the Plan will be added to
         the general funds of the Company and used for its corporate purposes.


                                                               2
8. ADJUSTMENTS

   Upon the occurrence of any of the following described events, an optionee‟s rights to purchase Shares under the Plan shall be
   adjusted as hereinafter provided:

    8.1. If the Company is separated, reorganized, merged, consolidated, or amalgamated with or into another corporation while
         unexercised Options remain outstanding under the Plan, there shall be substituted for the Shares subject to the unexercised
         portions of such outstanding Options an appropriate number of shares of each class of shares or other securities of the
         separated, reorganized, merged, consolidated or amalgamated corporation which were distributed to the shareholders of the
         Company in respect of their Shares, and appropriate adjustments shall be made in the purchase price per share or other
         security to reflect such action.

    8.2. If the Company is liquidated or dissolved while unexercised Options remain outstanding under the Plan, then all such
         outstanding Options may be exercised in full by the Optionee as of the effective date of any such liquidation or dissolution of
         the Company without regard to the installment exercise provisions of Section 9 below.

    8.3. If the outstanding shares of the Company shall at any time be changed or exchanged by declaration of a stock dividend, stock
         split, combination or exchange of shares, recapitalization, or any other like event by or of the Company, and as often as the
         same shall occur, then the number, class, and kind of Shares subject to the Option theretofore granted shall be appropriately
         and equitably adjusted so that upon exercise of the option the Optionee will receive whatever securities such Optionee would
         have received had the option been exercised immediately prior to the above mentioned events, without changing the
         aggregate Option price. Upon the happening of any of the foregoing, the class and aggregate number of Shares issuable
         pursuant to the Plan (as set forth in paragraph 6 above), in respect of which options have not yet been exercised, shall be
         appropriately adjusted.

    8.4. In the event of a rights issuance to shareholders of the Company to purchase any securities issued by the Company, no
         adjustment shall be made with respect to such option theretofore granted, but such rights will be issued also to the Optionee
         inasmuch as the Optionee would have been entitled thereto had such option been exercised immediately prior to the record
         date for such rights issuance; provided however that such rights issued to the Optionee may be exercised only if and when
         the option is exercised and only to the extent that such rights have been issued in respect of the Shares purchased upon the
         exercise of such option. The exercise price of any rights issued in respect of outstanding options shall be subject to such
         adjustments as may be determined by the Board when the rights issuance is made to account for any postponement of the
         exercise of such rights pursuant to the foregoing.

    8.5. Anything herein to the contrary notwithstanding, if prior to the completion of the IPO, all or substantially all of the Shares of
         the Company are to be sold, or upon a merger or reorganization or the like, the Shares of the Company, or any class thereof,
         are to be exchanged for securities of another company, then in such event, each optionee shall be obliged to sell or exchange,
         as the case may be, the Shares such optionee purchased under the Plan, in accordance with the instructions then issued by the
         Board.

9. TERM AND EXERCISE OF OPTIONS

    9.1. Options shall be exercised by the Optionee by giving written notice to the Company, which exercise shall be effective upon
         receipt of such notice together with check or cash payment of the purchase price of the Shares for which the option is
         exercised by the Company at its principal office. The notice shall specify the number of Shares with respect to which the
         Option is being exercised. The written notice, if delivered prior to completion of the Company‟s Initial Public Offering, shall
         be accompanied by a proxy for voting in the Company‟s general meeting duly executed by the Optionee, in a form
         authorized by the Company.

    9.2. Each Option granted under this Plan shall vest and be exercisable on the date and for the number of Shares as shall be
         provided in the Option Agreement evidencing the Option and setting forth the terms thereof. However, no Option shall be
         exercisable after the expiration of ten years from the date of grant.

    9.3. Options granted under the Plan shall not be transferable by optionees other than by will or laws of descent and distribution,
         and during an optionee‟s lifetime shall be exercisable only by that optionee.

    9.4. Options granted to employees or directors may not be exercised after the termination of employment and/or service as a
         director unless
9.4.1. prior to the date of such termination, the Board or the Committee shall authorize, in the relevant Option
       Agreement or otherwise, an extension of the term of all or part of the Option beyond the date of such termination
       for a period not to exceed the period during which the Option by its terms would otherwise have been
       exerciseable;



                                                3
                      9.4.2. termination is without cause (as determined by an applicable court), in which event any Options still in force and
                             unexpired may be exercised within a period of the lesser of (i) ninety (90) days from the date of such
                             termination, or (ii) the remainder of the period during which the Option by its terms would otherwise have been
                             exerciseable, but only with respect to the number of Shares purchasable at the time of such termination;

                      9.4.3. termination is the result of death or disability, in which event any Options still in force and unexpired may be
                             exercised within a period of the lesser of (i) six (6) months from the date of termination, or (ii) the remainder of
                             the period during which the Option by its terms would otherwise have been exerciseable, but only with respect to
                             the number of Shares purchasable at the time of such termination; or

                      9.4.4. termination of employment is the result of retirement under any deferred compensation agreement or retirement
                             plan of the Company or of any subsidiary of the Company or after the age of 60, while Options granted under this
                             Plan are still in force and unexpired, in which case the Board or Committee shall have the discretion to permit any
                             unmatured installments of the Options to be accelerated for exercise as of the later of the date of retirement or a
                             date one year following the date of grant, but in any event no later than the date on which the Option by its terms
                             would have otherwise expired, and the Options shall thereupon be exercisable in full without regard to the
                             installment exercise provisions of this Section.

             9.5. The holders of Options shall not be, or have any of the rights or privileges of, shareholders of the Company in respect of any
                  Shares purchasable upon the exercise of any part of an Option unless and until, following exercise of any part of an Option,
                  but subject always to the provisions of Section 5 above, certificates representing such Shares shall have been issued by the
                  Company and delivered to such holders.

             9.6. Any form of Option Agreement authorized by the Plan may contain such other provisions as the Board or the Committee
                  may, from time to time, deem advisable. Without limiting the foregoing, the Board or the Committee may, with the consent
                  of the optionee, from time to time cancel all or any portion of any option then subject to exercise, and may approve in such
                  case that the Company‟s obligation in respect of such Option may be discharged by

                      9.6.1. payment to the optionee of an amount in cash equal to the excess, if any, of the fair market value of the Shares at
                             the date of such cancellation subject to the portion of the Option so canceled over the aggregate purchase price of
                             such Shares;

                      9.6.2. the issuance or transfer to the optionee of Shares of the Company with a Fair Market Value at the date of such
                             transfer equal to any such excess; or

                      9.6.3. a combination of cash and Shares with a combined value equal to any such excess, all as determined by the Board
                             or the Committee in its sole discretion.

    10. ASSIGNMENT AND SALE

                    Any Options shall not be assigned, transferred, pledged, or otherwise given as collateral to any third party whatsoever, and
                    during the lifetime of the optionee each and all of such optionee‟s rights to purchase Shares under this Plan shall be
                    exercisable only by such optionee.

    11. PURCHASE OF INVESTMENT

                    Unless Shares covered by the Plan have been listed for trade on any stock exchange (of any jurisdiction), or the Company
                    has determined that such registrations are unnecessary, each person exercising an Option under the Plan shall if so required
                    by the Company give a representation in writing that he is acquiring such shares for his own account, for investment, and
                    not with a view to, or for sale in connection with, the distribution of any part thereof.

    12. TERM OF THE PLAN

The plan shall be effective as of September 7, 2008 , and shall continue, unless otherwise determined by the Company, for ten (10) years.
13. AMENDMENTS OR TERMINATION


    The Board may, at any time and from time to time, amend, alter, or discontinue the Plan, except that no amendment or alteration
    shall be made which would impair the rights of the holder of any Option theretofore granted without his consent, and except that no
    amendment or alteration shall be made which, without the approval of the shareholders, would:


    13.1. Increase the total number of Shares reserved for the purposes of the Plan, except as is provided in Section 6, or decrease the
          option price provided in Section 7, or change the class of persons eligible to participate in the Plan as provided in Section 4,
          or


    13.2. Extend the option period provided for in Section 9.

14. GOVERNMENT REGULATIONS

            The Plan, and the granting and exercise of Options under this Plan, and the obligation of the Company to sell and deliver
            Shares under such Options, shall be subject to all applicable laws, rules, and regulations, whether of the State of Israel or of
            the United States or any other State having jurisdiction over the Company and the optionee including the registration of the
            Shares under the U.S. Securities Act of 1933, as amended, and to such approvals by any governmental agencies or national
            securities exchanges as may by required.

15. CONTINUANCE OF EMPLOYMENT

            Neither the Plan nor the Option Agreement with the optionees shall impose any obligation on the Company or a subsidiary
            thereof, to continue any optionee in its employ, and nothing in the Plan or in any Option granted pursuant to this Plan shall
            confer upon any optionee any right to continue in the employ of the Company or a subsidiary thereof, or restrict the right of
            the Company or a subsidiary thereof, to terminate such employment at any time.

16. GOVERNING LAW

            This Plan shall be governed by and construed and enforced in accordance with the laws of the State of Israel applicable to
            contracts made and to be performed therein, without giving effect to the principles of conflict of laws.

17. TAX CONSEQUENCES

            Any tax consequences arising from the grant or exercise of any Option, from the payment for Shares covered thereby. or
            from any other event or act (of the Company or the optionee) under this Plan, shall be borne solely by the optionee.
            Furthermore, the optionee shall agree to indemnify the Company and the Trustee, and hold them harmless against and from
            any and all liability for any such tax or interest or penalty thereon, including without limitation, liabilities relating to the
            necessity to withhold, or to have withheld, any such tax from any payment made to the optionee.

18. NON-EXCLUSIVITY OF THE PLAN

            The adoption of the Plan by the Board shall not be construed as amending, modifying, or rescinding any previously
            approved incentive arrangements or as creating any limitations on the power of the Board to adopt such other incentive
            arrangements as it may deem desirable, including without limitation, the granting of stock options otherwise than under the
            Plan, and such arrangements may be either applicable generally or only in specific cases.

            The terms of each Option may differ from other Options granted under the Plan at the same time, or at any other time. The
            Committee may also grant more than one Option to a given optionee during the term of the Plan, either in addition to, or in
            substitution for, one or more Options previously granted to that optionee.


                                                                4
                                      Pimi Agro Clean Technologies LTD.

           OPTION AGREEMENT
           Made as of the 16 day of Febuary, 2009




BETWEEN:    Pimi Agro Clean Technologies Ltd.
           (previously "Pimi Marion Holdings Ltd.")
           A company incorporated in Israel
           registered office is at P.O. Box 117
           Hutzot Alonim 30049, Israel
           (hereinafter the “ Company” )


            on the one part




AND:        Youval Saly
           I.D. No. 54960158
            Hashomrim St 2a, Kiryat Tivon, Israel
            (hereinafter the “ Optionee ”)


           on the other part




WHEREAS       On September 7, 2008, the Company duly adopted and the Board approved the “Pimi 2008 Option Plan” a copy of
              which is attached as Appendix A hereto, forming an integral part hereof (the “ Appendix A ”); and -

WHEREAS       Pursuant to the Appendix A and to Pimi 2008 Option Plan (the “Plan”), the Company has decided to grant Options
              to purchase Shares of the Company to the Optionee, and the Optionee has agreed to such grant, subject to all the
              terms and conditions as set forth in the Plan and as provided herein;


                                                        5
NOW, THEREFORE , it is agreed as follows:


1.          Preamble and Definitions

1.1              The preamble to this agreement constitutes an integral part hereof.

1.2           Unless otherwise defined herein, capitalized terms used herein shall have the meaning ascribed to them in the Appendix A .

2.          Grant of Options

           2.1          The Company hereby grants to the Optionee the number of Options as set forth in Appendix B hereto, each Option shall be
                        exercisable for one Regular Share, upon payment of the Purchase Price as set forth in Appendix B , subject to the terms and
                        the conditions as set forth in the Appendix A and as provided herein.

           2.2          The Optionee is aware that the Company intends in the future to issue additional shares and to grant additional options to
                        various entities and individuals, as the Company in its sole discretion shall determine.

3.         Period of Option and Conditions of Exercise

           3.1          The terms of this Option Agreement shall commence on the Date of Grant and terminate at the Expiration Date, or at the
                        time at which the Option expires pursuant to the terms of the Appendix A or pursuant to this Option Agreement.

           3.2          Options may be exercised only to purchase whole Shares, and in no case may a fraction of a Share be purchased. If any
                        fractional Share would be deliverable upon exercise, such fraction shall be rounded up one-half or less, or otherwise rounded
                        down, to the nearest whole number.

      4.     FIRST ALTERNATIVE

           Notwithstanding anything to the contrary in Section 8.1 of the Plan and in addition thereto, if in any such Transaction as described in
           Section 8.1 of the Plan, the Successor Company (or parent or subsidiary of the Successor Company) does not agree to assume or
           substitute for the Options, the Vesting Dates shall be accelerated so that any unvested Option shall be immediately vested in full as of
           the date which is ten (10) days prior to the effective date of the Transaction, and the Committee shall notify the Optionee that the
           unexercised Options are fully exercisable for a period of ten (10) days from the date of such notice, and that any unexercised Options
           shall terminate upon the expiration of such period.

           If the Successor Company (or parent or subsidiary of the Successor Company) agrees to assume or substitute for the Options and
           Optionee‟s employment with the Successor Company is terminated by the Successor Company without “Cause” within one year of the
           closing of such Transaction, the Vesting Dates shall be accelerated so that any unvested portion of the substituted Option shall be
           immediately vested in full as of the date of such termination without Cause.


                                                                             6
5.      Vesting; Period of Exercise

       Subject to the provisions of the Plan and Appendix A, Options shall vest and become exercisable according to the Vesting Dates set
       forth in Appendix B hereto, provided that the Optionee is an Employee of the Company and/or its Affiliates on the applicable Vesting
       Date . In case the Optionee is no longer an Employee of the Company and/or its Affiliates, the Optionee will be entitled to receive the
       Options which were accumulated on a quarterly basis, up to the date of termination of his employment with the company.

       All unexercised Options granted to the Optionee shall terminate and shall no longer be exercisable on the Expiration Date, as described
       the Appendix A.

6.      Exercise of Options

       6.1        Options may be exercised in accordance with the provisions of Section 9.1 of the Plan.

       6.2        In order for the Company to issue Shares upon the exercise of any of the Options, the Optionee hereby agrees to sign any
                  and all documents required by any applicable law and/or by the Company's Articles of Association.

       6.3        The Company shall not be obligated to issue any Shares upon the exercise of an Option if such issuance, in the opinion of
                  the Company, might constitute a violation by the Company of any provision of law.
7.      Restrictions on Transfer of Options and Shares

        7.1       The transfer of Options and the transfer of Shares to be issued upon exercise of the Options shall be subject to the limitations
                  set forth in the Plan and in the Appendix A and in the Company‟s Articles of Association.

        7.2      With respect to any Approved 102 Option, subject to the provisions of Section 102 and any rules or regulation or orders or
                 procedures promulgated thereunder, an Optionee shall not be entitled to sell or release from trust any Share received upon
                 the exercise of an Approved 102 Option and/or any share received subsequently following any realization of rights,
                 including without limitation, bonus shares, until the lapse of the Holding Period required under Section 102 of the
                 Ordinance.

        7.3       With respect to Unapproved 102 Option, if the Optionee ceases to be employed by the Company or any Affiliate, the
                  Optionee shall extend to the Company and/or its Affiliate a security or guarantee for the payment of tax due at the time of
                  sale of Shares, all in accordance with the provisions of Section 102 and the rules, regulation or orders promulgated
                  thereunder.

        7.4       The Optionee acknowledges that in the event Company's shares shall be registered for trading in any public market, the
                  Optionee‟s right to sell Shares may be subject to limitations (including a lock-up period), as will be requested by the
                  Company or its underwriters, and the Optionee unconditionally agrees and accepts any such limitations.

The Optionee acknowledges that in order to enforce the above restriction, the Company may impose stop-transfer instructions with respect to
the exercised Shares.

        7.5       The Optionee shall not dispose of any Shares in transactions which violate, in the opinion of the Company, any applicable
                  laws, rules and regulations.

        7.6       The Optionee agrees that the Company shall have the authority to endorse upon the certificate or certificates representing the
                  Shares such legends referring to the foregoing restrictions, and any other applicable restrictions as it may deem appropriate
                  (which do not violate the Optionee's rights according to this Option Agreement).

8.      Taxes; Indemnification

        8.1       Any tax consequences arising from the grant or exercise of any Option, from the payment for Shares covered thereby or
                  from any other event or act (of the Company and/or its Affiliates, the Trustee or the Optionee), hereunder, shall be borne
                  solely by the Optionee. The Company and/or its Affiliates and/or the Trustee shall withhold taxes according to the
                  requirements under the applicable laws, rules, and regulations, including withholding taxes at source. Furthermore, the
                  Optionee hereby agrees to indemnify the Company and/or its Affiliates and/or the Trustee and hold them harmless against
                  and from any and all liability for any such tax or interest or penalty thereon, including without limitation, liabilities relating
                  to the necessity to withhold, or to have withheld, any such tax from any payment made to the Optionee.
8.2    The Optionee will not be entitled to receive from the Company and/or the Trustee any Shares allocated or issued upon the
       exercise of Options prior to the full payments of the Optionee‟s tax liabilities arising from Options which were granted to
       him and/or Shares issued upon the exercise of Options. For the avoidance of doubt, neither the Company nor the Trustee
       shall be required to release any share certificate to the Optionee until all payments required to be made by the Optionee have
       been fully satisfied.

8. 3   The receipt of the Options and the acquisition of the Shares to be issued upon the exercise of the Options may result in tax
       consequences. THE OPTIONEE IS ADVISED TO CONSULT A TAX ADVISER WITH RESPECT TO THE TAX
       CONSEQUENCES OF RECEIVING OR EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.


                                                            7
         8. 4     With respect to Approved 102 Options, the Optionee hereby acknowledges that he is familiar with the provisions of Section
                  102 and the regulations and rules promulgated thereunder, including without limitations the type of Option granted
                  hereunder and the tax implications applicable to such grant. The Optionee accepts the provisions of the trust agreement
                  signed between the Company and the Trustee, attached as Appendix C hereto, and agrees to be bound by its terms.

9.       Miscellaneous

9.1      No Obligation to Exercise Options . The grant and acceptance of these Options imposes no obligation on the Optionee to exercise it.

9.2      Confidentiality . The Optionee shall regard the information in this Option Agreement and its Appendixes attached hereto as
         confidential information and the Optionee shall not reveal its contents to anyone except when required by law or for the purpose of
         gaining legal or tax advice.

9.3      Continuation of Employment or Service . Neither the Plan, the Appendix A nor this Option Agreement shall impose any obligation
         on the Company or an Affiliate to continue the Optionee‟s employment or service and nothing in the Appendix A or in this Option
         Agreement shall confer upon the Optionee any right to continue in the employ or service of the Company and/or an Affiliate or
         restrict the right of the Company or an Affiliate to terminate such employment or service at any time.

9.4      Entire Agreement . Subject to the provisions of the Appendix A, to which this Option Agreement is subject, this Option Agreement,
         together with the Appendixs hereto, constitute the entire agreement between the Optionee and the Company with respect to Options
         granted hereunder, and supersedes all prior agreements, understandings and arrangements, oral or written, between the Optionee and
         the Company with respect to the subject matter hereof.

9.5      Failure to Enforce - Not a Waiver . The failure of any party to enforce at any time any provisions of this Option Agreement or the
         Appendix A shall in no way be construed to be a waiver of such provision or of any other provision hereof.

9.6      Provisions of the APPENDIX A . The Options provided for herein are granted pursuant to the Plan and Appendix A and said Options
         and this Option Agreement are in all respects governed by the Plan and Appendix A and subject to all of the terms and provisions of
         the Plan and Appendix A.

        Any interpretation of this Option Agreement will be made in accordance with the the Plan and Appendix A but in the event there
        is any contradiction between the provisions of this Option Agreement and the Plan and/or Appendix A, the provisions of the
        Option Agreement will prevail.


9.7      Binding Effect . The Plan, Appendix A and this Option Agreement shall be binding upon the heirs, executors, administrators and
         successors of the parties hereof.

9.8      Notices . All notices or other communications given or made hereunder shall be in writing and shall be delivered or mailed by
         registered mail or delivered by email or facsimile with written confirmation of receipt to the Optionee and/or to the Company at the
         addresses shown on the letterhead above, or at such other place as the Company may designate by written notice to the Optionee. The
         Optionee is responsible for notifying the Company in writing of any change in the Optionee‟s address, and the Company shall be
         deemed to have complied with any obligation to provide the Optionee with notice by sending such notice to the address indicated
         below.



/s/ Eitan Shmeuli
Name:Eitan Shmeuli
Position:Director


I, the undersigned, hereby acknowledge receipt of a copy of the Plan, Appendix A and accept the Options subject to all of the terms and
provisions thereof. I have reviewed the Plan, Appendix A and this Option Agreement in its entirety, have had an opportunity to obtain the
advice of counsel prior to executing this Option Agreement, and fully understand all provisions of this Option Agreement. I agree to
notify the Company upon any change in the residence address indicated above.
/s/ Youval Saly
Optionee's signature
Date:6/2/2009



Attachments:           Appendix A:    Pimi 2008 Share Option Plan


Appendix B:            Terms of the Option


Appendix C:            Trust Agreement



                                                     8
                                                APPENDIX B




                                           TERMS OF THE OPTION




Name of the Optionee:                                 Youval Saly
Date of Grant:                                                                         1.12.07
Designation:                                          Approved 102 Option: Capital Gain Option (CGO)
1.      Number of Options granted:                    311,773
2.      Purchase Price:                               0.01
3.      Vesting Dates:




                       Number of Options         Vesting Date
                       77,943                    1.12.2008
                       77,943                    1.12.2009
                       77,943                    1.12.2010
                       77,944              1.1 1.12.2011
4.      Expiration Date:                                            1.12.2017




                                                      9
                                                              Appendix c

                                                            Trust Agreement

                                              Made in Tel Aviv on September 17, 2008


BETWEEN:       S.G.S Trustee Ltd.
              Of Berkuvitz 4, Tel Aviv
              (hereinafter referred to as " the Trustee")
                                                                                                                                of the one part

AND:          Pimi Agro Cleantech Ltd, private company no. 513497123
               of Hozot Alonim, Alonim
              (hereinafter referred to as “ the Issuing Company ”)



                                                                                                                              of the other part


WHEREAS                        On September 7, 2008 the Company adopted a share issuance plan for its employees, directors or services
                               providers (hereinafter: " the Employees") , as its meaning of this term under section 102 to the Order
                               (hereinafter: " the Plan") ;

AND WHEREAS            According to the Plan, the Company shall issue from time to time shares or rights to receive shares to Employees,
                       by issuance of shares through a trustee;

AND WHEREAS           According to the Plan all the shares will be issued to the Trustee, which will hold the shares in trust, until the end of
                      the term as mentioned in the Order, the Income Tax rules (Tax Relief when Issuing Shares for Employees), 2003
                      (hereinafter : "the Rules"), the Plan and in this Trust Agreement;

AND WHEREAS            The Company has chosen Ronen Solomon, Adv. of S.G.S Trustees Ltd. to serve as a trustee for the purpose of the
                       Plan, and he has agreed to serve as trustee for all the employing companies and their employees;

                                                        NOW THEREFORE IT IS AGREED BETWEEN THE PARTIES AS FOLLOWS:



                                                                  10
  1. The recitals to this Trust Agreement constitute an integral part of it.

  2. According to the Plan, the Company's shares will be issued, only on the name of the Trustee, and the shares will be held by the Trustee
     until the end of the term, as defined in section 102 to the Order.

  3. Prior to the tax payment which applies, as stated in section 7 to the Rules, the shares will not be subject to transfer, assignment, pledge or
     any other lien with intent, and no power of attorney or deed of transfer, which are valid or will be valid in the future, excluding a transfer
     by virtue of will or in accordance with the law; In case the transfer of shares by virtue of will or law, section 102 of the Order and the
     Rules shall apply on the successor or Employers transferee.

  4. After the end of the term each Employee shall be entitled, at any time to instruct the trustee to transfer on his name the shares which he is
     entitled to, provided that the Trustee shall transfer the shares, unless the tax payment which applies on the Employee, according to
     section 102 to the Order and the Rules (hereinafter: " the Applicable Tax") has been paid, and the Trustee has evidence for the payment
     from the assessing officer.

  5. If, in accordance with the conditions of the Plan, the Employee will be granted with rights to purchase shares or will be issued with bonus
     shares, the rights or the shares or the bonus shares will be issued on the name of the Trustee. The Employee will be entitled to instruct the
     Trustee to exercise the rights or the bonus shares after the end of the term as determined in the Plan. The shares which are subject to the
     Plan will be issued to the Trustee according to section 2 to the Rules, and the Plan will apply on such shares, including the choice of the
     tax course and the instructions of this Trust Agreement. However, the period until the end of the term shall be counted from the share
     issuance that is driven from the rights or the bonus shares issued.

  6. The Company obligates toward the Trustee that it shall not issue shares to the Employees in the frame work of the Plan, unless the
     Employee will declare he knows that section 102 to the Order and the tax course apply on him, and his agreement in writing to the
     conditions of this Trust Agreement, and his obligation not to exercise the shares before the end of the period, as described in section 102
     to the order, is granted.

AS WITNESS THE HANDS OF THE PARTIES


 The Company                                                                    The Employee


/s/ Pimi Agro Cleantech Ltd                                                    /s/ S.G.S Trustee Ltd.




                                                                         11
                                     Pimi Agro Clean Technologies LTD.


           OPTION AGREEMENT
           Made as of the 16 day of November, 2008

BETWEEN:    Pimi Agro Clean Technologies Ltd.
           (previously "Pimi Marion Holdings Ltd.")
           A company incorporated in Israel
           registered office is at P.O. Box 117
           Hutzot Alonim 30049, Israel
           (hereinafter the “ Company” )
           on the one part

AND:        Avi Lifshitz, Cpa I.D. 055099899
           Beit Zaid, Kiryat Tivon, Israel
           (hereinafter the “ Optionee ”)

           on the other part


WHEREAS      On September 7, 2008, the Company duly adopted and the Board approved the “Pimi 2008 Option Plan” a copy of
             which is attached as Appendix A hereto, forming an integral part hereof (the “ Appendix A ”); and -

WHEREAS      Pursuant to the Appendix A and to Pimi 2008 Option Plan (the “Plan”), the Company has decided to grant Options
             to purchase Shares of the Company to the Optionee, and the Optionee has agreed to such grant, subject to all the
             terms and conditions as set forth in the Plan and as provided herein;



                                                      12
NOW, THEREFORE , it is agreed as follows:


1.          Preamble and Definitions

1.1              The preamble to this agreement constitutes an integral part hereof.

1.2                      Unless otherwise defined herein, capitalized terms used herein shall have the meaning ascribed to them in the Appendix A
                         .

2.          Grant of Options

           2.1          The Company hereby grants to the Optionee the number of Options as set forth in Appendix B hereto, each Option shall be
                        exercisable for one Regular Share, upon payment of the Purchase Price as set forth in Appendix B , subject to the terms and
                        the conditions as set forth in the Appendix A and as provided herein.

           2.2          The Optionee is aware that the Company intends in the future to issue additional shares and to grant additional options to
                        various entities and individuals, as the Company in its sole discretion shall determine.

3.         Period of Option and Conditions of Exercise

           3.1          The terms of this Option Agreement shall commence on the Date of Grant and terminate at the Expiration Date, or at the
                        time at which the Option expires pursuant to the terms of the Appendix A or pursuant to this Option Agreement.

           3.2          Options may be exercised only to purchase whole Shares, and in no case may a fraction of a Share be purchased. If any
                        fractional Share would be deliverable upon exercise, such fraction shall be rounded up one-half or less, or otherwise rounded
                        down, to the nearest whole number.

      4.     FIRST ALTERNATIVE

           Notwithstanding anything to the contrary in Section 8.1 of the Plan and in addition thereto, if in any such Transaction as described in
           Section 8.1 of the Plan, the Successor Company (or parent or subsidiary of the Successor Company) does not agree to assume or
           substitute for the Options, the Vesting Dates shall be accelerated so that any unvested Option shall be immediately vested in full as of
           the date which is ten (10) days prior to the effective date of the Transaction, and the Committee shall notify the Optionee that the
           unexercised Options are fully exercisable for a period of ten (10) days from the date of such notice, and that any unexercised Options
           shall terminate upon the expiration of such period.

           If the Successor Company (or parent or subsidiary of the Successor Company) agrees to assume or substitute for the Options and
           Optionee‟s employment with the Successor Company is terminated by the Successor Company without “Cause” within one year of the
           closing of such Transaction, the Vesting Dates shall be accelerated so that any unvested portion of the substituted Option shall be
           immediately vested in full as of the date of such termination without Cause.

5.          Vesting; Period of Exercise

           Subject to the provisions of the Plan and Appendix A, Options shall vest and become exercisable according to the Vesting Dates set
           forth in Appendix B hereto, provided that the Optionee is an Employee of the Company and/or its Affiliates on the applicable Vesting
           Date . In case the Optionee is no longer an Employee of the Company and/or its Affiliates, the Optionee will be entitled to receive the
           Options which were accumulated on a quarterly basis, up to the date of termination of his employment with the company.

           All unexercised Options granted to the Optionee shall terminate and shall no longer be exercisable on the Expiration Date, as described
           the Appendix A.

6.          Exercise of Options

           6.1          Options may be exercised in accordance with the provisions of Section 9.1 of the Plan.

           6.2          In order for the Company to issue Shares upon the exercise of any of the Options, the Optionee hereby agrees to sign any
                        and all documents required by any applicable law and/or by the Company's Articles of Association.
     6.3       The Company shall not be obligated to issue any Shares upon the exercise of an Option if such issuance, in the opinion of
               the Company, might constitute a violation by the Company of any provision of law.

7.    Restrictions on Transfer of Options and Shares



                                                                 13
      7.1      The transfer of Options and the transfer of Shares to be issued upon exercise of the Options shall be subject to the limitations
               set forth in the Plan and in the Appendix A and in the Company‟s Articles of Association.

      7.2      With respect to any Approved 102 Option, subject to the provisions of Section 102 and any rules or regulation or orders or
               procedures promulgated thereunder, an Optionee shall not be entitled to sell or release from trust any Share received upon
               the exercise of an Approved 102 Option and/or any share received subsequently following any realization of rights,
               including without limitation, bonus shares, until the lapse of the Holding Period required under Section 102 of the
               Ordinance.

      7.3      With respect to Unapproved 102 Option, if the Optionee ceases to be employed by the Company or any Affiliate, the
               Optionee shall extend to the Company and/or its Affiliate a security or guarantee for the payment of tax due at the time of
               sale of Shares, all in accordance with the provisions of Section 102 and the rules, regulation or orders promulgated
               thereunder.

      7.4      The Optionee acknowledges that in the event Company's shares shall be registered for trading in any public market, the
               Optionee‟s right to sell Shares may be subject to limitations (including a lock-up period), as will be requested by the
               Company or its underwriters, and the Optionee unconditionally agrees and accepts any such limitations.

              The Optionee acknowledges that in order to enforce the above restriction, the Company may impose stop-transfer
              instructions with respect to the exercised Shares.

      7.5      The Optionee shall not dispose of any Shares in transactions which violate, in the opinion of the Company, any applicable
               laws, rules and regulations.

      7.6      The Optionee agrees that the Company shall have the authority to endorse upon the certificate or certificates representing the
               Shares such legends referring to the foregoing restrictions, and any other applicable restrictions as it may deem appropriate
               (which do not violate the Optionee's rights according to this Option Agreement).

8.    Taxes; Indemnification

      8.1      Any tax consequences arising from the grant or exercise of any Option, from the payment for Shares covered thereby or
               from any other event or act (of the Company and/or its Affiliates, the Trustee or the Optionee), hereunder, shall be borne
               solely by the Optionee. The Company and/or its Affiliates and/or the Trustee shall withhold taxes according to the
               requirements under the applicable laws, rules, and regulations, including withholding taxes at source. Furthermore, the
               Optionee hereby agrees to indemnify the Company and/or its Affiliates and/or the Trustee and hold them harmless against
               and from any and all liability for any such tax or interest or penalty thereon, including without limitation, liabilities relating
               to the necessity to withhold, or to have withheld, any such tax from any payment made to the Optionee.

      8.2      The Optionee will not be entitled to receive from the Company and/or the Trustee any Shares allocated or issued upon the
               exercise of Options prior to the full payments of the Optionee‟s tax liabilities arising from Options which were granted to
               him and/or Shares issued upon the exercise of Options. For the avoidance of doubt, neither the Company nor the Trustee
               shall be required to release any share certificate to the Optionee until all payments required to be made by the Optionee have
               been fully satisfied.

      8. 3     The receipt of the Options and the acquisition of the Shares to be issued upon the exercise of the Options may result in tax
               consequences. THE OPTIONEE IS ADVISED TO CONSULT A TAX ADVISER WITH RESPECT TO THE TAX
               CONSEQUENCES OF RECEIVING OR EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.

      8. 4     With respect to Approved 102 Options, the Optionee hereby acknowledges that he is familiar with the provisions of Section
               102 and the regulations and rules promulgated thereunder, including without limitations the type of Option granted
               hereunder and the tax implications applicable to such grant. The Optionee accepts the provisions of the trust agreement
               signed between the Company and the Trustee, attached as Appendix C hereto, and agrees to be bound by its terms.

      9.       Miscellaneous

9.1   No Obligation to Exercise Options . The grant and acceptance of these Options imposes no obligation on the Optionee to exercise it.

9.2   Confidentiality . The Optionee shall regard the information in this Option Agreement and its Appendixes attached hereto as
      confidential information and the Optionee shall not reveal its contents to anyone except when required by law or for the purpose of
      gaining legal or tax advice.
14
9.3      Continuation of Employment or Service . Neither the Plan, the Appendix A nor this Option Agreement shall impose any obligation
         on the Company or an Affiliate to continue the Optionee‟s employment or service and nothing in the Appendix A or in this Option
         Agreement shall confer upon the Optionee any right to continue in the employ or service of the Company and/or an Affiliate or
         restrict the right of the Company or an Affiliate to terminate such employment or service at any time.

9.4      Entire Agreement . Subject to the provisions of the Appendix A, to which this Option Agreement is subject, this Option Agreement,
         together with the Appendixs hereto, constitute the entire agreement between the Optionee and the Company with respect to Options
         granted hereunder, and supersedes all prior agreements, understandings and arrangements, oral or written, between the Optionee and
         the Company with respect to the subject matter hereof.

9.5      Failure to Enforce - Not a Waiver . The failure of any party to enforce at any time any provisions of this Option Agreement or the
         Appendix A shall in no way be construed to be a waiver of such provision or of any other provision hereof.

9.6      Provisions of the APPENDIX A . The Options provided for herein are granted pursuant to the Plan and Appendix A and said Options
         and this Option Agreement are in all respects governed by the Plan and Appendix A and subject to all of the terms and provisions of
         the Plan and Appendix A.

        Any interpretation of this Option Agreement will be made in accordance with the the Plan and Appendix A but in the event there
        is any contradiction between the provisions of this Option Agreement and the Plan and/or Appendix A, the provisions of the
        Option Agreement will prevail.

9.7      Binding Effect . The Plan, Appendix A and this Option Agreement shall be binding upon the heirs, executors, administrators and
         successors of the parties hereof.

9.8      Notices . All notices or other communications given or made hereunder shall be in writing and shall be delivered or mailed by
         registered mail or delivered by email or facsimile with written confirmation of receipt to the Optionee and/or to the Company at the
         addresses shown on the letterhead above, or at such other place as the Company may designate by written notice to the Optionee. The
         Optionee is responsible for notifying the Company in writing of any change in the Optionee‟s address, and the Company shall be
         deemed to have complied with any obligation to provide the Optionee with notice by sending such notice to the address indicated
         below.



/s/ Eitan Shmeuli
Name:Eitan Shmeuli
Position:Director



I, the undersigned, hereby acknowledge receipt of a copy of the Plan, Appendix A and accept the Options subject to all of the terms and
provisions thereof. I have reviewed the Plan, Appendix A and this Option Agreement in its entirety, have had an opportunity to obtain the
advice of counsel prior to executing this Option Agreement, and fully understand all provisions of this Option Agreement. I agree to
notify the Company upon any change in the residence address indicated above.

Attachments:                       Appendix A:       Pimi 2008 Share Option Plan


Appendix B:                        Terms of the Option


Appendix C:                        Trust Agreement



/s/ Avi Lifshitz
Optionee's signature
Date:6/11/2008
15
                                                      --




                                                APPENDIX B




                                           TERMS OF THE OPTION




Name of the Optionee:                                 Avi Lifshitz, Cpa
Date of Grant:                                                                         1.10.08
Designation:                                          Approved 102 Option: Capital Gain Option (CGO)
1.      Number of Options granted:                    62,355
2.      Purchase Price:                               Last round of Investment Price
3.      Vesting Dates:




                       Number of Options         Vesting Date
                       15,588                    1.12.2009
                       15,589                    1.12.2010
                       15,589                    1.12.2011
                       15,589              1.1 1.12.2012
4.      Expiration Date:                                            1.12.2018



                                                     16
                                                              Appendix C

                                                            Trust Agreement

                                             Made in Tel Aviv on September 17, 2008


BETWEEN:       S.G.S Trustee Ltd.
               Of Berkuvitz 4, Tel Aviv
              (hereinafter referred to as " the Trustee")
                                                                                                                               of the one part

AND:          Pimi Agro Cleantech Ltd, private company no. 513497123
               of Hozot Alonim, Alonim
               (hereinafter referred to as “ the Issuing Company ”)



                                                                                                                             of the other part


WHEREAS                       On September 7, 2008 the Company adopted a share issuance plan for its employees, directors or services
                              providers (hereinafter: " the Employees") , as its meaning of this term under section 102 to the Order
                              (hereinafter: " the Plan") ;

AND WHEREAS          According to the Plan, the Company shall issue from time to time shares or rights to receive shares to Employees,
                     by issuance of shares through a trustee;

AND WHEREAS          According to the Plan all the shares will be issued to the Trustee, which will hold the shares in trust, until the end of
                     the term as mentioned in the Order, the Income Tax rules (Tax Relief when Issuing Shares for Employees), 2003
                     (hereinafter : "the Rules"), the Plan and in this Trust Agreement;

AND WHEREAS          The Company has chosen Ronen Solomon, Adv. of S.G.S Trustees Ltd. to serve as a trustee for the purpose of the
                     Plan, and he has agreed to serve as trustee for all the employing companies and their employees;

                                                       NOW THEREFORE IT IS AGREED BETWEEN THE PARTIES AS FOLLOWS:



                                                                  17
  7. The recitals to this Trust Agreement constitute an integral part of it.

  8. According to the Plan, the Company's shares will be issued, only on the name of the Trustee, and the shares will be held by the Trustee
     until the end of the term, as defined in section 102 to the Order.

  9. Prior to the tax payment which applies, as stated in section 7 to the Rules, the shares will not be subject to transfer, assignment, pledge or
     any other lien with intent, and no power of attorney or deed of transfer, which are valid or will be valid in the future, excluding a transfer
     by virtue of will or in accordance with the law; In case the transfer of shares by virtue of will or law, section 102 of the Order and the
     Rules shall apply on the successor or Employers transferee.

  10. After the end of the term each Employee shall be entitled, at any time to instruct the trustee to transfer on his name the shares which he
      is entitled to, provided that the Trustee shall transfer the shares, unless the tax payment which applies on the Employee, according to
      section 102 to the Order and the Rules (hereinafter: " the Applicable Tax") has been paid, and the Trustee has evidence for the
      payment from the assessing officer.

  11. If, in accordance with the conditions of the Plan, the Employee will be granted with rights to purchase shares or will be issued with
      bonus shares, the rights or the shares or the bonus shares will be issued on the name of the Trustee. The Employee will be entitled to
      instruct the Trustee to exercise the rights or the bonus shares after the end of the term as determined in the Plan. The shares which are
      subject to the Plan will be issued to the Trustee according to section 2 to the Rules, and the Plan will apply on such shares, including the
      choice of the tax course and the instructions of this Trust Agreement. However, the period until the end of the term shall be counted
      from the share issuance that is driven from the rights or the bonus shares issued.

  12. The Company obligates toward the Trustee that it shall not issue shares to the Employees in the frame work of the Plan, unless the
      Employee will declare he knows that section 102 to the Order and the tax course apply on him, and his agreement in writing to the
      conditions of this Trust Agreement, and his obligation not to exercise the shares before the end of the period, as described in section 102
      to the order, is granted.

AS WITNESS THE HANDS OF THE PARTIES

The Company                                                                    The Employee


/s/                                                                            /s/
Name                                                                           Name
Title                                                                          Title



                                                                         18
                                                     Pimi Agro Clean Technologies LTD.


                          OPTION AGREEMENT


                          Made as of the 10 day of December, 2008




BETWEEN:                Pimi Agro Clean Technologies Ltd.
                         (previously "Pimi Marion Holdings Ltd.")
                         A company incorporated in Israel
                         registered office is at P.O. Box 117
                         Hutzot Alonim 30049, Israel
                         (hereinafter the “ Company” )


                          on the one part




AND:                      Doron Shorrer
                          I.D. No. 068182195
                          33 Khore Hadorot Jerusalem, Israel
                          (hereinafter the “ Optionee ”)


                          on the other part


WHEREAS                     On September 7, 2008, the Company duly adopted and the Board approved the “Pimi 2008 Option Plan” a copy of
                            which is attached as Appendix A hereto, forming an integral part hereof (the “ Appendix A ”); and -

WHEREAS                     Pursuant to the Appendix A and to Pimi 2008 Option Plan (the “Plan”), the Company has decided to grant Options
                            to purchase Shares of the Company to the Optionee, and the Optionee has agreed to such grant, subject to all the
                            terms and conditions as set forth in the Plan and as provided herein;

NOW, THEREFORE , it is agreed as follows:
1.    Preamble and Definitions

1.1          The preamble to this agreement constitutes an integral part hereof.

1.2                  Unless otherwise defined herein, capitalized terms used herein shall have the meaning ascribed to them in the Appendix A
                     .

2.      Grant of Options

       2.1          The Company hereby grants to the Optionee the number of Options as set forth in Appendix B hereto, each Option shall be
                    exercisable for one Regular Share, upon payment of the Purchase Price as set forth in Appendix B , subject to the terms and
                    the conditions as set forth in the Appendix A and as provided herein.

       2.2          The Optionee is aware that the Company intends in the future to issue additional shares and to grant additional options to
                    various entities and individuals, as the Company in its sole discretion shall determine.

3.     Period of Option and Conditions of Exercise
      3.1        The terms of this Option Agreement shall commence on the Date of Grant and terminate at the Expiration Date, or at the
                 time at which the Option expires pursuant to the terms of the Appendix A or pursuant to this Option Agreement.

      3.2        Options may be exercised only to purchase whole Shares, and in no case may a fraction of a Share be purchased. If any
                 fractional Share would be deliverable upon exercise, such fraction shall be rounded up one-half or less, or otherwise rounded
                 down, to the nearest whole number.

4.   FIRST ALTERNATIVE

      Notwithstanding anything to the contrary in Section 8.1 of the Plan and in addition thereto, if in any such Transaction as described in
      Section 8.1 of the Plan, the Successor Company (or parent or subsidiary of the Successor Company) does not agree to assume or
      substitute for the Options, the Vesting Dates shall be accelerated so that any unvested Option shall be immediately vested in full as of
      the date which is ten (10) days prior to the effective date of the Transaction, and the Committee shall notify the Optionee that the
      unexercised Options are fully exercisable for a period of ten (10) days from the date of such notice, and that any unexercised Options
      shall terminate upon the expiration of such period.

      If the Successor Company (or parent or subsidiary of the Successor Company) agrees to assume or substitute for the Options and
      Optionee‟s employment with the Successor Company is terminated by the Successor Company without “Cause” within one year of the
      closing of such Transaction, the Vesting Dates shall be accelerated so that any unvested portion of the substituted Option shall be
      immediately vested in full as of the date of such termination without Cause.

5.     Vesting; Period of Exercise

      Subject to the provisions of the Plan and Appendix A, Options shall vest and become exercisable according to the Vesting Dates set
      forth in Appendix B hereto, provided that the Optionee is an Employee of the Company and/or its Affiliates on the applicable Vesting
      Date . In case the Optionee is no longer an Employee of the Company and/or its Affiliates, the Optionee will be entitled to receive the
      Options which were accumulated on a quarterly basis, up to the date of termination of his employment with the company.

      All unexercised Options granted to the Optionee shall terminate and shall no longer be exercisable on the Expiration Date, as described
      the Appendix A.

6.     Exercise of Options


                                                                     19
     6.1       Options may be exercised in accordance with the provisions of Section 9.1 of the Plan.

     6.2       In order for the Company to issue Shares upon the exercise of any of the Options, the Optionee hereby agrees to sign any
               and all documents required by any applicable law and/or by the Company's Articles of Association.

     6.3       The Company shall not be obligated to issue any Shares upon the exercise of an Option if such issuance, in the opinion of
               the Company, might constitute a violation by the Company of any provision of law.

7.    Restrictions on Transfer of Options and Shares

      7.1      The transfer of Options and the transfer of Shares to be issued upon exercise of the Options shall be subject to the limitations
               set forth in the Plan and in the Appendix A and in the Company‟s Articles of Association.

      7.2     With respect to any Approved 102 Option, subject to the provisions of Section 102 and any rules or regulation or orders or
              procedures promulgated thereunder, an Optionee shall not be entitled to sell or release from trust any Share received upon
              the exercise of an Approved 102 Option and/or any share received subsequently following any realization of rights,
              including without limitation, bonus shares, until the lapse of the Holding Period required under Section 102 of the
              Ordinance.

      7.3      With respect to Unapproved 102 Option, if the Optionee ceases to be employed by the Company or any Affiliate, the
               Optionee shall extend to the Company and/or its Affiliate a security or guarantee for the payment of tax due at the time of
               sale of Shares, all in accordance with the provisions of Section 102 and the rules, regulation or orders promulgated
               thereunder.

      7.4      The Optionee acknowledges that in the event Company's shares shall be registered for trading in any public market, the
               Optionee‟s right to sell Shares may be subject to limitations (including a lock-up period), as will be requested by the
               Company or its underwriters, and the Optionee unconditionally agrees and accepts any such limitations.

              The Optionee acknowledges that in order to enforce the above restriction, the Company may impose stop-transfer
              instructions with respect to the exercised Shares.

      7.5      The Optionee shall not dispose of any Shares in transactions which violate, in the opinion of the Company, any applicable
               laws, rules and regulations.

      7.6      The Optionee agrees that the Company shall have the authority to endorse upon the certificate or certificates representing the
               Shares such legends referring to the foregoing restrictions, and any other applicable restrictions as it may deem appropriate
               (which do not violate the Optionee's rights according to this Option Agreement).

8.    Taxes; Indemnification

      8.1      Any tax consequences arising from the grant or exercise of any Option, from the payment for Shares covered thereby or
               from any other event or act (of the Company and/or its Affiliates, the Trustee or the Optionee), hereunder, shall be borne
               solely by the Optionee. The Company and/or its Affiliates and/or the Trustee shall withhold taxes according to the
               requirements under the applicable laws, rules, and regulations, including withholding taxes at source. Furthermore, the
               Optionee hereby agrees to indemnify the Company and/or its Affiliates and/or the Trustee and hold them harmless against
               and from any and all liability for any such tax or interest or penalty thereon, including without limitation, liabilities relating
               to the necessity to withhold, or to have withheld, any such tax from any payment made to the Optionee.

      8.2      The Optionee will not be entitled to receive from the Company and/or the Trustee any Shares allocated or issued upon the
               exercise of Options prior to the full payments of the Optionee‟s tax liabilities arising from Options which were granted to
               him and/or Shares issued upon the exercise of Options. For the avoidance of doubt, neither the Company nor the Trustee
               shall be required to release any share certificate to the Optionee until all payments required to be made by the Optionee have
               been fully satisfied.


                                                                     20
         8. 3     The receipt of the Options and the acquisition of the Shares to be issued upon the exercise of the Options may result in tax
                  consequences. THE OPTIONEE IS ADVISED TO CONSULT A TAX ADVISER WITH RESPECT TO THE TAX
                  CONSEQUENCES OF RECEIVING OR EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.

         8. 4     With respect to Approved 102 Options, the Optionee hereby acknowledges that he is familiar with the provisions of Section
                  102 and the regulations and rules promulgated thereunder, including without limitations the type of Option granted
                  hereunder and the tax implications applicable to such grant. The Optionee accepts the provisions of the trust agreement
                  signed between the Company and the Trustee, attached as Appendix C hereto, and agrees to be bound by its terms.

        9.        Miscellaneous

9.1      No Obligation to Exercise Options . The grant and acceptance of these Options imposes no obligation on the Optionee to exercise it.

9.2      Confidentiality . The Optionee shall regard the information in this Option Agreement and its Appendixes attached hereto as
         confidential information and the Optionee shall not reveal its contents to anyone except when required by law or for the purpose of
         gaining legal or tax advice.

9.3      Continuation of Employment or Service . Neither the Plan, the Appendix A nor this Option Agreement shall impose any obligation
         on the Company or an Affiliate to continue the Optionee‟s employment or service and nothing in the Appendix A or in this Option
         Agreement shall confer upon the Optionee any right to continue in the employ or service of the Company and/or an Affiliate or
         restrict the right of the Company or an Affiliate to terminate such employment or service at any time.

9.4      Entire Agreement . Subject to the provisions of the Appendix A, to which this Option Agreement is subject, this Option Agreement,
         together with the Appendixs hereto, constitute the entire agreement between the Optionee and the Company with respect to Options
         granted hereunder, and supersedes all prior agreements, understandings and arrangements, oral or written, between the Optionee and
         the Company with respect to the subject matter hereof.

9.5      Failure to Enforce - Not a Waiver . The failure of any party to enforce at any time any provisions of this Option Agreement or the
         Appendix A shall in no way be construed to be a waiver of such provision or of any other provision hereof.

9.6      Provisions of the APPENDIX A . The Options provided for herein are granted pursuant to the Plan and Appendix A and said Options
         and this Option Agreement are in all respects governed by the Plan and Appendix A and subject to all of the terms and provisions of
         the Plan and Appendix A.

        Any interpretation of this Option Agreement will be made in accordance with the the Plan and Appendix A but in the event there
        is any contradiction between the provisions of this Option Agreement and the Plan and/or Appendix A, the provisions of the
        Option Agreement will prevail.

9.7      Binding Effect . The Plan, Appendix A and this Option Agreement shall be binding upon the heirs, executors, administrators and
         successors of the parties hereof.

9.8      Notices . All notices or other communications given or made hereunder shall be in writing and shall be delivered or mailed by
         registered mail or delivered by email or facsimile with written confirmation of receipt to the Optionee and/or to the Company at the
         addresses shown on the letterhead above, or at such other place as the Company may designate by written notice to the Optionee. The
         Optionee is responsible for notifying the Company in writing of any change in the Optionee‟s address, and the Company shall be
         deemed to have complied with any obligation to provide the Optionee with notice by sending such notice to the address indicated
         below.



/s/ Eitan Shmeuli
Name:Eitan Shmeuli
Position:Director



I, the undersigned, hereby acknowledge receipt of a copy of the Plan, Appendix A and accept the Options subject to all of the terms and
provisions thereof. I have reviewed the Plan, Appendix A and this Option Agreement in its entirety, have had an opportunity to obtain the
advice of counsel prior to executing this Option Agreement, and fully understand all provisions of this Option Agreement. I agree to
notify the Company upon any change in the residence address indicated above.
/s/ Doron Shorrer
Optionee's signature
Date:10/12/2008


Attachments:           Appendix A:    Pimi 2008 Share Option Plan


Appendix B:            Terms of the Option


Appendix C:            Trust Agreement



                                                    21
                                                     --




                                               APPENDIX B




                                           TERMS OF THE OPTION




Name of the Optionee:                                 Doron Shorrer
Date of Grant:                                                                         1.12.08
Designation:                                          Approved 102 Option: Capital Gain Option (CGO)
1.      Number of Options granted:                    31,177
2.      Purchase Price:                               Last round of Investment Price
3.      Vesting Dates:




                       Number of Options        Vesting Date
                       15,588                   1.12.2009
                       15,589                   1.12.2010


4.      Expiration Date:                                              1.12.2018



                                                     22
                                                                Appendix C

                                                              Trust Agreement

                                                Made in Tel Aviv on September 17, 2008


BETWEEN:          S.G.S Trustee Ltd.
                Of Berkuvitz 4, Tel Aviv
                (hereinafter referred to as " the Trustee")
                                                                                                                                of the one part

AND:           Pimi Agro Cleantech Ltd, private company no. 513497123
   of Hozot Alonim, Alonim
               (hereinafter referred to as “ the Issuing Company ”)



                                                                                                                              of the other part


WHEREAS                          On September 7, 2008 the Company adopted a share issuance plan for its employees, directors or services
                                 providers (hereinafter: " the Employees") , as its meaning of this term under section 102 to the Order
                                 (hereinafter: " the Plan") ;

AND WHEREAS              According to the Plan, the Company shall issue from time to time shares or rights to receive shares to Employees,
                         by issuance of shares through a trustee;

AND WHEREAS              According to the Plan all the shares will be issued to the Trustee, which will hold the shares in trust, until the end
                         of the term as mentioned in the Order, the Income Tax rules (Tax Relief when Issuing Shares for Employees), 2003
                         (hereinafter : "the Rules"), the Plan and in this Trust Agreement;

AND WHEREAS              The Company has chosen Ronen Solomon, Adv. of S.G.S Trustees Ltd. to serve as a trustee for the purpose of the
                         Plan, and he has agreed to serve as trustee for all the employing companies and their employees;

                                                          NOW THEREFORE IT IS AGREED BETWEEN THE PARTIES AS FOLLOWS:


                                                                    23
  13. The recitals to this Trust Agreement constitute an integral part of it.

  14. According to the Plan, the Company's shares will be issued, only on the name of the Trustee, and the shares will be held by the Trustee
      until the end of the term, as defined in section 102 to the Order.

  15. Prior to the tax payment which applies, as stated in section 7 to the Rules, the shares will not be subject to transfer, assignment, pledge
      or any other lien with intent, and no power of attorney or deed of transfer, which are valid or will be valid in the future, excluding a
      transfer by virtue of will or in accordance with the law; In case the transfer of shares by virtue of will or law, section 102 of the Order
      and the Rules shall apply on the successor or Employers transferee.

  16. After the end of the term each Employee shall be entitled, at any time to instruct the trustee to transfer on his name the shares which he
      is entitled to, provided that the Trustee shall transfer the shares, unless the tax payment which applies on the Employee, according to
      section 102 to the Order and the Rules (hereinafter: " the Applicable Tax") has been paid, and the Trustee has evidence for the
      payment from the assessing officer.

  17. If, in accordance with the conditions of the Plan, the Employee will be granted with rights to purchase shares or will be issued with
      bonus shares, the rights or the shares or the bonus shares will be issued on the name of the Trustee. The Employee will be entitled to
      instruct the Trustee to exercise the rights or the bonus shares after the end of the term as determined in the Plan. The shares which are
      subject to the Plan will be issued to the Trustee according to section 2 to the Rules, and the Plan will apply on such shares, including the
      choice of the tax course and the instructions of this Trust Agreement. However, the period until the end of the term shall be counted
      from the share issuance that is driven from the rights or the bonus shares issued.

  18. The Company obligates toward the Trustee that it shall not issue shares to the Employees in the frame work of the Plan, unless the
      Employee will declare he knows that section 102 to the Order and the tax course apply on him, and his agreement in writing to the
      conditions of this Trust Agreement, and his obligation not to exercise the shares before the end of the period, as described in section 102
      to the order, is granted.

AS WITNESS THE HANDS OF THE PARTIES

The Company                                                                     The Employee

/s/                                                                             /s/
Name                                                                            Name
Title                                                                           Title


                                                                        24
                                       Pimi Agro Clean Technologies LTD.


           OPTION AGREEMENT

           Made as of the 10 day of January, 2009




BETWEEN:   Pimi Agro Clean Technologies Ltd.

           A company incorporated in Israel
           registered office is at P.O. Box 117
           Hutzot Alonim 30049, Israel
           (hereinafter the “ Company” )


           on the one part




AND:        Prof. Ilan Chet

           I.D. No. 635905-3
           2 Huberman St. Tel Aviv, Israel
           (hereinafter the “ Optionee ”)
           on the other part


WHEREAS      On September 7, 2008, the Company duly adopted and the Board approved the “Pimi 2008 Option Plan” a copy of
             which is attached as Appendix A hereto, forming an integral part hereof (the “ Appendix A ”); and -

WHEREAS      Pursuant to the Appendix A and to Pimi Marion Holdings Ltd. 2008 Option Plan (the “Plan”), the Company has
             decided to grant Options to purchase Shares of the Company to the Optionee, and the Optionee has agreed to such
             grant, subject to all the terms and conditions as set forth in the Plan and as provided herein;


                                                      25
NOW, THEREFORE , it is agreed as follows:

1.          Preamble and Definitions

1.1              The preamble to this agreement constitutes an integral part hereof.

1.2                      Unless otherwise defined herein, capitalized terms used herein shall have the meaning ascribed to them in the Appendix A
                         .

2.          Grant of Options

           2.1          The Company hereby grants to the Optionee the number of Options as set forth in Appendix B hereto, each Option shall be
                        exercisable for one Regular Share, upon payment of the Purchase Price as set forth in Appendix B , subject to the terms and
                        the conditions as set forth in the Appendix A and as provided herein.

           2.2          The Optionee is aware that the Company intends in the future to issue additional shares and to grant additional options to
                        various entities and individuals, as the Company in its sole discretion shall determine.

3.         Period of Option and Conditions of Exercise

           3.1          The terms of this Option Agreement shall commence on the Date of Grant and terminate at the Expiration Date, or at the
                        time at which the Option expires pursuant to the terms of the Appendix A or pursuant to this Option Agreement.

           3.2          Options may be exercised only to purchase whole Shares, and in no case may a fraction of a Share be purchased. If any
                        fractional Share would be deliverable upon exercise, such fraction shall be rounded up one-half or less, or otherwise rounded
                        down, to the nearest whole number.

      4.     FIRST ALTERNATIVE

           Notwithstanding anything to the contrary in Section 8.1 of the Plan and in addition thereto, if in any such Transaction as described in
           Section 8.1 of the Plan, the Successor Company (or parent or subsidiary of the Successor Company) does not agree to assume or
           substitute for the Options, the Vesting Dates shall be accelerated so that any unvested Option shall be immediately vested in full as of
           the date which is ten (10) days prior to the effective date of the Transaction, and the Committee shall notify the Optionee that the
           unexercised Options are fully exercisable for a period of ten (10) days from the date of such notice, and that any unexercised Options
           shall terminate upon the expiration of such period.

           If the Successor Company (or parent or subsidiary of the Successor Company) agrees to assume or substitute for the Options and
           Optionee‟s employment with the Successor Company is terminated by the Successor Company without “Cause” within one year of the
           closing of such Transaction, the Vesting Dates shall be accelerated so that any unvested portion of the substituted Option shall be
           immediately vested in full as of the date of such termination without Cause.

5.          Vesting; Period of Exercise

           Subject to the provisions of the Plan and Appendix A, Options shall vest and become exercisable according to the Vesting Dates set
           forth in Appendix B hereto, provided that the Optionee is an employee, advisor or service provider of the Company and/or its Affiliates
           on the applicable Vesting Date . In case the Optionee is no longer an employee, advisor or service provider of the Company and/or its
           Affiliates, the Optionee will be entitled to receive the Options which were accumulated on a quarterly basis, up to the date of
           termination of his services to the company.

           All unexercised Options granted to the Optionee shall terminate and shall no longer be exercisable on the Expiration Date, as described
           the Appendix A.

6.          Exercise of Options

           6.1          Options may be exercised in accordance with the provisions of Section 9.1 of the Plan.

           6.2          In order for the Company to issue Shares upon the exercise of any of the Options, the Optionee hereby agrees to sign any
                        and all documents required by any applicable law and/or by the Company's Articles of Association.
6.3   The Company shall not be obligated to issue any Shares upon the exercise of an Option if such issuance, in the opinion of
      the Company, might constitute a violation by the Company of any provision of law.



                                                        26
7.   Restrictions on Transfer of Options and Shares


     7.1      The transfer of Options and the transfer of Shares to be issued upon exercise of the Options shall be subject to the limitations
              set forth in the Plan and in the Appendix A and in the Company‟s Articles of Association.

     7.2     With respect to any Approved 102 Option, subject to the provisions of Section 102 and any rules or regulation or orders or
             procedures promulgated thereunder, an Optionee shall not be entitled to sell or release from trust any Share received upon
             the exercise of an Approved 102 Option and/or any share received subsequently following any realization of rights,
             including without limitation, bonus shares, until the lapse of the Holding Period required under Section 102 of the
             Ordinance.

     7.3      With respect to Unapproved 102 Option, if the Optionee ceases to provide services to the Company or any Affiliate, the
              Optionee shall extend to the Company and/or its Affiliate a security or guarantee for the payment of tax due at the time of
              sale of Shares, all in accordance with the provisions of Section 102 and the rules, regulation or orders promulgated
              thereunder.

     7.4      The Optionee acknowledges that in the event Company's shares shall be registered for trading in any public market, the
              Optionee‟s right to sell Shares may be subject to limitations (including a lock-up period), as will be requested by the
              Company or its underwriters, and the Optionee unconditionally agrees and accepts any such limitations.

             The Optionee acknowledges that in order to enforce the above restriction, the Company may impose stop-transfer
             instructions with respect to the exercised Shares.

     7.5      The Optionee shall not dispose of any Shares in transactions which violate, in the opinion of the Company, any applicable
              laws, rules and regulations.

     7.6      The Optionee agrees that the Company shall have the authority to endorse upon the certificate or certificates representing the
              Shares such legends referring to the foregoing restrictions, and any other applicable restrictions as it may deem appropriate
              (which do not violate the Optionee's rights according to this Option Agreement).

8.   Taxes; Indemnification

     8.1      Any tax consequences arising from the grant or exercise of any Option, from the payment for Shares covered thereby or
              from any other event or act (of the Company and/or its Affiliates, the Trustee or the Optionee), hereunder, shall be borne
              solely by the Optionee. The Company and/or its Affiliates and/or the Trustee shall withhold taxes according to the
              requirements under the applicable laws, rules, and regulations, including withholding taxes at source. Furthermore, the
              Optionee hereby agrees to indemnify the Company and/or its Affiliates and/or the Trustee and hold them harmless against
              and from any and all liability for any such tax or interest or penalty thereon, including without limitation, liabilities relating
              to the necessity to withhold, or to have withheld, any such tax from any payment made to the Optionee.

     8.2      The Optionee will not be entitled to receive from the Company and/or the Trustee any Shares allocated or issued upon the
              exercise of Options prior to the full payments of the Optionee‟s tax liabilities arising from Options which were granted to
              him and/or Shares issued upon the exercise of Options. For the avoidance of doubt, neither the Company nor the Trustee
              shall be required to release any share certificate to the Optionee until all payments required to be made by the Optionee have
              been fully satisfied.



                                                                    27
         8. 3     The receipt of the Options and the acquisition of the Shares to be issued upon the exercise of the Options may result in tax
                  consequences. THE OPTIONEE IS ADVISED TO CONSULT A TAX ADVISER WITH RESPECT TO THE TAX
                  CONSEQUENCES OF RECEIVING OR EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.

         8. 4     With respect to Approved 102 Options, the Optionee hereby acknowledges that he is familiar with the provisions of Section
                  102 and the regulations and rules promulgated thereunder, including without limitations the type of Option granted
                  hereunder and the tax implications applicable to such grant. The Optionee accepts the provisions of the trust agreement
                  signed between the Company and the Trustee, attached as Appendix C hereto, and agrees to be bound by its terms.

9.       Miscellaneous

9.1      No Obligation to Exercise Options . The grant and acceptance of these Options imposes no obligation on the Optionee to exercise it.

9.2      Confidentiality . The Optionee shall regard the information in this Option Agreement and its Appendixes attached hereto as
         confidential information and the Optionee shall not reveal its contents to anyone except when required by law or for the purpose of
         gaining legal or tax advice.

9.3      Continuation of Employment or Service . Neither the Plan, the Appendix A nor this Option Agreement shall impose any obligation
         on the Company or an Affiliate to continue the Optionee‟s employment or service and nothing in the Appendix A or in this Option
         Agreement shall confer upon the Optionee any right to continue in the employ or service of the Company and/or an Affiliate or
         restrict the right of the Company or an Affiliate to terminate such employment or service at any time.

9.4      Entire Agreement . Subject to the provisions of the Appendix A, to which this Option Agreement is subject, this Option Agreement,
         together with the Appendixs hereto, constitute the entire agreement between the Optionee and the Company with respect to Options
         granted hereunder, and supersedes all prior agreements, understandings and arrangements, oral or written, between the Optionee and
         the Company with respect to the subject matter hereof.

9.5      Failure to Enforce - Not a Waiver . The failure of any party to enforce at any time any provisions of this Option Agreement or the
         Appendix A shall in no way be construed to be a waiver of such provision or of any other provision hereof.

9.6      Provisions of the APPENDIX A . The Options provided for herein are granted pursuant to the Plan and Appendix A and said Options
         and this Option Agreement are in all respects governed by the Plan and Appendix A and subject to all of the terms and provisions of
         the Plan and Appendix A.

        Any interpretation of this Option Agreement will be made in accordance with the the Plan and Appendix A but in the event there
        is any contradiction between the provisions of this Option Agreement and the Plan and/or Appendix A, the provisions of the
        Option Agreement will prevail.

9.7      Binding Effect . The Plan, Appendix A and this Option Agreement shall be binding upon the heirs, executors, administrators and
         successors of the parties hereof.

9.8      Notices . All notices or other communications given or made hereunder shall be in writing and shall be delivered or mailed by
         registered mail or delivered by email or facsimile with written confirmation of receipt to the Optionee and/or to the Company at the
         addresses shown on the letterhead above, or at such other place as the Company may designate by written notice to the Optionee. The
         Optionee is responsible for notifying the Company in writing of any change in the Optionee‟s address, and the Company shall be
         deemed to have complied with any obligation to provide the Optionee with notice by sending such notice to the address indicated
         below.


Company's signature



/s/ Eitan Shmeuli
Name:Eitan Shmeuli
Position:Director

I, the undersigned, hereby acknowledge receipt of a copy of the Plan, Appendix A and accept the Options subject to all of the terms and
provisions thereof. I have reviewed the Plan, Appendix A and this Option Agreement in its entirety, have had an opportunity to obtain the
advice of counsel prior to executing this Option Agreement, and fully understand all provisions of this Option Agreement. I agree to
notify the Company upon any change in the residence address indicated above.

Optionee's Siganture

/s/ Prof. Ilan Chet

10/01/2009



Attachments:                      Appendix A: Pimi 2008 Share Option Plan


Appendix B:                       Terms of the Option


Appendix C:                       Trust Agreement



                                                                   28
                                                      --




                                                APPENDIX B




                                           TERMS OF THE OPTION




Name of the Optionee:                                 Prof. Ilan Chet
Date of Grant:                                                                         1.12.08
Designation:                                          Approved 102 Option: Capital Gain Option (CGO)
1.      Number of Options granted:                    93,532
2.      Purchase Price:                               Last round of Investment Price
3.      Vesting Dates:




                       Number of Options         Vesting Date
                       23,383                    1.12.2009
                       23,383                    1.12.2010
                       23,383                    1.12.2011
                       23,383              1.1 1.12.2012
4.      Expiration Date:                                                1.12.2018




                                                     29
                                                            Appendix C

                                                      Trust Agreement

                                          Made in Tel Aviv on September 17, 2008


BETWEEN:       S.G.S Trustee Ltd.
              Of Berkuvitz 4, Tel Aviv
              (hereinafter referred to as " the Trustee")
                                                                                                                         of the one part

AND:          Pimi Agro Cleantech Ltd, private company no. 513497123
               of Hozot Alonim, Alonim
              (hereinafter referred to as “ the Issuing Company ”)



                                                                                                                       of the other part


WHEREAS                    On September 7, 2008 the Company adopted a share issuance plan for its employees, directors or services
                           providers (hereinafter: " the Employees") , as its meaning of this term under section 102 to the Order
                           (hereinafter: " the Plan") ;

AND WHEREAS        According to the Plan, the Company shall issue from time to time shares or rights to receive shares to Employees,
                   by issuance of shares through a trustee;

AND WHEREAS       According to the Plan all the shares will be issued to the Trustee, which will hold the shares in trust, until the end
                  of the term as mentioned in the Order, the Income Tax rules (Tax Relief when Issuing Shares for Employees), 2003
                  (hereinafter : "the Rules"), the Plan and in this Trust Agreement;

AND WHEREAS        The Company has chosen Ronen Solomon, Adv. of S.G.S Trustees Ltd. to serve as a trustee for the purpose of the
                   Plan, and he has agreed to serve as trustee for all the employing companies and their employees;

                                                    NOW THEREFORE IT IS AGREED BETWEEN THE PARTIES AS FOLLOWS:

                                                                30
  19. The recitals to this Trust Agreement constitute an integral part of it.

  20. According to the Plan, the Company's shares will be issued, only on the name of the Trustee, and the shares will be held by the Trustee
      until the end of the term, as defined in section 102 to the Order.

  21. Prior to the tax payment which applies, as stated in section 7 to the Rules, the shares will not be subject to transfer, assignment, pledge
      or any other lien with intent, and no power of attorney or deed of transfer, which are valid or will be valid in the future, excluding a
      transfer by virtue of will or in accordance with the law; In case the transfer of shares by virtue of will or law, section 102 of the Order
      and the Rules shall apply on the successor or Employers transferee.

  22. After the end of the term each Employee shall be entitled, at any time to instruct the trustee to transfer on his name the shares which he
      is entitled to, provided that the Trustee shall transfer the shares, unless the tax payment which applies on the Employee, according to
      section 102 to the Order and the Rules (hereinafter: " the Applicable Tax") has been paid, and the Trustee has evidence for the
      payment from the assessing officer.

  23. If, in accordance with the conditions of the Plan, the Employee will be granted with rights to purchase shares or will be issued with
      bonus shares, the rights or the shares or the bonus shares will be issued on the name of the Trustee. The Employee will be entitled to
      instruct the Trustee to exercise the rights or the bonus shares after the end of the term as determined in the Plan. The shares which are
      subject to the Plan will be issued to the Trustee according to section 2 to the Rules, and the Plan will apply on such shares, including the
      choice of the tax course and the instructions of this Trust Agreement. However, the period until the end of the term shall be counted
      from the share issuance that is driven from the rights or the bonus shares issued.

  24. The Company obligates toward the Trustee that it shall not issue shares to the Employees in the frame work of the Plan, unless the
      Employee will declare he knows that section 102 to the Order and the tax course apply on him, and his agreement in writing to the
      conditions of this Trust Agreement, and his obligation not to exercise the shares before the end of the period, as described in section 102
      to the order, is granted.

AS WITNESS THE HANDS OF THE PARTIES

The Company                                                                     The Employee


/s/                                                                             /s/
Name                                                                            Name
Title                                                                           Title



                                                                        31
                                                  Pimi Agro Clean Technologies LTD.


OPTION AGREEMENT


Made as of the 27 day of January, 2009


BETWEEN:                Pimi Agro Clean Technologies Ltd.
                       (previously "Pimi Marion Holdings Ltd.")
                       A company incorporated in Israel
                       registered office is at P.O. Box 117
                       Hutzot Alonim 30049, Israel
                       (hereinafter the “ Company” )


                              on the one part




AND:                   Prof. Avi Nachmias
                      I.D. No. 00701356-8
                       70, Maslul M.P Negev 85112 , Israel
                       (hereinafter the “ Optionee ”)


                       on the other part

WHEREAS                  On September 7, 2008, the Company duly adopted and the Board approved the “Pimi 2008 Option Plan” a copy of
                         which is attached as Appendix A hereto, forming an integral part hereof (the “ Appendix A ”); and -

WHEREAS                  Pursuant to the Appendix A and to Pimi 2008 Option Plan (the “Plan”), the Company has decided to grant Options
                         to purchase Shares of the Company to the Optionee, and the Optionee has agreed to such grant, subject to all the
                         terms and conditions as set forth in the Plan and as provided herein;

NOW, THEREFORE , it is agreed as follows:

1.     Preamble and Definitions

1.1       The preamble to this agreement constitutes an integral part hereof.

1.2               Unless otherwise defined herein, capitalized terms used herein shall have the meaning ascribed to them in the Appendix A
                  .


                                                                     32
2.         Grant of Options

          2.1        The Company hereby grants to the Optionee the number of Options as set forth in Appendix B hereto, each Option shall be
                     exercisable for one Regular Share, upon payment of the Purchase Price as set forth in Appendix B , subject to the terms and
                     the conditions as set forth in the Appendix A and as provided herein.

          2.2        The Optionee is aware that the Company intends in the future to issue additional shares and to grant additional options to
                     various entities and individuals, as the Company in its sole discretion shall determine.

3.        Period of Option and Conditions of Exercise

          3.1        The terms of this Option Agreement shall commence on the Date of Grant and terminate at the Expiration Date, or at the
                     time at which the Option expires pursuant to the terms of the Appendix A or pursuant to this Option Agreement.

          3.2        Options may be exercised only to purchase whole Shares, and in no case may a fraction of a Share be purchased. If any
                     fractional Share would be deliverable upon exercise, such fraction shall be rounded up one-half or less, or otherwise rounded
                     down, to the nearest whole number.

     4.     FIRST ALTERNATIVE

          Notwithstanding anything to the contrary in Section 8.1 of the Plan and in addition thereto, if in any such Transaction as described in
          Section 8.1 of the Plan, the Successor Company (or parent or subsidiary of the Successor Company) does not agree to assume or
          substitute for the Options, the Vesting Dates shall be accelerated so that any unvested Option shall be immediately vested in full as of
          the date which is ten (10) days prior to the effective date of the Transaction, and the Committee shall notify the Optionee that the
          unexercised Options are fully exercisable for a period of ten (10) days from the date of such notice, and that any unexercised Options
          shall terminate upon the expiration of such period.

          If the Successor Company (or parent or subsidiary of the Successor Company) agrees to assume or substitute for the Options and
          Optionee‟s employment with the Successor Company is terminated by the Successor Company without “Cause” within one year of the
          closing of such Transaction, the Vesting Dates shall be accelerated so that any unvested portion of the substituted Option shall be
          immediately vested in full as of the date of such termination without Cause.

5.         Vesting; Period of Exercise

          Subject to the provisions of the Plan and Appendix A, Options shall vest and become exercisable according to the Vesting Dates set
          forth in Appendix B hereto, provided that the Optionee is an Employee of the Company and/or its Affiliates on the applicable Vesting
          Date . In case the Optionee is no longer an Employee of the Company and/or its Affiliates, the Optionee will be entitled to receive the
          Options which were accumulated on a quarterly basis, up to the date of termination of his employment with the company.

          All unexercised Options granted to the Optionee shall terminate and shall no longer be exercisable on the Expiration Date, as described
          the Appendix A.

6.         Exercise of Options

          6.1        Options may be exercised in accordance with the provisions of Section 9.1 of the Plan.

          6.2        In order for the Company to issue Shares upon the exercise of any of the Options, the Optionee hereby agrees to sign any
                     and all documents required by any applicable law and/or by the Company's Articles of Association.

          6.3        The Company shall not be obligated to issue any Shares upon the exercise of an Option if such issuance, in the opinion of
                     the Company, might constitute a violation by the Company of any provision of law.

7.         Restrictions on Transfer of Options and Shares

            7.1      The transfer of Options and the transfer of Shares to be issued upon exercise of the Options shall be subject to the limitations
                     set forth in the Plan and in the Appendix A and in the Company‟s Articles of Association.

            7.2      With respect to any Approved 102 Option, subject to the provisions of Section 102 and any rules or regulation or orders or
                     procedures promulgated thereunder, an Optionee shall not be entitled to sell or release from trust any Share received upon
      the exercise of an Approved 102 Option and/or any share received subsequently following any realization of rights,
      including without limitation, bonus shares, until the lapse of the Holding Period required under Section 102 of the
      Ordinance.

7.3   With respect to Unapproved 102 Option, if the Optionee ceases to be employed by the Company or any Affiliate, the
      Optionee shall extend to the Company and/or its Affiliate a security or guarantee for the payment of tax due at the time of
      sale of Shares, all in accordance with the provisions of Section 102 and the rules, regulation or orders promulgated
      thereunder.

7.4   The Optionee acknowledges that in the event Company's shares shall be registered for trading in any public market, the
      Optionee‟s right to sell Shares may be subject to limitations (including a lock-up period), as will be requested by the
      Company or its underwriters, and the Optionee unconditionally agrees and accepts any such limitations.

      The Optionee acknowledges that in order to enforce the above restriction, the Company may impose stop-transfer
      instructions with respect to the exercised Shares.


                                                         33
      7.5      The Optionee shall not dispose of any Shares in transactions which violate, in the opinion of the Company, any applicable
               laws, rules and regulations.

      7.6      The Optionee agrees that the Company shall have the authority to endorse upon the certificate or certificates representing the
               Shares such legends referring to the foregoing restrictions, and any other applicable restrictions as it may deem appropriate
               (which do not violate the Optionee's rights according to this Option Agreement).

8.    Taxes; Indemnification

      8.1      Any tax consequences arising from the grant or exercise of any Option, from the payment for Shares covered thereby or
               from any other event or act (of the Company and/or its Affiliates, the Trustee or the Optionee), hereunder, shall be borne
               solely by the Optionee. The Company and/or its Affiliates and/or the Trustee shall withhold taxes according to the
               requirements under the applicable laws, rules, and regulations, including withholding taxes at source. Furthermore, the
               Optionee hereby agrees to indemnify the Company and/or its Affiliates and/or the Trustee and hold them harmless against
               and from any and all liability for any such tax or interest or penalty thereon, including without limitation, liabilities relating
               to the necessity to withhold, or to have withheld, any such tax from any payment made to the Optionee.

      8.2      The Optionee will not be entitled to receive from the Company and/or the Trustee any Shares allocated or issued upon the
               exercise of Options prior to the full payments of the Optionee‟s tax liabilities arising from Options which were granted to
               him and/or Shares issued upon the exercise of Options. For the avoidance of doubt, neither the Company nor the Trustee
               shall be required to release any share certificate to the Optionee until all payments required to be made by the Optionee have
               been fully satisfied.

      8. 3     The receipt of the Options and the acquisition of the Shares to be issued upon the exercise of the Options may result in tax
               consequences. THE OPTIONEE IS ADVISED TO CONSULT A TAX ADVISER WITH RESPECT TO THE TAX
               CONSEQUENCES OF RECEIVING OR EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.

      8. 4     With respect to Approved 102 Options, the Optionee hereby acknowledges that he is familiar with the provisions of Section
               102 and the regulations and rules promulgated thereunder, including without limitations the type of Option granted
               hereunder and the tax implications applicable to such grant. The Optionee accepts the provisions of the trust agreement
               signed between the Company and the Trustee, attached as Appendix C hereto, and agrees to be bound by its terms.

      9.       Miscellaneous

9.1   No Obligation to Exercise Options . The grant and acceptance of these Options imposes no obligation on the Optionee to exercise it.

9.2   Confidentiality . The Optionee shall regard the information in this Option Agreement and its Appendixes attached hereto as
      confidential information and the Optionee shall not reveal its contents to anyone except when required by law or for the purpose of
      gaining legal or tax advice.

9.3   Continuation of Employment or Service . Neither the Plan, the Appendix A nor this Option Agreement shall impose any obligation
      on the Company or an Affiliate to continue the Optionee‟s employment or service and nothing in the Appendix A or in this Option
      Agreement shall confer upon the Optionee any right to continue in the employ or service of the Company and/or an Affiliate or
      restrict the right of the Company or an Affiliate to terminate such employment or service at any time.


                                                                     34
9.4      Entire Agreement . Subject to the provisions of the Appendix A, to which this Option Agreement is subject, this Option Agreement,
         together with the Appendixs hereto, constitute the entire agreement between the Optionee and the Company with respect to Options
         granted hereunder, and supersedes all prior agreements, understandings and arrangements, oral or written, between the Optionee and
         the Company with respect to the subject matter hereof.

9.5      Failure to Enforce - Not a Waiver . The failure of any party to enforce at any time any provisions of this Option Agreement or the
         Appendix A shall in no way be construed to be a waiver of such provision or of any other provision hereof.

9.6      Provisions of the APPENDIX A . The Options provided for herein are granted pursuant to the Plan and Appendix A and said Options
         and this Option Agreement are in all respects governed by the Plan and Appendix A and subject to all of the terms and provisions of
         the Plan and Appendix A.

        Any interpretation of this Option Agreement will be made in accordance with the the Plan and Appendix A but in the event there
        is any contradiction between the provisions of this Option Agreement and the Plan and/or Appendix A, the provisions of the
        Option Agreement will prevail.

9.7      Binding Effect . The Plan, Appendix A and this Option Agreement shall be binding upon the heirs, executors, administrators and
         successors of the parties hereof.

9.8      Notices . All notices or other communications given or made hereunder shall be in writing and shall be delivered or mailed by
         registered mail or delivered by email or facsimile with written confirmation of receipt to the Optionee and/or to the Company at the
         addresses shown on the letterhead above, or at such other place as the Company may designate by written notice to the Optionee. The
         Optionee is responsible for notifying the Company in writing of any change in the Optionee‟s address, and the Company shall be
         deemed to have complied with any obligation to provide the Optionee with notice by sending such notice to the address indicated
         below.



/s/ Eitan Shmeuli
Name:Eitan Shmeuli
Position:Director


I, the undersigned, hereby acknowledge receipt of a copy of the Plan, Appendix A and accept the Options subject to all of the terms and
provisions thereof. I have reviewed the Plan, Appendix A and this Option Agreement in its entirety, have had an opportunity to obtain the
advice of counsel prior to executing this Option Agreement, and fully understand all provisions of this Option Agreement. I agree to
notify the Company upon any change in the residence address indicated above.


Optionee's Siganture

/s/ Prof. Avi Nachmias

10/01/2009



Attachments:                       Appendix A:       Pimi 2008 Share Option Plan


Appendix B:                        Terms of the Option


Appendix C:                        Trust Agreement




                                                                     35
                                                     --




                                               APPENDIX B




                                           TERMS OF THE OPTION




Name of the Optionee:                                 Prof. Avi Nchmias
Date of Grant:                                                                         1.12.08
Designation:                                          Approved 102 Option: Capital Gain Option (CGO)
1.      Number of Options granted:                    31,177
2.      Purchase Price:                               Last round of Investment Price
3.      Vesting Dates:




                       Number of Options        Vesting Date
                       15,588                   1.12.2009
                       15,589                   1.12.2010


4.      Expiration Date:                                           1.12.2018



                                                     36
                                                        Appendix C

                                                     Trust Agreement

                                         Made in Tel Aviv on September 17, 2008


BETWEEN:       S.G.S Trustee Ltd.
              Of Berkuvitz 4, Tel Aviv
              (hereinafter referred to as " the Trustee")
                                                                                                                         of the one part

AND:          Pimi Agro Cleantech Ltd, private company no. 513497123
               of Hozot Alonim, Alonim
              (hereinafter referred to as “ the Issuing Company ”)



                                                                                                                       of the other part


WHEREAS                   On September 7, 2008 the Company adopted a share issuance plan for its employees, directors or services
                          providers (hereinafter: " the Employees") , as its meaning of this term under section 102 to the Order
                          (hereinafter: " the Plan") ;

AND WHEREAS       According to the Plan, the Company shall issue from time to time shares or rights to receive shares to Employees,
                  by issuance of shares through a trustee;

AND WHEREAS       According to the Plan all the shares will be issued to the Trustee, which will hold the shares in trust, until the end
                  of the term as mentioned in the Order, the Income Tax rules (Tax Relief when Issuing Shares for Employees), 2003
                  (hereinafter : "the Rules"), the Plan and in this Trust Agreement;

AND WHEREAS       The Company has chosen Ronen Solomon, Adv. of S.G.S Trustees Ltd. to serve as a trustee for the purpose of the
                  Plan, and he has agreed to serve as trustee for all the employing companies and their employees;

                                                   NOW THEREFORE IT IS AGREED BETWEEN THE PARTIES AS FOLLOWS:



                                                             37
  25. The recitals to this Trust Agreement constitute an integral part of it.

  26. According to the Plan, the Company's shares will be issued, only on the name of the Trustee, and the shares will be held by the Trustee
      until the end of the term, as defined in section 102 to the Order.

  27. Prior to the tax payment which applies, as stated in section 7 to the Rules, the shares will not be subject to transfer, assignment, pledge
      or any other lien with intent, and no power of attorney or deed of transfer, which are valid or will be valid in the future, excluding a
      transfer by virtue of will or in accordance with the law; In case the transfer of shares by virtue of will or law, section 102 of the Order
      and the Rules shall apply on the successor or Employers transferee.

  28. After the end of the term each Employee shall be entitled, at any time to instruct the trustee to transfer on his name the shares which he
      is entitled to, provided that the Trustee shall transfer the shares, unless the tax payment which applies on the Employee, according to
      section 102 to the Order and the Rules (hereinafter: " the Applicable Tax") has been paid, and the Trustee has evidence for the
      payment from the assessing officer.

  29. If, in accordance with the conditions of the Plan, the Employee will be granted with rights to purchase shares or will be issued with
      bonus shares, the rights or the shares or the bonus shares will be issued on the name of the Trustee. The Employee will be entitled to
      instruct the Trustee to exercise the rights or the bonus shares after the end of the term as determined in the Plan. The shares which are
      subject to the Plan will be issued to the Trustee according to section 2 to the Rules, and the Plan will apply on such shares, including the
      choice of the tax course and the instructions of this Trust Agreement. However, the period until the end of the term shall be counted
      from the share issuance that is driven from the rights or the bonus shares issued.

  30. The Company obligates toward the Trustee that it shall not issue shares to the Employees in the frame work of the Plan, unless the
      Employee will declare he knows that section 102 to the Order and the tax course apply on him, and his agreement in writing to the
      conditions of this Trust Agreement, and his obligation not to exercise the shares before the end of the period, as described in section 102
      to the order, is granted.

AS WITNESS THE HANDS OF THE PARTIES

The Company                                                                     The Employee


/s/                                                                             /s/
Name                                                                            Name
Title                                                                           Title



                                                                        38
                                                    Pimi Clean Technologies LTD.


OPTION AGREEMENT


Made as of the 22 day of March, 2009




BETWEEN:               Pimi Agro Clean Technologies Ltd.
                      (previously "Pimi Marion Holdings Ltd.")
                      A company incorporated in Israel
                      registered office is at P.O. Box 117
                      Hutzot Alonim 30049, Israel
                      (hereinafter the “ Company” )


                             on the one part




AND:                  Avi Levy
                     I.D. No. 050549930
                      Hakarkom St` 2, Kiryat Tivon, Israel
                      (hereinafter the “ Optionee ”)


                      on the other part


WHEREAS                 On September 7, 2008, the Company duly adopted and the Board approved the “Pimi 2008 Option Plan” a copy of
                        which is attached as Appendix A hereto, forming an integral part hereof (the “ Appendix A ”); and -

WHEREAS                 Pursuant to the Appendix A and to Pimi 2008 Option Plan (the “Plan”), the Company has decided to grant Options
                        to purchase Shares of the Company to the Optionee, and the Optionee has agreed to such grant, subject to all the
                        terms and conditions as set forth in the Plan and as provided herein;



                                                                 39
NOW, THEREFORE , it is agreed as follows:

1.          Preamble and Definitions

1.1              The preamble to this agreement constitutes an integral part hereof.

1.2                      Unless otherwise defined herein, capitalized terms used herein shall have the meaning ascribed to them in the Appendix A
                         .

2.          Grant of Options

           2.1          The Company hereby grants to the Optionee the number of Options as set forth in Appendix B hereto, each Option shall be
                        exercisable for one Regular Share, upon payment of the Purchase Price as set forth in Appendix B , subject to the terms and
                        the conditions as set forth in the Appendix A and as provided herein.

           2.2          The Optionee is aware that the Company intends in the future to issue additional shares and to grant additional options to
                        various entities and individuals, as the Company in its sole discretion shall determine.

3.         Period of Option and Conditions of Exercise

           3.1          The terms of this Option Agreement shall commence on the Date of Grant and terminate at the Expiration Date, or at the
                        time at which the Option expires pursuant to the terms of the Appendix A or pursuant to this Option Agreement.

           3.2          Options may be exercised only to purchase whole Shares, and in no case may a fraction of a Share be purchased. If any
                        fractional Share would be deliverable upon exercise, such fraction shall be rounded up one-half or less, or otherwise rounded
                        down, to the nearest whole number.

      4.     FIRST ALTERNATIVE

           Notwithstanding anything to the contrary in Section 8.1 of the Plan and in addition thereto, if in any such Transaction as described in
           Section 8.1 of the Plan, the Successor Company (or parent or subsidiary of the Successor Company) does not agree to assume or
           substitute for the Options, the Vesting Dates shall be accelerated so that any unvested Option shall be immediately vested in full as of
           the date which is ten (10) days prior to the effective date of the Transaction, and the Committee shall notify the Optionee that the
           unexercised Options are fully exercisable for a period of ten (10) days from the date of such notice, and that any unexercised Options
           shall terminate upon the expiration of such period.

           If the Successor Company (or parent or subsidiary of the Successor Company) agrees to assume or substitute for the Options and
           Optionee‟s employment with the Successor Company is terminated by the Successor Company without “Cause” within one year of the
           closing of such Transaction, the Vesting Dates shall be accelerated so that any unvested portion of the substituted Option shall be
           immediately vested in full as of the date of such termination without Cause.

5.          Vesting; Period of Exercise

           Subject to the provisions of the Plan and Appendix A, Options shall vest and become exercisable according to the Vesting Dates set
           forth in Appendix B hereto, provided that the Optionee is an Employee of the Company and/or its Affiliates on the applicable Vesting
           Date . In case the Optionee is no longer an Employee of the Company and/or its Affiliates, the Optionee will be entitled to receive the
           Options which were accumulated on a quarterly basis, up to the date of termination of his employment with the company.

           All unexercised Options granted to the Optionee shall terminate and shall no longer be exercisable on the Expiration Date, as described
           the Appendix A.

6.          Exercise of Options

           6.1          Options may be exercised in accordance with the provisions of Section 9.1 of the Plan.

           6.2          In order for the Company to issue Shares upon the exercise of any of the Options, the Optionee hereby agrees to sign any
                        and all documents required by any applicable law and/or by the Company's Articles of Association.
6.3   The Company shall not be obligated to issue any Shares upon the exercise of an Option if such issuance, in the opinion of
      the Company, might constitute a violation by the Company of any provision of law.


                                                        40
7.   Restrictions on Transfer of Options and Shares

     7.1      The transfer of Options and the transfer of Shares to be issued upon exercise of the Options shall be subject to the limitations
              set forth in the Plan and in the Appendix A and in the Company‟s Articles of Association.

     7.2     With respect to any Approved 102 Option, subject to the provisions of Section 102 and any rules or regulation or orders or
             procedures promulgated thereunder, an Optionee shall not be entitled to sell or release from trust any Share received upon
             the exercise of an Approved 102 Option and/or any share received subsequently following any realization of rights,
             including without limitation, bonus shares, until the lapse of the Holding Period required under Section 102 of the
             Ordinance.

     7.3      With respect to Unapproved 102 Option, if the Optionee ceases to be employed by the Company or any Affiliate, the
              Optionee shall extend to the Company and/or its Affiliate a security or guarantee for the payment of tax due at the time of
              sale of Shares, all in accordance with the provisions of Section 102 and the rules, regulation or orders promulgated
              thereunder.

     7.4      The Optionee acknowledges that in the event Company's shares shall be registered for trading in any public market, the
              Optionee‟s right to sell Shares may be subject to limitations (including a lock-up period), as will be requested by the
              Company or its underwriters, and the Optionee unconditionally agrees and accepts any such limitations.

             The Optionee acknowledges that in order to enforce the above restriction, the Company may impose stop-transfer
             instructions with respect to the exercised Shares.

     7.5      The Optionee shall not dispose of any Shares in transactions which violate, in the opinion of the Company, any applicable
              laws, rules and regulations.

     7.6      The Optionee agrees that the Company shall have the authority to endorse upon the certificate or certificates representing the
              Shares such legends referring to the foregoing restrictions, and any other applicable restrictions as it may deem appropriate
              (which do not violate the Optionee's rights according to this Option Agreement).

8.   Taxes; Indemnification

     8.1      Any tax consequences arising from the grant or exercise of any Option, from the payment for Shares covered thereby or
              from any other event or act (of the Company and/or its Affiliates, the Trustee or the Optionee), hereunder, shall be borne
              solely by the Optionee. The Company and/or its Affiliates and/or the Trustee shall withhold taxes according to the
              requirements under the applicable laws, rules, and regulations, including withholding taxes at source. Furthermore, the
              Optionee hereby agrees to indemnify the Company and/or its Affiliates and/or the Trustee and hold them harmless against
              and from any and all liability for any such tax or interest or penalty thereon, including without limitation, liabilities relating
              to the necessity to withhold, or to have withheld, any such tax from any payment made to the Optionee.

     8.2      The Optionee will not be entitled to receive from the Company and/or the Trustee any Shares allocated or issued upon the
              exercise of Options prior to the full payments of the Optionee‟s tax liabilities arising from Options which were granted to
              him and/or Shares issued upon the exercise of Options. For the avoidance of doubt, neither the Company nor the Trustee
              shall be required to release any share certificate to the Optionee until all payments required to be made by the Optionee have
              been fully satisfied.

     8. 3     The receipt of the Options and the acquisition of the Shares to be issued upon the exercise of the Options may result in tax
              consequences. THE OPTIONEE IS ADVISED TO CONSULT A TAX ADVISER WITH RESPECT TO THE TAX
              CONSEQUENCES OF RECEIVING OR EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.



                                                                    41
         8. 4     With respect to Approved 102 Options, the Optionee hereby acknowledges that he is familiar with the provisions of Section
                  102 and the regulations and rules promulgated thereunder, including without limitations the type of Option granted
                  hereunder and the tax implications applicable to such grant. The Optionee accepts the provisions of the trust agreement
                  signed between the Company and the Trustee, attached as Appendix C hereto, and agrees to be bound by its terms.

        9.        Miscellaneous

9.1      No Obligation to Exercise Options . The grant and acceptance of these Options imposes no obligation on the Optionee to exercise it.

9.2      Confidentiality . The Optionee shall regard the information in this Option Agreement and its Appendixes attached hereto as
         confidential information and the Optionee shall not reveal its contents to anyone except when required by law or for the purpose of
         gaining legal or tax advice.

9.3      Continuation of Employment or Service . Neither the Plan, the Appendix A nor this Option Agreement shall impose any obligation
         on the Company or an Affiliate to continue the Optionee‟s employment or service and nothing in the Appendix A or in this Option
         Agreement shall confer upon the Optionee any right to continue in the employ or service of the Company and/or an Affiliate or
         restrict the right of the Company or an Affiliate to terminate such employment or service at any time.

9.4      Entire Agreement . Subject to the provisions of the Appendix A, to which this Option Agreement is subject, this Option Agreement,
         together with the Appendixs hereto, constitute the entire agreement between the Optionee and the Company with respect to Options
         granted hereunder, and supersedes all prior agreements, understandings and arrangements, oral or written, between the Optionee and
         the Company with respect to the subject matter hereof.

9.5      Failure to Enforce - Not a Waiver . The failure of any party to enforce at any time any provisions of this Option Agreement or the
         Appendix A shall in no way be construed to be a waiver of such provision or of any other provision hereof.

9.6      Provisions of the APPENDIX A . The Options provided for herein are granted pursuant to the Plan and Appendix A and said Options
         and this Option Agreement are in all respects governed by the Plan and Appendix A and subject to all of the terms and provisions of
         the Plan and Appendix A.

        Any interpretation of this Option Agreement will be made in accordance with the the Plan and Appendix A but in the event there
        is any contradiction between the provisions of this Option Agreement and the Plan and/or Appendix A, the provisions of the
        Option Agreement will prevail.

9.7      Binding Effect . The Plan, Appendix A and this Option Agreement shall be binding upon the heirs, executors, administrators and
         successors of the parties hereof.

9.8      Notices . All notices or other communications given or made hereunder shall be in writing and shall be delivered or mailed by
         registered mail or delivered by email or facsimile with written confirmation of receipt to the Optionee and/or to the Company at the
         addresses shown on the letterhead above, or at such other place as the Company may designate by written notice to the Optionee. The
         Optionee is responsible for notifying the Company in writing of any change in the Optionee‟s address, and the Company shall be
         deemed to have complied with any obligation to provide the Optionee with notice by sending such notice to the address indicated
         below.



/s/ Eitan Shmeuli
Name:Eitan Shmeuli
Position:Director


I, the undersigned, hereby acknowledge receipt of a copy of the Plan, Appendix A and accept the Options subject to all of the terms and
provisions thereof. I have reviewed the Plan, Appendix A and this Option Agreement in its entirety, have had an opportunity to obtain the
advice of counsel prior to executing this Option Agreement, and fully understand all provisions of this Option Agreement. I agree to
notify the Company upon any change in the residence address indicated above.

Optionee's Siganture

/s/ Avi Levy
27/01/2009

Attachments:   Appendix A:       Pimi 2008 Share Option Plan

Appendix B:    Terms of the Option

Appendix C:    Trust Agreement




                                             42
                                                    --




                                              APPENDIX B




                                          TERMS OF THE OPTION




Name of the Optionee:                                Avi Levy
Date of Grant:                                                                        1.12.08
Designation:                                         Approved 102 Option: Capital Gain Option (CGO)
1.      Number of Options granted:                   31,177
2.      Purchase Price:                              Last round of Investment Price
3.      Vesting Dates:




                      Number of Options        Vesting Date
                      15,588                   1.12.2009
                      15,589                   1.12.2010
  4.    Expiration Date:                                            1.12.2018



                                                    43
                                                         Appendix C

                                                      Trust Agreement

                                          Made in Tel Aviv on September 17, 2008


BETWEEN:       S.G.S Trustee Ltd.
               Of Berkuvitz 4, Tel Aviv
              (hereinafter referred to as " the Trustee")
                                                                                                                            of the one part

AND:          Pimi Agro Cleantech Ltd, private company no. 513497123
               of Hozot Alonim, Alonim
              (hereinafter referred to as “ the Issuing Company ”)



                                                                                                                          of the other part


WHEREAS                    On September 7, 2008 the Company adopted a share issuance plan for its employees, directors or services
                           providers (hereinafter: " the Employees") , as its meaning of this term under section 102 to the Order
                           (hereinafter: " the Plan") ;

AND WHEREAS       According to the Plan, the Company shall issue from time to time shares or rights to receive shares to Employees,
                  by issuance of shares through a trustee;

AND WHEREAS       According to the Plan all the shares will be issued to the Trustee, which will hold the shares in trust, until the end of
                  the term as mentioned in the Order, the Income Tax rules (Tax Relief when Issuing Shares for Employees), 2003
                  (hereinafter : "the Rules"), the Plan and in this Trust Agreement;

AND WHEREAS       The Company has chosen Ronen Solomon, Adv. of S.G.S Trustees Ltd. to serve as a trustee for the purpose of the
                  Plan, and he has agreed to serve as trustee for all the employing companies and their employees;

                                                    NOW THEREFORE IT IS AGREED BETWEEN THE PARTIES AS FOLLOWS:



                                                              44
  31. The recitals to this Trust Agreement constitute an integral part of it.

  32. According to the Plan, the Company's shares will be issued, only on the name of the Trustee, and the shares will be held by the Trustee
      until the end of the term, as defined in section 102 to the Order.

  33. Prior to the tax payment which applies, as stated in section 7 to the Rules, the shares will not be subject to transfer, assignment, pledge
      or any other lien with intent, and no power of attorney or deed of transfer, which are valid or will be valid in the future, excluding a
      transfer by virtue of will or in accordance with the law; In case the transfer of shares by virtue of will or law, section 102 of the Order
      and the Rules shall apply on the successor or Employers transferee.

  34. After the end of the term each Employee shall be entitled, at any time to instruct the trustee to transfer on his name the shares which he
      is entitled to, provided that the Trustee shall transfer the shares, unless the tax payment which applies on the Employee, according to
      section 102 to the Order and the Rules (hereinafter: " the Applicable Tax") has been paid, and the Trustee has evidence for the
      payment from the assessing officer.

  35. If, in accordance with the conditions of the Plan, the Employee will be granted with rights to purchase shares or will be issued with
      bonus shares, the rights or the shares or the bonus shares will be issued on the name of the Trustee. The Employee will be entitled to
      instruct the Trustee to exercise the rights or the bonus shares after the end of the term as determined in the Plan. The shares which are
      subject to the Plan will be issued to the Trustee according to section 2 to the Rules, and the Plan will apply on such shares, including the
      choice of the tax course and the instructions of this Trust Agreement. However, the period until the end of the term shall be counted
      from the share issuance that is driven from the rights or the bonus shares issued.

  36. The Company obligates toward the Trustee that it shall not issue shares to the Employees in the frame work of the Plan, unless the
      Employee will declare he knows that section 102 to the Order and the tax course apply on him, and his agreement in writing to the
      conditions of this Trust Agreement, and his obligation not to exercise the shares before the end of the period, as described in section 102
      to the order, is granted.




 AS WITNESS THE HANDS OF THE PARTIES

The Company                                                                     The Employee

/s/                                                                             /s/
Name                                                                            Name
Title                                                                           Title




                                                                        45
Exhibit 10.10



REF: F:/Sadot/PimiMarion/Makhteshim_Nir_Ag/BSR/25.12.08
[TRANSLATED FROM THE HEBREW]


                                                               AGREEMENT

                                                 Made in Tel Aviv this 12th day of July 2004


BETWEEN:             Makhteshim Chemical Works Ltd

                     of PO Box 60, Beer Sheva 84100
                     (hereinafter referred to as “Makhteshim”)

                                                                                                                                  of the one part

AND:                 Nir Ecology Ltd

                     of 17 Maaleh Avshalom, Kiriyat Tivon
                     (hereinafter referred to as “Nir”)

                                                                                                                                of the other part


WHEREAS                            the parties entered into a contract between them on 17th September 1998 and subsequent addenda
                                   (hereinafter referred to as “the contract”);

AND WHEREAS                on 26th September 2003 Makhteshim gave notice to Nir that it was bringing the contract to an end;

AND WHEREAS                the parties wish to conclude their relationship amicably, allowing for cooperation in the future, and they wish to
                           avoid any claims or complaints against each other with regard to the contract and its termination, subject as
                           provided herein.

NOW THEREFORE IT IS WARRANTED, PROVIDED AND AGREED BETWEEN THE PARTIES AS FOLLOWS:

1.      The recitals hereto constitute an integral part hereof. Every term in this agreement shall be construed in accordance with the definition
        given to it in the contract. *

2.      In accordance with Nir‟s instruction, Makhteshim hereby transfers to Pimi Marion Holdings Ltd all the rights in the know-how and/or
        information in its possession in connection with the product known as MC-100 (hereinafter referred to as “the product”), together
        with the rights in the patents and/or patent applications and/or licences granted in respect of them to Makhteshim and/or any other
        entity, insofar as there are such, together with plans and/or drawings and/or reports and/or correspondence and/or test results and/or
        trial results and/or every other document whatsoever connected with the product, whether in magnetic media, or in a document and/or
        written, free of any charge and/or attachment and/or third party rights whatsoever (hereinafter referred to as “the information and the
        rights”). The information shall be transferred, and the rights are hereby transferred, to Pimi Marion Holdings Ltd without any
        consideration from it or Nir. Makhteshim warrants that in September 2003 it transferred all the documents and information in its
        possession to Nir. Nir warrants, on the basis of Makhteshim‟s warranty, that it has received from Makhteshim the documents and the
        information that was in Makhteshim‟s possession. The aforegoing shall not apply to the patent application that has been made to the
        Registrar of Patents in Israel, which was transferred by Makhteshim at its own expense prior to the date hereof into the name of Nir or
        to a licence of the Israeli Plant Protection Authority to use “ el navat ”, which will be transferred into the name of Pimi Marion
        Holdings Ltd within 30 days. Should it transpire that Makhteshim has other information or documents that have not been transferred
        to Nir, they will be transferred to Pimi Marion immediately the same becomes known.
         The aforegoing does not derogate from Makhteshim‟s rights by virtue of clause 13.1 of the contract with regard to applications of the
         products that do not belong to the sphere of the know-how and/or the patent application and/or the patent and/or the patents and/or the
         developments and are not in the sphere of the agricultural applications.

3.       All the provisions of the contract with regard to non-competition and confidentiality, which also apply after the relationship, shall
         continue to apply.

4.       Makhteshim undertakes to act at its own expense to register a transfer of the rights in the patents and patent applications in connection
         with the product to Pimi Marion Holdings Ltd in the states detailed in appendix “A” hereto. For the avoidance of doubt, it is hereby
         expressed that if the transfer of the patents or patent applications from Nir‟s name into the name of Pimi Marion Holdings Ltd is
         precluded for reasons independent of Makhteshim and not connected with it (including due to proceedings in opposition to the patent
         applications), Makhteshim shall have performed its obligation pursuant to this clause by giving Nir or such person as Nir directs all
         the documents necessary for making such transfer as aforesaid and paying Nir or such person as Nir directs the official fee necessary
         for the transfer of the rights in the patent or the patent applications in that particular state.

5.       On signing this agreement and subject to the performance hereof, neither of the parties shall have any claim or complaint against the
         other and/or its shareholders and/or directors in connection with any act or omission concerning the contract and/or its termination
         and/or anything else relating to the parties‟ relationship, subject as provided in clause 3 above.

                                              AS WITNESS THE HANDS OF THE PARTIES


Nir Ecology Ltd                                                              Makhteshim Chemical Works Ltd


/s/ Nir Ecology Ltd                                                          /s/ Yossy Gur
                                                                             Yossy Gur
                                                                             Vice President and Comercial Director




*
      Translator‟s note: the translation has been prepared without reference to the contract.
Exhibit 10.11
                                                                Agreement

                                         This Agreement is made on the 11 Day of November 2005

                                                                          Between

Nir Ecology Ltd,
And Nimrod Ben Yehuda
POB 182 Kiryat Tivon, Israel
(Hereinafter “ Nir ”)                                                                               of the one party;
 And Between,



Pimi Marion Holdings Ltd
of Kibutz Alonim,
(hereinafter: “ Pimi ”)                                                                             on the other party ;

Whereas                        Under an Agreement dated 12 July, 2004 attached as Appendix A, Nir has instructed Makhteshim Chemical
                               Works LTD (hereinafter: “ Makhteshim ”) to transfer to Pimi all of the Know how and patents and patents
                               applications and/or licenses relating to the product as defined in the above mentioned Agreement (hereinafter: “
                               The Intellectual Property ”);

And whereas            Makhteshim has acted under the instruction of Nir and has assigned to Pimi the Intellectual Property;

And whereas                    The assignment is under process of execution and has not been completed;




                                                                      1
                             Now therefore it has been declared and agreed between the Parties as follows :

     1. Nir declares and confirms that subject to section 3 here in under that The Intellectual Property belongs exclusively to Pimi.

     2. Nir will act and sign on any document necessary for the completion of the assignment of The Intellectual Property to Pimi.

     3. It is hereby clarified agreed and understood that Nir or Nimrod Ben-Yehuda or Nava Ben Yehuda (or any company in which Nir or
        Nimrod Ben-Yehuda or Nava Ben Yehuda have interest in) has been granted an irrevocable exclusive worldwide right of use in the
        Intellectual Property Patents and/or the Patents Application for water treatment applications. Pimi will sign any document necessary
        for the implementation of such right.

                                        In Witness Whereof the Parties has singed this agreement:


/s/ Nir Ecology Ltd                                                         /s/ Elitan Shmeuli
Name; Nir Ecology Ltd                                                       Name: Elitan Shmeuli

Nir Ecology Ltd                                                             Pimi Marion Holdings Ltd


We agree to and confirm the above,

/s/ Nava Ben Yehuda
Nava Ben Yehuda




                                                                       2
Exhibit 10.12
                                                                Agreement


                                        This Agreement is made on the 11 Day of Novemeber 2005


Between

Nir Ecology Ltd,
And Nimrod Ben Yehuda
POB 182 Kiryat Tivon, Israel
(Hereinafter “ Nir ”)                                                                                 of the one party ;

And Between,

Pimi Marion Holdings Ltd
of POB 117 Hutzut Alonim, Israel,
(Hereinafter: “ Pimi ”)                                                                                 on the other party;

Whereas                                  Nir is sole agent of Sanosil LTD of Switzerland in Israel since 1990 for Sanosil disinfectant
                                         products and is the only importer of the Sanosil concentrate (hereinafter: “ Sanosil Concentrate ”)
                                         for Israel;

And Whereas                    Nir has all the licenses and approvals required for the importation of the Products to Israel;

And Whereas                    Pimi wishes to purchase the Products from Nir and/or directly from Sanosil LTD;

                               Now therefore it has been declared and agreed between the Parties as follows:

     1. Nir will sell to Pimi the Sanosil Concentrate for any use under its Patents and Patents Application except for water treatment, at Nir
        cost price plus all taxes, transportation and insurance costs plus 10% handling commission.


     2. Pimi is entitled to purchase the Sanosil Concentrate for any use under its Patents and Patents Application except for water treatment
        for worldwide use, directly from Sanosil LTD on terms to be agreed between Pimi and Sanosil.


     3. As long as Sanosil Patent for the concentrate is in force, Pimi will purchase the Sanosil concentrate from Sanosil or from Nir as
        mentioned above. After the expiration of Sanosil Patent for the concentrate Pimi will purchase the concentrate from Sanosil or from
        Nir or from any other supplier based on commercial considerations. .
                          In Witness Whereof the Parties has singed this agreement:

Nir Ecology Ltd,                                          Pimi Marion Holdings Ltd

/s/ Nimrod Ben Yehuda                                     /s/ Pimi Marion Holdings Ltd
Name: Nimrod Ben Yehuda                                   Name Pimi Marion Holdings Ltd
Exhibit 10.13

                                                            AGREEMENT

This Share Purchase Agreement ( “Agreement” ) signed on 13 November , 2005 by and between Pimi Marion Holdings Ltd , (Company
number 51-349712-3), incorporated in the State of Israel ( “The Company” ) and Mr. Nimrod Ben-Yehuda , I.D. 051795631 and
Omdan Consulting and Instructing LTD private company no. 51-146831-6 , (jointly and severally: the “Shareholders” ) from one
side, and Mr. Alon Carmel and JNS Capital LLC (jointly and severally: “The Investors” ) from the other side.

                                                              RECITALS

Whereas                    The parties have executed a term sheet pursuant to which they now wish to execute this Agreement, and;

Whereas                    The Investors after having conducted due diligence of the Company business inter alia by experts, and after being
                           involved in the Company business and activity (including trade show and negotiations) desire to invest in The
                           Company against the issuance of The Company‟s Ordinary and Management shares in accordance with the terms
                           set forth in this Agreement.



Now therefore the parties agree to the following:

1.       DEFINITIONS AND EXHIBITS

For the purpose of this Agreement, capitalized words shall have the meanings as specified below or as defined in other parts of this
Agreement.

“Business Plan” - Financial and non-financial targets that the Company believes it can meet, on a quarterly basis in the years 2005, 2006
and 2007 – all of which are incorporated in a document titled the Business Plan which is attached to this agreement as Appendix “A”.

“Investment” - A total of US $900,002 to be funded in quarterly installments as provided for in the Business Plan against the issuance of
120,000 Ordinary Shares of the Company at the price of $7.50 per shares, and 2 Management Shares at the price of $1.00 each.

 “The Loan Agreement” – the loan agreement dated February 7, 2005 and as amended on May 11, 2005 attached hereto as Appendix
“B” .

“The Loan” - Investors have previously made four loans to the Company totaling $180,000 pursuant to The Loan Agreement.

“Intellectual Property” - The Patents and Patent applications described in Appendix “C” , as well as any and all related intellectual
property, including knowledge, technologies and know-how that have been developed, registered and/or accumulated by Mr. Nimrod
Ben-Yehuda, in relation to the Patents and Patents applications which Intellectual Property is currently owned by the Company or will be
transferred to the ownership of the Company without any consideration – excluding rights to use and/or benefit from that portion of the
Intellectual Property that pertains to the exclusive purpose of water treatment.

2.       SALE AND TRANSFER OF SHARES / SIGNING AND CLOSING




                                                                      1
2.1         SHARES

      Subject to the terms and conditions of this Agreement (including, without limitation, subject to the fulfillment of the conditions and
      obligations set out in Sections 2.3 and 2.4 below), at the Closing, The Company shall issue and deliver the Investors the Shares, free
      and clear of all Encumbrances, and The Investors will invest the investment sums in The Company, as set out in Section 2.2 below.

2.2         INVESTORS UNDERTAKINGS


      (a)          The investment shall be in the total sum of US$ 900,002 (Nine hundred thousand and two US Dollars) (“ The Investment ”).


      (b)          The Investment shall be satisfied as follows:


              i)          Pursuant to a previously signed Term Sheet, the Investors have increased their loan to the Company to US $110,000 on
                          the same terms and conditions provided in the Loan Agreement dated February 7, 2005 and its addendum dated May
                          11, 2005.

              ii)         On August 23 2005, the Parties have agreed to a new Business Plan, and therefore Investors have increased the loan to
                          the Company to $140,000 on the same terms and conditions provided in the Loan Agreement dated February 7, 2005
                          and its addendum dated May 11, 2005.

              iii)        On October 2005 the Investors have made an additional loan to the Company in the sum of $40,000 on the same terms
                          and conditions provided in the Loan Agreement dated February 7, 2005 and its addendum dated May 11, 2005.

      (c)          The investors shall convert any and all sums, which were furnished to the company as The Loan, to an investment to be
                   deducted immediately from the funding obligations undertaken by Investors.

      (d)          Pay to the Company the sum of $2.00 for the 2 Management Shares at the price of $1.00 per Management Share.

      (e)          Fund The Investment instalments according to the Business Plan. Each instalment shall be funded for the subsequent quarter,
                   no later than 45 days prior to the end of each quarter, subject to clause 4.2(b) hereinafter.

      (f)          In the event that the Company exceeds the quarterly benchmarks provided in the Business Plan, Investors shall consider,
                   favourably, the possibility to accelerate the funding of their Investment should Investors decide that such acceleration of
                   funding assists the needs of the Company.


                                                                        2
      2.3
      COMPANY UNDERTAKINGS

      (a)       The Company shall issue to The Investors 24,000 Ordinary Shares against the funding of the Investment pursuant to
                Paragraphs 2.2 (b)(a) and 2.2 (b)(b).

      (b)       In addition, The Company shall issue 96,000 Ordinary shares to an Escrow holder pursuant to the Escrow Clause set forth
                below.

      (c)       The Company shall issue 2 management shares to the Escrow holder pursuant to the Escrow Clause below.

      (d)       Subsequently, Company will provide to The Investors financial reports as following:

                i)       Management-prepared monthly reports – no later than on the 20 th day of the subsequent month.

                ii)      Auditor-reviewed reports – no later than on the 45    th
                                                                                    day of the month subsequent to the end of each of the 1 st , 2   nd


                         and 3 rd quarter of the year.

                iii)     Audited financial reports – no later than 120 days subsequent to the end of the year.

2.4     ESCROW CLAUSE


            (a)The parties shall appoint Advocate Yoel Levy of Twin Tower 1, 33 Jabotinsky st., Ramat Gan to act as escrow holder (“Escrow
            Holder”). At the signing of this Agreement, the Company shall issue 96,000 ordinary shares of NIS 0.01par value each and two (2)
            management shares of NIS 1 par value each to the Escrow Holder. The Escrow Holder shall act in accordance with the following:

            (b)Escrow shall deliver to Investors the Ordinary Shares:

                i)       Upon notice from the Investors to Escrow, with a copy to the Company, of the funding of an instalment of the
                         Investment accompanied by a receipt from the Company evidencing such instalment or a receipt evidencing a wire
                         transfer of such instalment to the Company‟s bank account Escrow shall deliver to Investors the number of shares
                         that, at the price of $7.50 per share, corresponds to the amount of the instalment.

                ii)      All the shares held by Escrow upon notice, by Investors, of a Material Breach by Company, as defined hereinafter,
                         and against payment to Escrow, by Investors, of the sum representing NIS 0.01 per share multiplied by the total
                         number of shares held by Escrow, which sum Escrow will then deliver to the Company. The notice will be
                         accompanied by an affidavit of one of the Investors that all the terms of section 4.2(iii) (b) have been fulfilled.

            (c)Escrow shall deliver to Investors the 2 Management Shares held by Escrow as following:

                i)       One (1) Management Share shall be delivered to Investors upon notice from the Investors to Escrow, with a copy to
                         the Company, that they have funded a total of $450,000 of the investment, accompanied by receipts from the
                         company and/or wire transfer receipts evidencing funding of the entire $450,000 less the sums provided in
                         Paragraphs 2.a and 2.b.

                ii)      One (1) Management Share shall be delivered to Investors upon notice from the Investors to Escrow, with a copy to
                         the Company, that they have completed the funding of their entire Investment obligation under the Investment
                         Agreement, accompanied by receipts from the company and/or wire transfer receipts evidencing funding of the entire
                         $900,000 less the sums provided in Paragraphs 2.a and 2.b.

                iii)     Upon receipt of notice from the Investors to Escrow, with a copy to the Company, of a Material Breach by Company,
                         as defined hereinafter, accompanied by an affidavit of one of the Investors that all the terms of section 4.2(iii)(b) have
                         been fulfilled.

            (d)In the event of a breach by the Investors, Escrow shall deliver all the Ordinary Shares and Management Shares then held by
            Escrow to the Company.
3
2.5           Performances by Share Holders :

                 The holders of the 2 Management Shares not allocated to Investors shall support the creation by the Company of an
                 Employee Stock Option Plan and the allocation of 24,000 of the authorized ordinary shares to such plan.

2.6       SIGNING AND CLOSING

                      Acts to be Performed Prior to the execution of this agreement:

        (a)       Immediately prior to the execution of this agreement, the Company and the Shareholders will present to The Investors for
                  examination all the documents (“The Closing Documents"), as set out below:

                (1)        Resolutions of The Company‟s board of directors (“The Company‟s Board of Directors“) resolving (i) to approve the
                           execution of this Agreement; and (ii) to approve the issuing of the shares pursuant to this Agreement and to authorize
                           the directors of The Company to sign the appropriate documentation;

                (2)        Share allocation forms conforming with the articles of association of The Company, in respect of the shares, duly
                           executed by The Company and The Shareholders;



3.        REPRESENTATIONS AND WARRANTIES.

The Company and the Shareholders hereby represent and warrant, jointly and severally, to The Investors the representations and warranties
set forth in Sections 3.1 through 3.6 (inclusive) (“ The Warranties “) and undertake that the Warranties are true and accurate in all
respects as of the agreement execution date, and acknowledge that The Investor has agreed to enter into this Agreement relying, inter alia ,
on the truth and accuracy of The Warranties. No representation or warranty of The Company or the Shareholders in this Agreement omits
to state a material fact necessary to make the statements herein or therein, and is, in light of the circumstances in which they were made,
not misleading. It is hereby clarified that the Investors have conducted due diligence of the Company business, Know-How, and Patents by
their own experts, and has escorted the Company and took part in its activity since 1 st of January 2005.



3.1       SHARE CAPITAL, TITLE, ORGANIZATION, AUTHORITY, COMPLIANCE

3.1.1                 Share Capital and Title

                 The authorized share capital of The Company consists of 9,999,600 ordinary shares of NIS 0.01 par value per share and 4
                 management shares of NIS 1.00 par value per share, of which 120,000 ordinary shares and 2 management shares are issued
                 and outstanding, and constitute all of The Company‟s shares prior to the issuance of shares pursuant to this Agreement.
                 The Shareholders are the registered owners and holders of all the issued shares, free and clear of all encumbrances,
                 including, without limitation any encumbrances to the benefit of any beneficiary owners. Mr. Nimrod Ben-Yehuda,
                 through Ash-Dor Assets Management and Trusts Ltd is the owner of 75% of the Shares, comprising 90,000 Ordinary
                 Shares and 1 Management Share, and Mr. Eitan Shmueli through Omdan Consulting and Instruction Ltd is the owner of
                 25% of the Shares, comprising 30,000 ordinary shares and 1 management share. No reference to any purported
                 Encumbrance appears upon any certificate representing the share capital of The Company. All of the outstanding share
                 capital of The Company, has been duly authorized, validly issued and is fully paid-up and non-assessable. There are no
                 options, warrants and/or any Contracts relating to the issuance, sale, or transfer of any shares or other securities of The
                 Company except for the obligation to eNitiatives under section 3.3.8(iii) of this Agreement. None of the outstanding shares
                 or other securities of The Company was issued in violation of the Israeli Companies Law, 1999 or any other legal
                 requirement. The shares shall, upon their issuance or transfer to The Investors, vest in The Company, free of any
                 encumbrances, and all rights (including voting rights, equity and all other rights) of shareholders in The Company.


                                                                           4
3.1.2            Subsidiaries

              The Company does not own directly or indirectly, nor is entitled and/or required to acquire, any shares or other securities
              of any Person pursuant to any Contract or otherwise, nor does The Company have any direct or indirect equity or
              ownership interest in any other business.

3.1.3            Organization and Good Standing

(a)     The Company is a corporation duly organized, validly existing, and in good standing under the laws of Israel, with full corporate
        power and authority to conduct its business as it is now being conducted, to own, lease or use the assets that it purports to own, lease
        or use, and to perform all its obligations under Contracts..

(b)     The minute books, and records of The Company are complete, correct and up-to-date in all respects and have been maintained in
        accordance with sound business practices and applicable legal requirements. The minute books of The Company contain accurate,
        complete and up-to-date records of all meetings held, and corporate action taken by the shareholders and the board of directors of The
        Company, and no meeting of any such shareholders or board of directors has been held for which minutes have not been prepared and
        are not contained in such minute books. At the agreement execution, all of those books and records will be in the possession of The
        Company.

(c)     The Disclosure Letter ( Appendix “D” ) contains complete copies of all Organizational Documents of The Company as currently in
        effect. The copies of the Articles of Association of The Company attached hereto as aforesaid, are complete, correct and up-to-date in
        all respects and have embodied in them or annexed thereto a copy of every shareholders‟ resolution amending the Article of
        Association in any way.

(d)     The Disclosure letter sets out the name of each bank in or with which the Company has had accounts, credit lines or safety deposit
        boxes, and the names of all persons presently authorized to draw thereon or having access thereto, and a brief description of each such
        account.

(e)     The Disclosure letter sets out the names of all persons now holding any power of attorney from The Company and a summary of the
        terms thereof.



3.1.4            Authority

              This Agreement (including all those agreements and documents, the execution of which is contemplated under this
              Agreement) have been, or will have been upon the execution of this Agreement, duly and validly executed by The
              Company and/or the Shareholders and are, or as the case may be, will on Execution, constitute the legal, valid, and binding
              obligation of The Company and the Shareholders, and such other parties, and enforceable against The Company and
              Shareholders and such other parties in accordance with their terms. The Company and the Shareholders have the absolute
              and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and to perform their
              obligations under this Agreement.

3.1.5            Compliance with Legal or Contractual Requirements



                                                                      5
(a)           Except as set forth in the Disclosure Letter ( Appendix “ D ”), neither the execution and delivery of this Agreement nor the
              consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of
              time):

         (i)         Contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of The Company, or
                     (B) any resolution adopted by the board of directors or the shareholders of The Company;

          (ii)           Contravene, conflict with, or result in a violation of: (A) any rights of any Person, or (B) any Contracts to which any of the
                         Shareholders are parties; or (C) any legal requirement or any Order to which The Company or any Shareholder, or any of
                         the assets owned, leased or used by The Company, may be subject; or entitle any Governmental Body or other person to
                         challenge any of the contemplated transactions or to exercise any remedy or obtain any relief under any legal requirement
                         or any Order as aforesaid;

          (iii)          Contravene, conflict with, or result in a violation of any of the terms or requirements of, or result in any Governmental
                         Body revoking, withdrawing, suspending canceling, terminating, or modifying, any Governmental Authorization held by
                         The Company, relating to the business of, or any of the assets owned, leased or used by, The Company;

          (iv)           Cause the Company to become subject to, or to become liable for the payment of, any Tax;

        (v)        Cause any of the assets owned by The Company to be reassessed or revalued by any taxing authority or other Governmental
                   Body;

          (vi)           Contravene, conflict with, or result in a violation or breach of, or entitle any Person to declare a default or exercise any
                         remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Contract and/or any
                         provision thereof;

          (vii)          Relieve any Person of any obligation to The Company (whether contractual or otherwise) or entitle any Person to terminate
                         any obligation, right or benefit (whether contractual or otherwise) enjoyed by The Company;

        (viii)       Result in the imposition or creation of any encumbrance upon or with respect to any of the assets owned, leased or used by
                     The Company; or

          (ix)           Cause any officer or key employee of The Company to leave their employment.

(b)           Except as set forth in the Disclosure Letter ( Appendix “D” ), The Company nor any of the Shareholders are and will not be required
              to give any notice to, or obtain any consent, approval, ratification, waiver or other authorization (including, without limitation, any
              governmental authorization) from any person in connection with the execution and delivery of this Agreement or the consummation
              or performance of any of the contemplated transactions.

(c)           All returns, particulars, resolutions, and documents required by the Israeli Companies Law, 1999 or any other legislation to be filed
              with the Israeli Registrar of Companies or with any other Governmental Body, have been duly filed.

3.2           FINANCIAL STATEMENTS AND ASSETS

3.2.1                   Proper Accounting and Compliance with Israeli Generally Accepted Accounting Principles

                    The books of account and all records of the Company are or will be complete, correct and up-to-date and have been
                    maintained in accordance with sound business practices, and generally accepted accounting principles in Israel (” Israeli
                    GAAP “), including the maintenance of an adequate system of internal controls.

3.2.2                   Balance Sheets and Profit and Loss Statements

(a)           General



                                                                             6
       (i)      The Company has delivered to The Investors:

              (1)        The unaudited trial balance of The Company as of August 31, 2005 and the related profit and loss statements
                         (hereinafter the “Financial Statements").


               (ii) The Financial Statements (A) conform to the books and records of The Company in all material respects; (B) present a true,
              complete and correct view of the financial condition and the results of operations, changes in shareholders' equity, and cash flow
              of The Company as at the respective dates of and for the periods referred to therein, all in accordance with Israeli GAAP; (C)
              reflect the consistent application of Israeli GAAP throughout the periods involved. No financial statements of any Person other
              than The Company are required by Israeli GAAP to be included in the financial statements of The Company.


              (iii) To the best of the Company‟s and the Shareholders knowledge and of the knowledge of the officers of The Company, as of
              the date of the execution of this Agreement, there are no facts or circumstances which are material in relation to the assets,
              business or financial condition of The Company which do not appear from the Financial Statements and/or which have not been
              fully and fairly disclosed in the Disclosure Letter ( Appendix “D” ).



( b)     Without prejudice to and notwithstanding the generality of the above Section 3.2.2(a):

(b1)                Title to Assets

       The Company owns, leases or has the legal right to use all assets used in the operation of its business and has good and marketable title
       to, or in the case of leased assets, valid leases in respect of, all the assets: (i (i) purchased or otherwise acquired by The Company since
       its organization, which assets purchased or acquired as aforesaid (other than inventory and short-term investments) are listed in the
       Disclosure Letter ( Appendix “D” ). All the assets owned, leased or used by The Company as aforesaid are free and clear of all
       Encumbrances and are not subject to any limitations of any nature, save as set out in the Disclosure Letter ( Appendix “D” ).

(b2)                Condition And Sufficiency Of Assets

       The Company owns, leases, or has the legal right to use all the assets that it needs in order to continue to run its business after the
       execution of this agreement in the same manner as it has during the 12 (twelve) months preceding that date .

       The equipment of The Company is structurally sound, in good operating condition and repair, and does not require any maintenance or
       repairs, except for routine maintenance and repairs, in the ordinary course of business, that are not material in nature or cost.



         Without derogating from any other provision in this Agreement, it is recorded that all office space (including shared storage
         space) occupied by The Company is validly leased by The Company from Kibutz Alonim being registered owner thereof,
         pursuant to a lease agreement dated 1/4/2005, which is in full force and effect. The said Buildings are in good repair and fit for
         the purposes for which they are used, and there is no material defect in the condition thereof, and the said Buildings comply with
         all required planning and building permits. Save for the said office space, The Company does not own, lease, occupy or use any
         other immovable property in connection with its business.

(b3)                Accounts receivable

         All accounts receivable of The Company reflected in the Financial Statements and in the accounting records of The Company as
         of the date of this agreement execution (collectively, the "Accounts receivable") represent valid obligations arising from sales
         actually made or services actually performed in the ordinary course of business. Unless paid prior to the execution date, the
         Accounts receivable are, or will be, as of the execution date current and collectible net of the respective reserves shown on the
         Financial Statements, respectively, or in the accounting records of The Company as of the execution date (which reserves are
         adequate and calculated consistent with the practice used for the year 2004 and, in the case of the reserve as of the execution date,
         will not represent a greater percentage of the Accounts receivable as of the execution date than the reserve reflected in the 2004
         Balance Sheet in respect of the Accounts receivable reflected therein and will not represent a Material Adverse Change in the
         composition of such Accounts receivable in terms of aging). Subject to such reserves, each of the Accounts receivable either has
         been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable.
         There is no contest, claim, or right of set-off, other than returns in the ordinary course of business, under any Contract with any
obligor of an Accounts receivable relating to the amount or validity of such Accounts receivable. The Disclosure Letter (
Appendix “D” ) contains a complete and accurate list of all Accounts receivable as of 31.8.2005. .


                                                         7
 (b4)                Inventory

            All inventory of The Company, whether or not reflected in the Financial Statements, respectively, is in good and undamaged
            condition, and consists of a quality and quantity usable and salable in the ordinary course of business, except for obsolete items
            and items of below-standard quality, all of which have been written off or written down to net realizable value in the Financial
            Statements, respectively, or in the accounting records of The Company as of the execution date, as the case may be. All
            inventories not written off have been priced at the lower of cost or net realizable value. The quantities of each item of inventory
            (whether raw materials, work-in-process, or finished goods) are not excessive, but are reasonable in the present circumstances of
            The Company.

                  (b5)           Intellectual Property

                           (b5/1) Know-How Necessary for the Business

          (i)      Except as set forth in the Disclosure Letter ( Appendix “D” ), The Company is the owner of all right, title, and interest in and
                   to each of the Intellectual Property Assets, whether or not reflected in the Financial Statements, necessary for the operation of
                   its business as it is currently conducted and/or as reflected in the business plan given to The Investors, and such right, title, and
                   interest is free and clear of all encumbrances, and other adverse claims, and has the right to use all such Intellectual Property
                   Assets, without payment to, or the consent of any third party.

   (ii)           Except as set forth in the Disclosure Letter ( Appendix “D” ), all former and current employees of The Company have executed
                  written Contracts with The Company that assign without compensation to The Company all rights to any inventions,
                  improvements, discoveries, or information relating to the business of The Company, if and to the extent that such assignment is
                  not effected by operation of law under the law applicable to such Contract. No employee of The Company has entered into any
                  Contract that requires the employee to transfer, assign, or disclose information concerning his work to anyone other than The
                  Company.

          (b/5.2) Patents and Trademarks

          (i)      The Company has registered patents, trademarks and/or is in the process of registering patents as detailed in Appendix “C” .



          (b5/3) Trade Secrets

          (i)      The Shareholders and The Company have taken all reasonable precautions to protect the confidentiality of their Trade Secrets.

          (ii)        The Company has good title and an absolute (but not necessarily exclusive) right to use the Trade Secrets. The Trade
                      Secrets are not part of the public knowledge or literature, and, to Shareholder‟s knowledge, have not been used, divulged, or
                      appropriated either for the benefit of any Person (other than to The Company) or to the detriment of The Company. No
                      Trade Secret is subject to any adverse claim or has been challenged or threatened in any way.

(b6)                 Tax and Social Security Contributions

          (a)      The Company has filed or caused to be filed (on a timely basis since its incorporation) all Tax Returns and all Social Security
                   Returns that are or were required to be filed by or with respect to The Company, pursuant to applicable legal requirements, and
                   all such Tax Returns and Social Security Returns filed by The Company are true, correct, and complete, and there is no tax or
                   social security sharing agreement that will require any payment by The Company after the execution date The Disclosure
                   Letter ( Appendix “D” ) contains a complete and accurate list of, all such Tax and of all such Social Security Returns filed
                   since its organization.

          (b)      The Company has fully and on a timely basis paid, or made full provision for the payment of, all Taxes and all Social Security
                   Contributions that have become due, except such Taxes and/or Social Securities Contributions, if any, as are listed in the
                   Disclosure Letter ( Appendix “D” ) and are being contested in good faith and as to which adequate reserves have been
                   provided in the Financial Statements. The charges, accruals, and reserves with respect to Taxes and Social Security
                   Contributions in The Company‟s books are adequate (determined in accordance with Israeli GAAP) and are at least equal to
                   The Company's liability for Taxes and Social Security Contributions. There exists no proposed Tax or Social Security
Contribution assessment against The Company except as disclosed in the Financial Statements, respectively, or in the
Disclosure Letter ( Appendix “D” ). All Taxes and/or Social Security Contributions that The Company is or was required by
legal requirements to withhold or collect have been duly withheld or collected and, to the extent required, have been paid to
the proper Governmental Body or other Person.

To the best of the Shareholders‟ knowledge, no facts exist that could constitute grounds for the assessment of any material
liability for Taxes and/or Social Security Contributions by any Governmental Body with respect to The Company. The
Company has taken all steps reasonably required by it to be taken prior to the execution date, in order to obtain any Tax
credits, or other Tax benefits, whether available in respect of the period prior to or after the execution date.


                                                       8
(b7)                  Employee Compensations

        (a)       The Disclosure Letter ( Appendix “D” ) contains a complete and accurate list of the following information for each employee
                  or director of The Company, including each employee on leave of absence or layoff status:

                (i)       Employee name, job title, material terms of employment, (including, without limitation, particulars regarding, salary,
                          linkage of salary, annual vacation, accrued vacation, Supplementary Education Fund ( Keren Hishtalmut ), sick pay,
                          pension fund and provident fund or manager‟s insurance, travel allowances), any agreements or promises, whether
                          written or oral, regarding current or future profit-sharing, cash, shares or other bonus entitlements, fringe benefits,
                          severance pay, retirement pay, accrued vacation pay, any change in compensation since January 1, 2005;

         (ii)            Service credited for purposes of vesting and eligibility to participate under The Company's pension, retirement,
                         profit-sharing, thrift-savings, deferred compensation, share bonus, share option, cash bonus, employee share ownership
                         (including investment credit or payroll share ownership), severance pay, insurance, medical, welfare, or vacation plan.

                (b) Except as disclosed in article 3.2.2 (b7) The payments by The Company to pension and provident funds (including, without
                limitation, manager‟s insurance), together with the relevant reserves reflected in the Financial Statements, respectively, fully
                cover the liability of The Company under law or under any collective agreement, individual employment agreement, or other
                employment agreement or arrangement with respect to its employees and directors as at the dates of the aforesaid balance sheets
                for pension, severance pay, vacation pay and similar Liabilities, and The Company has continued to make all current payments
                to such pension and provident funds (including, manager‟s insurance) until the execution date. All of the employees and
                directors shall have been paid all amounts owing to them by The Company, and all amounts deductible from The Company‟s
                employees shall have been duly deducted, as at the execution date. To the best of the Shareholders knowledge, there are no
                outstanding claims against The Company by any of its employees and/or directors.

        (c)       Except as disclosed in Part 3.2.2(b7) or in the Employment Agreements referred to in Section 2.3(ii) (5) of this Agreement,
                  there exist no agreements or promises between The Company and any of its employees or directors, whether written or oral,
                  with respect to any change in compensation, current or future profit-sharing, cash, shares or other bonus entitlements, fringe
                  benefits, severance pay, retirement pay, accrued vacation pay, vacation accrued, and no service credited for purposes of
                  vesting and eligibility to participate under The Company's pension, retirement, profit-sharing, thrift-savings, deferred
                  compensation, share bonus, share option, cash bonus, employee share ownership (including investment credit or payroll share
                  ownership), severance pay, insurance, medical, welfare, or vacation plan.

3.3       NO LIABILITIES

3.3.1                 General

                 Except as set forth in any Part of the Disclosure Letter ( Appendix “­D” ) The Company has no Liabilities or obligations
                 of any nature whatsoever except for Liabilities or obligations reflected or reserved against in the Financial Statements, and
                 Liabilities incurred in the ordinary course of business since it organization.

                 In particular and without derogating from the generality of the foregoing, the following is represented and warranted:

3.3.2                 Compliance with Legal Requirements

                 Except as set forth the Disclosure Letter ( Appendix “­D” ), The Company is, and at all times since its incorporation has
                 been, in full compliance with each legal requirement that is or was applicable to it or to the conduct or operation of its
                 business or the ownership or use of any of its assets. To the best of the Company knowledge, no event has occurred, act
                 been performed or omission omitted which may result after the execution date in violation by The Company of any of the
                 laws referred to in this Section or in the incurring by The Company of any Liability or cost in connection therewith.


                                                                         9
3.3.3             Contracts: No Defaults

                Except as set forth the Disclosure Letter ( Appendix “­D” ):

(a)      no officer, director, agent, employee, consultant, or contractor of The Company is bound by any Contract that purports to limit or
         which adversely affects or will affect (i) the ability of such individual or of The Company to engage in or continue any conduct,
         activity, or practice relating to the business of The Company, or (ii) the ability of such individual to assign to The Company any rights
         to any invention, improvement, discovery or other Intellectual Property Assets.

(b)      Each Contract is in full force and effect and is legal, valid and enforceable in accordance with its terms, and shall continue in full
         force and effect (and not be subject to termination by the counterparty thereto), notwithstanding the consummation of the transactions
         contemplated by this Agreement, and is, and has been, fully complied with by all of the parties thereto. None of the parties to any
         Contract is in breach or default thereof and no event has occurred or circumstance exists that may result in a violation or breach of any
         Contract, or give any party to such Contract the right to declare a default or an acceleration of maturity or performance, or to exercise
         any remedy.

(c)      There are no renegotiations of, or outstanding rights to renegotiate any material amounts paid or payable to The Company under
         current or completed Contracts with any Person and no such Person has made oral or written demand for such renegotiation.

3.3.4             Employees

(a)      No director, officer, or other key employee of The Company intends to terminate its employment with The Company.

(b)      The Disclosure Letter ( Appendix “­D” ) contains a complete and accurate list of the following information for each retired employee
         or director of The Company, or their dependents, receiving benefits or scheduled to receive benefits in the future: Name, pension
         benefit, retiree medical insurance coverage, retiree life insurance coverage, and other benefits.

        Except as disclosed in the Disclosure Letter ( Appendix “­D” ), such retired employees or directors, or their dependents, will not
        receive or are not scheduled to receive any pension benefits, retiree medical insurance coverage, retiree life insurance coverage, and
        other benefits.

3.3.5             Insurance

(i)      All policies set out in the Disclosure Letter ( Appendix “­D” ) which are held by The Company or that provide coverage to any
         Shareholder, The Company or any director or officer of The Company: (i) are valid, outstanding, and enforceable, (ii) are issued by an
         insurer that is reputable to be financially sound, and (iii) taken together, provide adequate insurance coverage for the assets and the
         operations of The Company, (iv) are sufficient for compliance with all legal requirements and Contracts to which The Company is a
         party or by which any of them is bound, (v) will continue in full force and effect following the consummation of the Contemplated
         Transactions, and (vi) do not provide for any retrospective premium adjustment or other experienced-based liability on the part of The
         Company.

(ii)     None of the Shareholders nor The Company has received (i) any refusal of coverage or any notice that a defense will be afforded with
         reservation of rights, or (ii) any notice of cancellation or any other indication that any insurance policy is no longer in full force or
         effect or will not be renewed or that the issuer of any policy is not willing or able to perform its obligations.

(iii)    The Company has punctually paid all respective premiums due, and has otherwise performed all of its obligations, under each policy
         to which it is a party or that provides coverage to it or to any director thereof.

(iv)     The Company has given timely notice to the insurer of all claims that may be insured thereby.

(v)      The Shareholders are not aware of the occurrence of any act or omission, which could invalidate or impair such insurance.

3.3.6             Environmental Matters
Without derogating from the provisions of Section 3.3.1 above, except as set forth in the Disclosure Letter ( Appendix “­D” ), The
Company is, and at all times has been, in full compliance with, and has not been and is not in violation of or has Liability or potential
Liability under, any legal requirement relating to environmental protection, occupational, health and safety and similar laws.

3.3.7            Labor Relations; Compliance

Except as set forth in The Disclosure Letter ( Appendix “­D” ):



                                                                     10
(i)        There has not been, nor is there presently pending or existing, nor Threatened, any Proceeding against or affecting The Company
           relating to the alleged violation of any legal requirement pertaining to labor relations or employment matters. No event has occurred
           nor circumstance exists that could provide the basis for any labor dispute.

         (ii)The Company has complied in all respects with all legal requirements relating to employment, equal employment opportunity,
         nondiscrimination, immigration, wages, hours, benefits, collective bargaining, Occupational Safety and Health, and plant closing.

3.3.8                 Certain Payments / Finder's Fees

  (i)          Except as disclosed in the Disclosure Letter ( Appendix “­D” ): neither The Company, nor any director, officer, agent, employee of
               The Company, nor any other Person associated with or acting for or on behalf of any Company, has directly or indirectly (i) made
               any bribe, payoff, kickback, or other payment to any Person, private or public, regardless of form, whether in money, property, or
               services to obtain or reward special concessions, or favorable treatment in securing business for or in respect of The Company or in
               violation of any legal requirement, (ii) established or maintained any fund or asset that has not been recorded in the books and
               records of The Company.

  (ii)         Upon execution of the Investment the Company shall pay to eNitiatives – New Business Architects Ltd. (“eNitiatives”), within 30
               days of the Investment Agreement, the sum of $18,000 plus VAT as consideration for eNitiatives‟ work done to facilitate the
               Investment.

(iii)      eNitiatives shall have the right to receive from The Company and The Company shall have the right to deliver to eNitiatives, 1,200
           Ordinary Shares at a value of $7.50 per share, in lieu of 50% of the payment provided, in which case The Company shall only pay to
           eNitiatives the sum of $9,000 in addition to the delivery of the shares plus VAT on the entire value, the transaction to take place
           within 30 days of the execution of this Agreement.

(iv)       The holders of the 2 Management Shares not held by Investors shall vote in support of Investors‟ Management Shares regarding
           employment of eNitiatives and/or Mr. Reuven Marko, which employment shall be covered in a separate agreement.



3.4            NO PENDING OR THREATENED PROCEEDINGS

           Except as set forth in the Disclosure Letter ( Appendix “­D” ):

           (a)          There is no pending Proceeding:

         (i)        That has been commenced by or against The Company or that otherwise relates to or may affect the business of, or any of the
                    assets owned, leased or used by, The Company; or

         (ii)          That challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of
                       the Contemplated Transactions; or

         (iii)         That Threatens to subject any officer, director, agent, or employee of The Company or any of its Subsidiaries to any Order
                       that would prohibit such officer, director, agent, or employee from engaging in or continuing any conduct, activity, or
                       practice relating to the business of The Company.

(b)        To the knowledge of The Company and the Shareholders: (i) no such Proceeding has been Threatened, and (ii) no event has occurred
           or circumstance exists that may give rise to or serve as a basis for the commencement of any such Proceeding. The Proceedings listed
           in the Disclosure Letter ( Appendix “­D” ) will not have a Material Adverse Effect on the business, operations, assets, condition, or
           prospects of The Company.

3.5            NO MATERIAL ADVERSE CHANGE

           (a)          Since January 1, 2005 and until the execution of this Agreement:

           (i)           No dividend, bonus or distribution (including without limitation, cash payment) has been declared, made or paid on or in
                         respect of any share capital of, or otherwise to any shareholder (or any Related Persons thereof) of The Company;
                (ii)          Except as set forth in the Disclosure Letter ( Appendix “­D” ), The Company has conducted its business only in the
                              ordinary course of business, and there has been no material adverse change, nor have there been any events or
                              circumstances that may have a material adverse effect, including without limitation;

                (iii)         No change in The Company's authorized or issued share capital; grant of any share options; issuance of any security
                              convertible into such share capital; grant of any registration rights; purchase, redemption, retirement, or other acquisition
                              by The Company of any shares of such share capital;

                (iv)          No amendment to the incorporation documents of The Company was made;

          (v)            Except as detailed in Section 2.3(a)(5) no payment nor increase by The Company of any salaries, bonuses, or other
                         compensation payable by The Company to any Shareholder, director, officer, or (except in the ordinary course of business) to
                         any employee; or entry by The Company into any employment, or other similar Contract with any director, officer, or
                         employee (except in the ordinary course of business), and no making, forgiveness or other change in the terms of any loan by
                         The Company to any employee;

                (vi)          Except as detailed in Section 2.3(a)(5), no adoption of, or increase in the payments to or benefits under, any profit
                              sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with
                              any employees of The Company;



      (ix)              No sale, transfer, lease, or other disposition of any asset of The Company outside the ordinary course of business, nor mortgage,
                        pledge, or imposition of any lien or other Encumbrance on any material asset of The Company; and no amendment or
                        modification of any agreement other than in the ordinary course of business;

      (xi)              No material change in the accounting methods, principles or practices followed by The Company;

      (xii)             No agreement, commitment, or undertaking, whether oral or written, by The Company to do any of the foregoing.

(b)           There is no fact known to any Shareholder or The Company (other than general economic or industry conditions) that has or will have
              a Material Adverse Effect or materially threatens, the assets, business, prospects, financial condition, or results of operations of The
              Company that has not been set forth in this Agreement or the Disclosure Letter (Appendix “D”).



3.6      MR. NIMROD BEN-YEHUDA :

 Mr. Nimrod Ben-Yehuda ( “Nimrod” ):




                                                                                11
a)             Will provide his services to The Company in the capacity of Chief Technology Officer for a period of no less than three years,
               starting on the date of execution of this Agreement.

b)             Shall act as The Company‟s Director of Business Development until such time as the board will resolve that the Company
               should hire a dedicated person to serve in the capacity of Director of Business Development.

c)             Will substantially devote all his time and efforts to the business of The Company and to the continued development of its
               technology and intellectual property, as may be requested, from time to time, by The Company‟s board of directors.

d)      Nimrod shall not be involved, directly or indirectly, in any venture whose interests are deemed by The Company‟s board of
        directors, in conflict with The Company or in the event such involvement is detriment to the business of The Company. To the
        extent that Nimrod is currently in any other venture or any other time-consuming activity and/or research and, to the extent
        that Nimrod currently own other patents and/or technologies, disclosure of same is made in the Disclosure Letter (Appendix
        “D”).
Nimrod‟s compensation from The Company shall include the following:


e)             Monthly gross salary of NIS 25,000 starting April 2005, including Twenty (20) paid vacation days per year, and specifically
               includes the compensation for the limitation undertaken under Section 6 herein below.

f)             Executive insurance.

g)             “Keren Hishtalmut at the rate of 10% (7.5% contribution by the Company).

h)             Disability insurance at a rate not to exceed 2% with customary coverage.

i)             A fully paid rental car (including taxes assessed for private use).

j)             A company-provided mobile phone. The phone charges shall be fully covered by The Company.

k)             A semi-annual bonus as following:

             (i)           NIS 25,000 if the company meets its financial targets in the pertinent half year.

              (ii)          NIS 60,000 if the company exceeds its financial targets by 30% or more in the pertinent half year.

Nimrod shall receive from The Company the following for the purpose of performing his obligations in accordance with his
employment with The Company:

l)             A laptop computer paid by The Company.

m)             A company credit card to be used exclusively for company-approved expenses. The use of such credit card shall be audited, at
               the end of each year, by the Company‟s auditors and any improper or un-approved use of the credit card, as determined by the
               auditors, shall be deducted from Nimrod‟s salary as expediently as possible.

n)             When traveling on business, the Company shall also pay:

     (iii)           Airfare in economy class;

     (iv)            Non-luxury hotels;

     (v)             Transportation;

     (vi)            Up to the sum of $100 per day for other expenses.

     (vii)           The Company shall further pay for entertainment of customers and selected vendors and service providers hosted by
                     Nimrod.
A breach, by Nimrod, of any of these provisions shall be considered a Material Breach as defined hereinafter and shall entitle the
Investors to their remedies resulting from a Material Breach as provided for hereinafter.




                                                             12
4.            INDEMNIFICATION

4.1           BREACHES BY THE COMPANY

(a)                    The Company shall be deemed in “Breach” in the event that:

      (i)          For the period of July 1, 2005 through March 31, 2006:

                  1.          The Company fails to deliver financial reports to Investors on the dates provided hereinbefore, provided the Company
                              delivers such reports no later than 60 days subsequent to the dates provided hereinbefore.

                  2.          Failure by the Company and/or Nimrod to fulfill their undertakings pursuant to this Agreement.

      (ii)             At any time subsequent to March 31, 2006:

                  3.          It fails to meet 65% of its financial targets as provided in the Business Plan in any given quarter; and/or,

                  4.          It fails to meet any of its quarterly non-financial targets as provided in the Business Plan.

(b)                    The Company shall be deemed to be in a “Material Breach” in the event that:

      (i)         At any time subsequent to the execution of this Agreement, and provided the Investors are not in breach as provided herein

                           (1)           The Company fails to deliver financial reports to Investors on the dates provided hereinbefore, provided
                                         such failure is not remedied within 60 days.

                           (2)           The Company and/or Nimrod fail to rectify a breach within 45 days of receipt of a notice of breach from
                                         The Investors.

      (ii)             Subsequent to march 31, 2006 and provided Investors are not in breach, as provided herein:

      (1)              It fails to meet at least 75% of its cumulative financial targets for any two consecutive quarters, as provided in the Business
                       Plan; and/or

      (2)              It fails to meet any of its quarterly non-financial targets for any quarter, as provided in the Business Plan and fails to remedy
                       such shortcomings, in addition to making the non-financial targets in the subsequent quarter;

4.2            REMEDIES GRANTED TO INVESTORS:

       (a)           Unless specifically agreed upon otherwise, The Company and the Shareholders, severally, hereby undertake to
      indemnify and hold harmless The Investors or, at The Investors option, The Company, for any Liability, loss, claim, damage
      (including, without limitation, incidental and consequential damages), expense (including, without limitation, costs of investigation,
      defense, reasonable attorneys' fees, and other legal expenses) or diminution of value, whether or not involving a third-party claim
      (collectively, "Damages"), arising, directly or indirectly, from or in connection with:

      (i)          any breach of any of the Shareholders‟ Warranties;

      (ii)        any breach by any Shareholder of any covenant or obligation of such Shareholder in this Agreement;

      (iii)            In case of Breach or Material Breach as defined above:




                                                                             13
                 (a)     In the event of a Breach The Investors shall have the right, at their sole discretion, to postpone the installment of the
                         quarter subsequent to the breach until after the last installment of the investment.

                 (b)     In the event of a Material Breach: Investors shall be under no obligation to further invest in the Company and shall
                         nonetheless receive from the Escrow holder the Ordinary Shares and Management Shares then remaining in Escrow as
                         provided in the Escrow Provision – Provided, however, that the Company fails to:

                             (i) Rectify the Material Breach in the subsequent quarter in addition to meeting the subsequent quarter‟s targets; or

                             (ii) Repurchase from Investors all their shares of the Company at the price of $7.50 per shares, within 1 year from
                             such Material Breach (“ Repurchase ”).

          Notwithstanding the foregoing, should the Company recruit a new investor or a purchaser for the entire company at a price, or
          post-investment valuation of $5 million Dollars or higher, The Company shall give Investors a notice of such investment and/or
          purchase and the Investors shall have the right to cure the funding of the Investment within 10 days of receipt of such notice and
          restore all their rights provided in the Agreement.
          It is hereby clarified that if the Investors decided to act according to this section they will not be able to act in accordance with
          section 4.2(i) or 4.2(ii) above.

4.3            Breaches by Investors and Remedies granted to Company :

(a)             Breach : Investors sole obligation is to fund the Investment in accordance with the Investment Agreement, unless The Company
                is in breach. Investors shall be deemed in breach if Investors default on their funding obligations and fail to cure such default
                within 37 days of receipt of a notice of default from the Company.

(b)             Remedy : In the event of a breach by Investors, Investors shall lose their right to complete the investment and lose their right to
                the Management Shares held by the Escrow at such time – all of which shall be returned by Escrow to the Company‟s pursuant to
                the Escrow Provision.

5      TIME LIMITATIONS

(i)       Subject to the clause (ii) below, Shareholders liability (for indemnification or otherwise) with respect to any of their Warranties, or
          covenant or obligation in this Agreement shall continue until and be time barred in accordance with the Israeli statute of limitation.

(ii)      The Shareholders acknowledge and agree that the Investors is and/or was under no obligation or duty whatsoever to investigate,
          inspect or examine the Shares and/or The Company for defects or deficiencies at any time before, on or after the execution date,
          except for the examination of all documents and/or materials and/or other information presented by the Shareholders to the Investors.

6         NON-COMPETITION BY SHAREHOLDERS

6.1           COVENANT NOT TO COMPETE

(a)       For a period of 3 years after the date of signing of this Agreement, and in case of Nimrod 3 years after the date of termination of his
          employment with the Company, which ever is later:

        (i)       Each Shareholder will not, directly or indirectly, engage or invest in, own, manage, operate, finance, control, or participate in
                  the ownership, management, operation, or control of, be employed by, associated with, or in any manner connected with, lend
                  such Shareholders‟ name or any similar name to, lend such Shareholders‟ credit to, or render services or advice to, any
                  business whose products or activities compete in whole or in part with the products or activities of The Company in Israel
                  (boundaries as of execution date), provided, however, that any Shareholder may purchase or otherwise acquire up to (but not
                  more than) one percent of any class of securities of any enterprise (but without otherwise participating in the activities of such
                  enterprise) if such securities are listed on any national or regional securities exchange. Each Seller agrees that this covenant is
                  reasonable with respect to its duration, geographical area, and scope;

        (ii)           Each Shareholder will not, directly or indirectly, either for himself or any other Person, (A) induce or attempt to induce any
                       employee of The Company to leave its employ, (B) employ, or otherwise engage as an employee, independent contractor,
                       or otherwise, any employee of The Company, or (D) induce or attempt to induce any customer, supplier, licensee, or
                       business relation of The Company to cease doing business with such Company, or in any way interfere with the relationship
                       between any customer, supplier, licensee, or business relation of The Company.
14
(b)   In the event of a breach by any Shareholder of any covenant set forth in clause (a) above, the term of such covenant will be extended
      by the period of the duration of such breach.

(c)   Each Shareholder will, for a period of 3 years after the date of signing of this Agreement (as defined hereinafter), within ten days after
      accepting any employment, advise The Investors of the identity of any employer of such Shareholder. The Investors or The Company
      may serve notice upon each such employer that such Shareholder is bound by the non-competition covenant of this Agreement
      (Section 6.1) and furnish each such employer with a copy of Sections 6 and 5.1 of this Agreement or relevant portions thereof.

(d)   The restrictions under (a), (b) and (c) above shall apply also to the Investors mutatis mutandis.

7.    GENERAL PROVISIONS

7.1    EXPENSES

      Except as otherwise expressly provided in this Agreement, the Investors, the Shareholders and The Company will bear their
      respective expenses incurred in connection with the preparation, execution, and performance of this Agreement and the
      contemplated transactions, including all fees and expenses of agents, representatives, counsel, and accountants. stamp duty, if
      any, payable in respect of this Agreement shall be paid by the Shareholders and/or The Company. The Shareholder will ensure
      that The Company does not bear or incur any fees and expenses of agents, representatives, counsel, and accountants

7.2    CONFIDENTIALITY / PUBLIC ANNOUNCEMENTS

      This Agreement and its contents shall be kept confidential by the parties hereto. The contents of any communication about this
      Agreement to third parties shall be mutually agreed upon by the parties. Any public announcement, press release or similar public
      communication with respect to this Agreement will, however, be issued at such time and in such manner as shall be mutually
      determined.

7.3    ENTIRE AGREEMENT AND MODIFICATION

      Save for The Loan Agreement, this Agreement replaces and supersedes all prior agreements, term sheets or any other document
      or previous understanding between the parties with respect to its subject matter and constitutes (along with all its Exhibits which
      are an integral part of it) a complete and exclusive statement of the terms of the agreement between the parties with respect to its
      subject matter. This Agreement may not be amended except by a written agreement executed and signed by the parties to be
      charged with the amendment, and any waiver of this provision shall only be valid and binding if executed in writing by the party
      giving the waiver.

7.4    DISCLOSURE LETTER

      In the event of any inconsistency between any provisions of and/or the statements in this Agreement and those in the Disclosure
      Letter (Appendix “D”) (unless otherwise specifically stated in the Disclosure Letter with respect to a specific representation or
      warranty), the provisions or statements in this Agreement shall prevail.

7.5    ASSIGNMENTS, SUCCESSORS, AND NO THIRD-PARTY RIGHTS

      Neither party may assign any of its rights under this Agreement without the prior consent of the other parties, except that The
      Investors may assign any of their rights (but not obligations) under this Agreement to any related person or entity. Subject to the
      above said, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the successors and permitted
      assigns of the parties.

7.6    SEVERABILITY

      If any provision of this Agreement is held invalid or unenforceable by any court or arbitral tribunal of competent jurisdiction, the
      other provisions of this Agreement will remain in full force and effect, and the invalid or unenforceable provision shall be
      substituted by a valid and enforceable provision closest to the economic intent intended by the parties with the invalid or
      unenforceable provision which achieves, as far as possible, the original business purposes of the excluded provision.
7.7   GOVERNING LAW AND ARBITRATION



                                      15
7.7.1                       Governing Law and Jurisdiction

        This Agreement shall be governed by and construed according to the laws of Israel and the authorized courts of Tel-Aviv, Israel,
        shall have the sole and exclusive jurisdiction over any dispute arising between the parties hereto.



7.8      ENTRY INTO FORCE / COUNTERPARTS

(a)     This Agreement shall come into force as of the date last below written, once duly executed by all the parties.

(b)     This Agreement and its Exhibits may be executed in 3 original sets (one such set for each party).



IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date last below written.

Pimi Marion Holdings Ltd ,


/s/ Eitan Shmeuli
Name: Eitan Shmeuli
Title: Director

Omdan Consulting and Instructing LTD

By:/s/ Eitan Shmeuli                                                        Nimrod Ben Yebuda
Name: Eitan Shmeuli                                                         Name: Nimrod Ben Yebuda


JNS Capital LLC

/s/ Joe Shapira                                                             /s/ Alon Carmel
Name: Joe Shapira                                                           Name: Alon Carmel 12/01/2005
Title: Managing Member                                                      Title


Agreed to by:

eNitiatives – New Business Architects Ltd.



By: /s/ Reuven Marko
Name: Reuven Marko
Title: General Manager
Exhibit 10.14
                                 Addendum to An Investment Agreement Dated 13.11.2005

                                              Signed in ______, on the 15, of November, 2006

                                                                  Between

                                    1. Pimi Marion Holdings Ltd ("The Company")
                                    2. Nimrod Ben-Yehuda
                                    3. Omdan Consulting and Instructing Ltd
                                       (Jointly and severally: " The Shareholders ")

                                                                                                                         On the first Party
                                                                    And Between

                                   Alon Carmel ("Alon")
                                                                                                                      On the second Party
                                                                    And Between

                                   JNS Capital LLC ("JNS")
                                                                                                                        On the third Party


Whereas            On the 13 th of November 2005, the parties have signed an Investment Agreement (hereinafter: " The Agreement "), under
                   which Alon and JNS undertook to invest the sum of US$ 900,002, against the issuance of 2 Management Shares and
                   120,000 Ordinary Shares (hereinafter: " The Investment "); and

Whereas            Until the execution of this Addendum, Alon invested US$ 485,000 and JNS invested US$ 300,000 in the Company and
                   the Company has issued 24,000 Ordinary Shares to Alon and 24,000 Ordinary Shares to JNS on account of the shares that
                   they are entitled to pursuant to The Agreement and their respective investments; and

Whereas            The Company is in need for further investment in order to finance its activities; and

Whereas            Alon has agreed to invest an additional sum in the Company above the Investment on certain conditions (hereinafter: "
                   The Additional Investment "); and

Whereas            In order to induce Alon to further invest in The Company, the parties have agreed to improve the conditions of The
                   Investment and to modify The Agreement, in accordance with the terms of this Addendum;

             Now therefore the Parties have agreed as follows:

          1. The Preamble to this Addendum is one and integral part of it.


          2. JNS shall be released from any further obligation to invest in The Company. Upon signing of this Addendum, The Company
             shall issue to JNS, pursuant to the below said, an additional amount of shares reflecting its investment of US$ 300,000 (i.e.
             40,000 shares) in The Company as well as 1 management share.


                                                                      1
3. Alon and JNS shall be entitled, subject to the completion of The Investment by Alon as set forth in The Agreement, to receive
   120,000 Preferred Shares of 0.01 NIS each, of the Company instead of 120,000 Ordinary Shares of 0.01 NIS each. The shares
   already issued shall be converted. The shares will be issued to Alon and JNS respectively to their investment in The Company.
   The " Preferred Shares "- shall have all rights attached to the Ordinary Shares and in addition will entitle their holders to
   priority in the distribution of the company assets and/or dividends in case of liquidation of the Company or termination of its
   business, over any other shareholder of the Company in a way that until the holder of a Preferred Share will receive the full
   amount of his Investment in The Company as dividends or as proceeds of the sale of the Company's assets no other shareholder
   will receive any dividend in liquidation.

4. 3.           The Company shall issue to, Adv. Amos Hacmun, 1 Decisive Share of 0.01 NIS. The "Decisive Share" - will entitle
   its holder to participate in The Company`s Shareholders assemblies and/or The Board of Directors meetings upon the request of
   any Director or Shareholder as the case may be, and in a case of a dead-lock situation only, the Decisive Share holder`s vote shall
   be the overbalancing vote. In case of a board decision only, the Decisive Share holder shall use its discretion and vote as what he
   considers as the benefit of The Company.

   The parties hereby acknowledge and agree that Adv. Amos Hacmun does not act as any kind of trustee, and that he as well as
   Heskia-Hacmun Law Firm provided and/or may provide in the future legal services and represent Alon and/or JNS and/or
   eNitiatives – New Business Architects Ltd. and that they may continue to represent them and/or have any other business relations
   with same without any limitation or duty to disclose same to any party to this Addendum, including the representation of Alon
   and/or JNS in case of a future dispute between any of the parties to this Addendum. The parties further confirm that they have
   been notified that Adv. Amos Hacmun and/or a related company have a shareholding interest in eNitiatives – New Business
   Architects Ltd.

   The parties further and irrevocably agree that such relations shall not be considered in any event as neither relations of a trustee
   with The Company and The Shareholders nor as a conflict of interest and they explicitly and irrevocably waive any argument and
   claim against Adv. Hacmun and/or Heskia-Hacmun Law Firm and/or Alon and/or JNS and/or Enitiatives – New Business
   Architects Ltd. and/or whom on their behalf in this matter or any matter resulting thereof.


5. The Shareholders undertake to convene a special assembly for the purpose of amending the Company's Article Of Association in
   accordance with the above Paragraphs 2 and 3, and to convert the 48,000 Ordinary Shares that were issued to Alon and JNS, to
   48,000 Preferred Shares. The assembly resolution shall be made pursuant to the requirements of part 6 of chapter 5 of The
   Companies Law [5759-1999].

6. Alon undertakes to transfer to the Company US$ 215,000, from which US$ 115,000 is the balance of The Investment and US$
   100,000 is an "Additional Investment" :

    a. The sum of US$ 15,000 will be transferred to The Company's bank account immediately after this Addendum has been
       signed by the Parties.

    b. The sum of US$ 100,000 shall be transferred to The Company's bank account no later than 01.01.2007.

    c. The sum of US$ 100,000 shall be transferred to The Company's bank account no later than 01.03.2007.


   Notwithstanding the above, the Company may waive to Alon the obligation to invest US$ 80,000 out of the sum mentioned in
   clause (c) of this section, in case of improvement in its financial situation or, in case there is another investor who is ready to
   invest in the Company a sum of at least US$ 80,000 at a valuation of US$ 3,000,000 (pre-money) and provided such investor will
   commit himself to invest in the Company before 1.2. 2007.

7. The parties agree, that against each installment of US$ 20,000 by Alon, of the Additional Investment, Alon shall be entitled to
   receive and the Company shall issue to Alon such amount of Preferred Shares of 0.01 NIS each reflecting 1% of The Company's
   issued share capital (not including management shares) as shall be after the completion of The Investment and the Additional
   Investment.

   In addition any other Shareholder has the right until the 1.2.2007 to notify the Company on his willingness to participate in the
   Additional Investment in accordance with his prorated his shareholding in the Company under the same terms and conditions as
   described in this section above. In such a case the investment obligation of Alon will be reduced accordingly provided that such
   shareholder has transferred his share in the Additional Investment until the 1 st of March 2007.
Alon and JNS and any other Shareholder who have notified and has made the investment as described above , shall each
respectively be entitled to full protection against dilution due to the issuance of the Preferred Shares for the Additional Investment
so that The Company shall issue a corresponding amount of Preferred Shares of 0.01 NIS to Alon and JNS or to the other
Shareholder respectively to their holdings of The Company's shares as should be after completion of The Investment.

                                                           2
 8. The Company shall deposit all materials concerning its product intellectual property including but not limited to the product
    formula, ingredients, composing, manufacturing process etc, with Heskia-Hacmun Law Firm who shall be allowed to release
    such materials to Alon and JNS in case that The Company shall enter liquidation or terminate its business. The above shall also
    apply to any future changes, updates or modifications of the said materials.

 9. Omdan Consulting and Instructing Ltd. through Mr. Eitan Shmueli, declares that until a new investor will invest in the Company,
    Sadot & Co`s monthly fees in the total amount of US$ 2,000, will be paid as follows:
     a. The Company shall pay to Sadot & Co. monthly payment of US$ 1,000.
     b. The additional monthly payment of US$ 1,000 will be delayed and shall be registered as a shareholder loan by Omdan
        Consulting. The Company shall pay the balance of such shareholder loan to Sadot & Co. in accordance with its financial
        ability after a new investment of not less then US$ 500,000 at a evaluation of not less then US$ 3,000,000 (pre-money) will
        be made by a new investor or in case of another event causing The Company to receive an income of more then US$
        500,000.
     c. It is agreed that in case that no new investor will invest in the Company or if the Company shall reach liquidation or
        terminate its business, Sadot & Co. will waive their right to such additional monthly payment.

10. Mr. Nimrod Ben-Yehuda agrees, that until a new investor will invest in the Company, his monthly net salary from The Company
    shall be reduced by 3,000 NIS, which sum will be considered as a loan by Mr. Ben-Yehuda to The Company. In addition, Mr.
    Ben-Yehuda shall present receipts documenting all the out of pocket expenses Mr. Ben-Yehuda made for and on behalf of The
    Company (up to an amount of approx. NIS 50,000) which shall be considered as a shareholder loan to The Company. The
    Company undertakes to pay the shareholders loan to Mr. Ben-Yehuda in accordance with its financial ability after a new
    investment of not less then US$ 500,000 at a evaluation of not less then US$ 3,000,000 (pre-money) will be made by a new
    investor or in case of another event causing The Company to receive an income of more then US$500,000.

11. All current investments and/or loans made by Mr. Ben-Yehuda and/or any company on his behalf as well as Omdan Consulting
    and Instructing Ltd., (" Omdan ") shall be registered in the books of The Company as a shareholder loan which shall be paid
    back in accordance with the financial ability of The Company as shall be determined by the board of directors of The Company
    provided that such board decision has been supported by either Alon or the representative of JNS, except for Omdan who shall
    have the right to notify the Company until the 1.2.2007 on his willingness to convert its shareholder loans at the amount of
    70,000 NIS into Preferred Shares of the Company in accordance with the terms of section 7 above.

12. Immediately after signature of this Addendum eNitiatives loan to the Company for services in the amount of US$ 14,000 will be
    converted into Preferred Shares at the same valuation of US$20000 for each 1% of the Company capital. If eNitative will
    execute his right under section 7 above the Company will convert its existing Regular Shares into Preferred Shares.

13. All other provisions of The Agreement which were not modified under this Addendum will stay valid and in full force.

14. This Addendum shall take effect as of the moment when signed by both Parties. However, in case that by March 31, 2007: (i)
    The Company shall meet its targets according to the Business Plan (Appendix "A" of The Agreement and under the applicable
    terms of the Agreement); or (ii) The Company shall raise a new investment of not less then US$ 500,000 at an evaluation
    exceeding US$ 3,000,000 (pre-money); or (iii) in case of another event causing The Company to receive an income of more then
    US$ 500,000, this Addendum will be cancelled, and all changes or modification made in accordance with this Addendum, shall
    be null and void save for the Shares acquired by Alon and JNS or any other shareholders due to the execution of any part of the
    Additional Investment or under sections 7 and 11 of this Addendum above. In such case all Preferred Shares so acquired shall be
    converted into Regular Shares

15. The Company shall promptly and timely make all mandatory payments to the authorities and shall not obtain any credits and/or
    loans, whether from banks or other lenders without the explicit decision of the board of directors of The Company and provided
    that Alon or the director on behalf of JNS have supported such board decision.

16. The Company shall fully reimburse Alon's legal expenses in connection with this Addendum.



                                                            3
        17. The Agreement provisions shall be considered and interpreted in accordance with the provisions of this Addendum.

        18. In case of any discrepancies between provisions of this Addendum and other provisions of The Agreement, the provisions of this
            Addendum shall prevail.

In witness Whereof the Parties have signed this Addendum on the

Pimi Marion Holdings, Ltd


/s/ Eitan Shmeuli
By: Eitan Shmeuli
Title: Director

Omdan Education and Instructing Ltd


/s/ Eitan Shmeuli
By: Eitan Shmeuli
Title: Managing Member




/s/ Nimrod Ben-Yehuda
Nimrod Ben-Yehuda



JNS Capital LLC


/s/ Joe Shapira
Name: Joe Shapira
Title: Managing Member

/s/ Alon Carmel
Name: Alon Carmel


Agreed to by:




eNitiatives – New Business Architects
Ltd.

/s/ Reuven Marko
Name:Reuven Marko
Title: General Manager




                                                                 4
Exhibit 10.15


                                  OVERSEAS MARKET DEVELOPMENT CONSULTANCY AGREEMENT

                                                      Executed on 9th January 2008 in Ramat Gan


BETWEEN:                                     PIMI MARION HOLDINGS LTD, PC 513497123

                               POB 117 Hotzot Alonim, Kibbutz Alonim

                              (hereinafter referred to as “the Customer” )

AND:                            THE CENTER FOR POTATO RESEARCH IN A WARM CLIMATE LTD, PC 512553496

                               POB 515 Ofakim 80300

                              (hereinafter referred to as “the Consultant” )


WHEREAS                                      the Customer engages in the manufacture and marketing of stabilised hydrogen peroxide and
                                             wishes to obtain professional advice on the development of markets for the application of the
                                             substance in the storage of potatoes, or any other use of potatoes abroad;

AND WHEREAS                                  the Consultant is a professional entity with expertise on the subject of potatoes and wishes to
                                             provide professional advice, and to fill special requests for training on the above subject;


                          THE PARTIES HAVE AGREED ON THE COLLABORATION BETWEEN THEM.


                          Below are the details of the agreement:

1.      The Consultant shall advice the Customer on matters relating to the use of stabilised hydrogen peroxide in the storage of potatoes, and
        other uses (such as: application to seed potatoes) in various countries (see [illegible] work plan). During the consultancy, the parties
        shall attend documented work meetings once a month. Once a quarter, the Consultant shall present the findings, achievements and
        plans to the Customer‟s board of directors, and shall give professional training to the agents and professionals in Israel and elsewhere.

2.      The consultancy period is for three years, as of 1st January 2008, and may be extended.

3.      It is agreed that the parties may terminate the contract at any time on three months‟ notice.

4.      Consideration


                                                                       1
4.1         Consultancy fee : the Customer shall pay the Consultant professional fees in an amount equal to NIS 10,000 a month plus due VAT,
against a tax invoice. The payments shall be made once a month (current + 14 days). This amount shall be paid until a capital induction that
shall take place in April 2008. After the capital induction, the monthly consultancy fee shall be NIS 12,000 a month on the aforesaid terms.

The consultancy fee includes traveling and communication expenses in Israel alone.

4.2       Payment for activity overseas : NIS 2,500 per day‟s work; after the induction, NIS 3,000 per day‟s work.

4.3       Coverage of overseas expenses : the Customer shall cover all the Consultant‟s reasonable expenses.

4.4       Flights : to Europe tourist class, and outside Europe business class.

4.5       Hotels : reasonable subsistence expenses, by arrangement with the Customer.

4.5       Traveling and communication : reasonable expenses (hired car, medium).

Payment for the Consultant‟s expenses shall be added to the tax invoice submitted once a month.

5.       The dates of planned trips shall be determined once a quarter, at the time of the meeting with the board of directors.

         Unplanned trips shall be arranged between the parties, so as not to prejudice the parties‟ routine activity and so as to allow
         synchronisation with other trips to an identical destination.

6.       Absence of employer-employee relationship

         It is expressed that this agreement is an agreement between the Customer and an independent contractor of services and does not
         constitute an employment contract, that the Consultant has an independent business for the provision of the services and that there is
         no employer-employee relationship, license relationship, agency relationship or partnership relations between him and the Customer
         and/or anyone on its behalf.

         It is agreed between the parties that if it is determined by any competent judicial entity that the relationship between the Customer and
         the Consultant and/or anyone on his behalf in respect of the services is an employer-employee relationship, the Consultant shall not be
         entitled to the consideration specified in clause 4 above, but to consideration at a rate of only 65% thereof, and he shall immediately
         repay the Customer any amount he has received in excess of the revised consideration as aforesaid, plus linkage to the consumer price
         index and plus interest in accordance with the Adjudication of Interest and Linkage Law, 5721-1961 (the interest and linkage shall be
         computed as of the date on which the Consultant receives any amount until the date on which he actually repays it to the Customer).


                                                                        2
7.      The parties undertake to maintain confidentiality in respect of the details of this agreement. The Customer may present the Consultant
        as part of its team.

        The Consultant undertakes confidentiality and non-competition with regard to the treatment with stabilised hydrogen peroxide of
        vegetables and fruits for a period of seven years after the contract‟s termination. For the avoidance of doubt, it is expressed that this
        does not prevent the Consultant from engaging in any other business, so long as it does not derogate from the aforesaid.

8.      The Consultant is not promising and is not liable for the success of the project or his advice. This liability is imposed on the Customer
        and/or those acting on its behalf. For the avoidance of doubt, the Consultant undertakes to make maximum effort in the professional
        training and direction of the Customer for the success of the product‟s application and sale process.

9.      In destination countries in which the Consultant is an actual partner in bringing about the use of the Customer‟s products – the
        Consultant shall be entitled to royalties of 1% of sales for the first four years of activity.

10.     The Consultant shall serve as professional advisor to the Customer‟s board of directors. Nonetheless, the Consultant shall not be liable
        for the advice‟s implementation by the Customer. The Company‟s board of directors shall not have any claim against the Consultant
        with regard to the consequences of the professional advice.

11.     At the request of the Customer‟s CEO, the Consultant shall actively participate in the presentation of the Customer‟s applications or
        products to customers or investors overseas, with customary professional integrity.

12.     Notice sent by registered mail to any party in accordance with his above address shall be deemed received by him.


                                                         As witness the hands of the parties:

Pimi Marion Holdings Ltd                                                    The Center for Potato Research in a Warm
                                                                            Climate Ltd


/s/ Eitan Shmueli                                                           /s/ Avi Nachmias
Name Eitan Shmueli                                                          Name The Center for Potato Research in a
                                                                            Warm Climate Ltd




                                                                    3
Exhibits 10.16

                                                   Memorandum of Understanding

                                                                    Between

                                    Pimi Marion Holdings Ltd
                                    P.O. Box 117,
                                    Hutzut Alonim
                                    30049 Israel

                                                                      And

                                    Omnivent Techniek [full name?]
                                    P.O. Box 1232
                                    3890 BA Zeewolde
                                    Netherland


Whereas          Pimi has developed storage protocol and formulations of Stabilised Peroxide intended for use in the treatment of vegetable
                 and fruits, in controlled high humidity storage (" the Products ") and has filled for patents registrations for such application
                 and formulations;

Whereas          Omnivent is active in the field of controlling storage room atmosphere in the Netherlands and other countries in Europe;

Whereas          Omnivent has the know-how experience, manpower and financial resources to install storage rooms with controlling storage
                 atmosphere and have the access to the market in Netherlands and other territories in the world;.

Whereas          The parties wish to cooperate in the promotion, marketing and sale of the Products and the installation of system for
                 controlling storage atmosphere in storage rooms;


                  Now therefore the Parties have agreed as follows:


  1. Subject to the success of the Efficacy Trials, as herein described, the parties will negotiate to conclude a joint venture agreement, under
     which Omnivent will be appointed as Pimi contractor for humidity treatment systems and will promote Pimi storage protocol to farmers
     in the Netherlands and any where else in Europe as will be agreed by the parties.


  2. During the coming potato season, Jul 2008-June 2009 Omnivent will install Pimi fogging and dosing systems in 5 demonstration rooms
     in the Netherlands for the new potato crop of 2008 (" The Efficacy Trials "). Pimi will supply to the demonstration room's sufficient
     material of Product for the Efficacy Trials. Omnivent will furnish the necessary equipment for the Efficacy Trails and will install it on its
     expense. Each of the parties will be its own travel and other expenses related to the Efficacy Trails.



                                                                        1
3. Subject to mutual decision of the parties to go ahead with the joint venture after the success of the Efficacy Trials, the Parties will
   negotiate the terms of the Joint Venture under the following head of terms:

3.1 Omnivent will be the sole installing contractor for the fogging and dosing systems Pimi will decide to use for the storage rooms (" the
    Systems ").

3.2 Omnivent will be also the maintenance contractor of the Systems.

3.3 Marketing, Sales and promotion of the Pruduct will be carried out by Pimi.

3.4 Omnivent will deliver the fogging/dosing system.

3.5 Pimi will appoint a sole distributor for the Products for the Netherlands who will distribute and supply the Products to customers in the
    Netherlands ("Pimi's Distributor"). Omnivent will direct customers to the Pimi's Distributor who will deliver the Products to the
    customers.

4. If after the conclusion of the Efficacy Trial any of the parties will decide not to continue the negotiations on the term of the Joint Venture
   Agreement he will give notice on its intention to the other party and this MOU will be cancelled without giving rise to any right to any of
   the parties to it.

5. This MOU This Agreement shall be governed by and construed in accordance with the laws of Israel.

6. Any notice, request or other communication to be given or made under this MOU shall be in writing.

7. Except as otherwise provided in this Agreement, such notice, request or other communication shall be deemed to have been duly given or
   made when it shall be delivered by hand, airmail or telefax to the Party to which it is required or permitted to be given or made at such
   Party‟s address specified above.




                                                                      2
                              In Witness thereof the parties has signed this MOU on the May 19 , 2008.


/s/ Youval Saly                                                       /s/ L. Salamoas
Name: Youval Saly                                                     Name: . Salamoas


For and on Behalf of Pimi Marion Holdings                             For and on Behalf of Omnivent Technick B.V.




                                                                 3
Exhibit 10.17

                                                  Wagner Regulatory Associates, Inc.
                                                      Agreement for Services



Client’s Name:                                                       Pimi Marion Holdings Ltd.

Contact person:                                            r. Youval Saly and/or Mr. Nimrod Ben Yehuda



Contact person’s email and telephone :                             972-72-211-6144

Client’s physical address:                                         Kibutz Alonim, POBox 117
           30049 Hutzot Alonim, Israel



1. Description of services to be provided to PIMI MARION: Wagner Regulatory Associates, Inc. (“WRA”) a Delaware corporation,
located at 7460 Lancaster Pike, Suite #9, Hockessin, Delaware 19707, will provide technical and regulatory services for projects and tasks as
assigned by PIMI MARION.

2. Term of Agreement . It is agreed that WRA will provide technical and regulatory services to PIMI MARION from the date of execution
of this agreement and shall continue thereafter until terminated by either party upon thirty days prior written notice to the other party. If PIMI
MARION elects to terminate this Agreement, PIMI MARION shall pay WRA for all work performed to date unless such decision to terminate
is founded upon WRA negligence, willful misconduct or material breach of this Agreement.

3. Compensation and Expenses:

(a) WRA agrees to provide technical and regulatory services to PIMI MARION. In return for such services PIMI MARION agrees to
compensate WRA on a project fee basis. The fee basis and amount of fees are as provided in the Addendum no. 1 to this agreement.

(b) WRA fees and rates do not include reimbursable expenses. When business travel is authorized by PIMI MARION, reimbursable travel
expenses shall include reasonable coach class airline, train, and car rental costs, reasonable hotel and meal costs, and such other reasonable and
necessary travel expenses. For other incidental expenses, such as long distance telephone, mailing costs, photocopying costs, and fee-based
internet database searches, PIMI MARION shall reimburse WRA at its cost, upon submission to PIMI MARION of receipts evidencing such
expenditures.

(c) WRA fees and rates do not include governmental licensing fees. When licensing fees are required to carry out PIMI MARION registration
projects, WRA will notify PIMI MARION of such fees in advance so that the required monetary funds can be deposited by bank wire transfer
into the WRA bank account. Upon receipt of these funds WRA will then pay the required governmental licensing fees as required by
government authorities and as authorized by PIMI MARION.

4. Work-Product Ownership and Use.

All written work, research and other written materials generated pursuant to this Agreement shall be the sole and exclusive property of PIMI
MARION, and WRA shall not use or disclose nor enable the use or disclosure of such materials for any purpose without the specific, written
preauthorization of PIMI MARION.

5. Payment terms:

WRA shall provide invoices to PIMI MARION which describe in detail the services provided with the associated fees and expenditures as
provided for in Addendum no. 1 to this agreement. PIMI MARION agrees to pay WRA 50% of the total project fees described in Addendum
no. 1 to this agreement at the initiation of the project which is authorized by PIMI MARION. The remainder of the fees will be invoiced to
PIMI MARION at completion of each task and PIMI MARION will submit payment to WRA with terms net 30 days. WRA invoices will be
delivered to PIMI MARION in electronic format by email. All payments to WRA will be by bank wire transfer to WRA‟s designated bank
account in US dollars ($). WRA will confirm receipt of all payments by PIMI MARION.
                                                 Wagner Regulatory Associates, Inc.
                                                     Agreement for Services


6. Additional terms and conditions:

(a) Independent Firm . It is understood that WRA is an independent firm, and is not an agent, employee, legal representative, or partner of PIMI
MARION. As an independent firm, WRA is solely responsible for determining the means and methods for performing the work under this
Agreement in accordance with the terms of this agreement. WRA will determine the time, place, and manner of performance of the work in
accordance with the terms of this Agreement.

(b) Hold Harmless . It is agreed that PIMI MARION shall hold WRA harmless against any liability for personal injury, property damage, or
monetary losses arising from WRA‟s work under this Agreement, except to the extent that any such injury, damage, or losses is due to the
negligence or willful misconduct of WRA.

7. Miscellaneous . This Agreement and all duly executed Addendums represents the entire agreement on this subject between the parties to it.
There are no oral or written promises, terms, conditions, or obligations other than those contained in this Agreement. This Agreement
supersedes all previous communications, representations or agreements, either oral or written, between the parties to it on the subject matter of
this Agreement. This agreement may be amended only by a written addendum signed by WRA and PIMI MARION. This Agreement may be
executed in multiple counterparts, which together shall constitute but one original.


For: PIMI MARION HOLDINGS, LTD .
By: /s/ Eitan Shmuli , Director
Signed: Eitan Shmuli, Director
Title:Director
Date: 9th Sptember 2009

For: WAGNOR REGULATORY ASSOCIATES, INC.
By: James W. Wagnor
Regulatory Director


Addendum No. 1

This document represents an addendum to the Agreement for Services contract between WRA and PIMI MARION and covers all work
initiated during the period of September 2008 through September 2009.

Scope of Work:

The Pimi Marion product contains hydrogen peroxide active ingredient. It also contains silver nitrate and phosphoric acid co-formulants
(inerts). This product will be produced using an EPA registered source of hydrogen peroxide. This product‟s label will specify those uses and
claims to include treatment of potatoes in storage to inhibit sprouting and for treatment of fruits and vegetables post-harvest to provide
bactericide and fungicide effects. Pimi Marion seeks EPA FIFRA Section 3 'me-too' registration of the product. Silver nitrate is not currently
approved by US EPA for use as an inert ingredient applied post-harvest to food. A separate clearance must be obtained from EPA for silver
nitrate.

      1. WRA to arrange pre-registration conference with US EPA, in Washington, DC to (a) confirm data requirements for the Pimi Marion
         product containing hydrogen peroxide (b) what data is needed (if any) for silver nitrate and (c) EPA timelines.

         WRA charges : $1200 plus travel expenses of approximately $500.

      2. WRA to prepare registration dossier and submit to US EPA to obtain approval for Pimi Marion product containing hydrogen peroxide
         as active ingredient and silver and phosphoric acid as co-formulants (inerts). Product will use registered source of hydrogen
         peroxide. Product will be labeled for inhibition of sprouting in stored potatoes and bactericide/fungicide for post-harvest treatment of
         fruits and vegetables. Pimi Marion to provide WRA with reports of data required by EPA, generated to GLP and acceptable to EPA,
         for acute toxicity, physical & chemical properties of the product and non-GLP description of the manufacturing process and
         formulation process of the product. If required by EPA, PIMI MARION will provide WRA with reports of efficacy data acceptable
         to EPA.
WRA charges : $5,250

     3. WRA to prepare and submit a petition for exemption of silver nitrate from the requirement of a tolerance for residues which may
        occur on potatoes, fruits, and vegetables. WRA will obtain and use toxicity data for silver nitrate obtained from publicly available
        sources of scientific literature to support this petition. Pimi Marion will provide to WRA report(s) of data, acceptable to EPA,
        showing the residue concentration of silver nitrate remaining on potatoes, fruits and vegetables after treatment with this product.

   WRA charges : $8,250

     4. WRA to prepare and submit registration dossiers in all states including California.

        WRA charges : $2,750

     5. WRA to prepare and submit registration dossiers in all states except for California.

   WRA charges : $2,250

The terms of Addendum No. 1 accepted and approved:

For: PIMI MARION HOLDINGS, LTD .
By: /s/ Eitan Shmuli , Director
Signed: Eitan Shmuli, Director
Title:Director
Date: 9th Sptember 2009
Exhibit 10.18


REF: F:/Sadot/PimiMarion/TenancyAgreement_KibbutzAlonim/BSR/17.3.09
[TRANSLATED FROM THE HEBREW]


                                               UNPROTECTED TENANCY AGREEMENT

                                           Made at Kibbutz Alonim this 30th day of December 2008


BETWEEN:                  Kibbutz Alonim

                          (hereinafter referred to as “the Kibbutz” or “the Landlord”)

AND:                      Pimi Marion Holdings Ltd. (Pimi Agro)
                          PC 513497123
                           of PO Box 117 Hozot Alonim
                           Telephone: 072-2116144; Mobile 054-6569978; Fax: 04-9834506

                           (hereinafter referred to as “the Tenant”)


WHEREAS                    the Landlord is the exclusive owner of the rights in the structure of the premises involved in this agreement having
an area of 70 sq.m. and situated at the Kibbutz (hereinafter referred to as “the premises”);

AND WHEREAS               the Landlord wishes to let the premises to the Tenant for the term and on the conditions set out in this agreement;

AND WHEREAS               the Tenant wishes to rent the premises from the Landlord on a tenancy to which the Tenants‟ Protection Law will
not apply and in accordance with the conditions of this agreement.

NOW THEREFORE IT IS WARRANTED AND AGREED BETWEEN THE PARTIES AS FOLLOWS:

1.       Introduction

                  (a)      The recitals hereto constitute an integral part hereof.

                  (b)      The Kibbutz‟s representative in all respects relating to this agreement shall be the Kibbutz lettings manager and/or
                           such person as from time to time appointed for the purpose by the Kibbutz management.

                  (c)      Any previous agreement and/or memorandum of agreement made between the parties, either in writing or orally, is
                           hereby revoked, ex abundanti cautela , without any mutual demand or complaint.



                                                                         1
                    (d)    The headings below are solely for the sake of convenience and shall not be applied in the interpretation of the
                           clauses.

2.       The Tenancy Terms

         The Landlord hereby lets the premises to the Tenant and the Tenant hereby rents them from the Landlord for a term of 12 + 12
         months, namely until 31st December 2010, at which time this agreement and the relationship between the parties shall come to an end
         and the Tenant shall be liable to vacate the premises and return possession of them to the Landlord, unless they first reach another
         signed, written agreement. The Tenant shall have a right of first refusal to use the premises for one further term of 12 months,
         provided that the following conditions are fulfilled -

                    (a)    The Tenant shall give written notice thereof to the Landlord 60 days in advance shortly before the end of the said
                           term.

                    (b)    The Tenant shall have performed his obligations in accordance with this agreement in full and on time.

                    (c)    The premises and/or the site of the premises shall not then be needed by the Kibbutz for purposes of construction
                           and/or a real estate project or for another use as determined by the Kibbutz in its discretion.

                    (d)    No written objection has been received from the regional council or the Administration in respect of the use of the
                           premises as defined in the “object of the tenancy”.

                    (e)    The monthly rent during the additional term of the tenancy shall be increased by 5% in comparison with the rent
                           during the previous term, and if the option term is for several years, the rent shall be increased by 5% in comparison
                           with the previous year of the tenancy.

Non-Application of the Tenants’ Protection Law

3.       The Tenant acknowledges that the premises are property that since 5728 was vacant of any tenant entitled to occupy them and the
         Tenants‟ Protection Law (Consolidated Version), 5732-1978 shall not apply to the tenancy herein and that he will not be protected
         under the Tenants‟ Protection Law and/or any other legislation now existing or enacted in the future (hereinafter referred to as “the
         Tenants‟ Protection Law”).

         The Tenant warrants that he has not made or undertaken to make any payment whatsoever to the Landlord, either directly or
         indirectly, as key money or any other benefit or payment for the tenancy of the premises, other than the rent as set out below and he
         hereby waives in advance any demand for the rent as set out below and he hereby waives in advance any demand for key money or
         any other payment of any type whatsoever or for any amount whatsoever. He acknowledges and agrees that the provisions of the
         Tenants‟ Protection Law that deal with key money will not apply to the tenancy of the premises.

4.       The Object of the Tenancy

         The object of the tenancy is solely for using the premises merely for the office business of the Tenant.

         The Tenant may not alter the object of the tenancy or use the premises otherwise than in accordance with the object of the tenancy and
         no plea shall therefore be admissible that it has been agreed to alter the object of the tenancy, unless the same is done with the prior
         written consent of the Landlord.

5.       The Rent

         In consideration for the tenancy of the premises the Tenant shall pay the Landlord the shekel equivalent of
                                                                                                                                    NIS 2,100.0
2 telephone lines                                                                                                                   NIS    43.3
VAT                                                                                                                                 NIS   332.2
                                                                                                                                    NIS 2,475.5


                                                                        2
     in the manner and at the times following (hereinafter referred to as “the rent”) -

              (a)      The first payment of the rent for three months shall be made on signing this agreement.

              (b)      The rent shall be paid once monthly in advance.

              (c)      The rent shall be subject to the addition of VAT at the rate thereof on the date of payment. The Tenant shall be
                       given a tax invoice.

              (d)      To facilitate collection of the rent, the Tenant shall deposit with the Landlord 12 cheques in the sum of NIS 2,475.5
                       each, maturing on the second day of each month, as a condition for receiving a key to the premises and possession
                       of them being delivered to the Tenant as set out in this agreement. The accounting in respect of rate differences
                       shall be made three-monthly and in accordance with the results of the accounting the Tenant shall pay the
                       Landlord the rate differences, plus VAT and the Landlord shall issue a tax invoice to the Tenant in respect thereof.

              (e)      Rent that is not paid to the Landlord on time shall become a liquidated debt. In respect of a liquidated debt the
                       Tenant shall be liable to pay the Landlord interest at the maximum unauthorised overdraft rate then prevailing at the
                       bank 0.6% per month , and a letter from that bank will constitute adequate proof as to the interest rate.

              (f)      To secure payment of the rent, the Tenant shall on signing this agreement give the Landlord a non-negotiable,
                       undated, signed cheque to the order of the Landlord in the sum of NIS 6,300, without VAT.

6.   Delivering Possession of the Premises to the Tenant

              (a)      Possession of the premises shall be delivered / was delivered to the Tenant on 1st January 2009 (in this agreement
                       referred to as “the date of delivering possession of the premises to the Tenant”).

              (b)      On the date of delivering possession of the premises to the Tenant minutes shall be prepared and signed by both
                       parties detailing the state of the premises.

7.   Absence of Non-Conformity

     The Tenant hereby confirms and declares that he has seen the premises and examined them with the eyes of a tenant and he declares
     that he has received the premises in satisfactory and clean condition and he undertakes to return them to the Landlord in that condition
     and consequently he neither has nor will have any complaint of non-conformity of any type whatsoever.

8.   Additional Payments / Additional Obligations of the Tenant

              (a)      The Tenant shall bear all the expenses and payments deriving from his possession of the site of the premises for
                       which the occupier of property is liable, including rates, levies and official fees as determined from time to time by
                       the regional council and every other payment required by the regional council and/or the Administration and/or any
                       other entity in connection with the conduct of the business on the premises.

              (b)      The Tenant may fit an appropriate direction sign in respect of his business on the premises. The position, size and
                       contents of such sign shall be coordinated in advance with the Landlord and in the event that it is necessary to pay
                       sign charges in accordance with the requirement of the local authority (sign tax), the Tenant shall bear the payment
                       thereof.

              (c)      The premises will be used all days of the week.

              (d)      The Tenant shall, at his own expense, arrange for the cleaning of the premises and their surroundings and for the
                       removal of packages from the yard.

              (e)      It is expressed that those working on the premises during the term of the tenancy shall be solely the Tenant‟s
                       employees and that there is no labour relationship between the Tenant and/or his employees and the Kibbutz.


                                                                     3
                     In the event that the Kibbutz is nevertheless made liable for any payment deriving from a determination with regard
                     to the existence of a labour relationship between them and the Kibbutz, the Tenant undertakes to indemnity it for
                     any such payment immediately on demand.

             (f)      The Tenant shall avoid the creation of any nuisance and/or disturbance to the Kibbutz, its members, its way of life
                      and business and in that connection he shall refrain from unreasonable noise, the creation of environmental hazards,
                      and he shall keep the premises and their surroundings clean and bear the expenses of removing the waste caused
                      due to the operation of his business.

9.    Non-Transfer of Rights

             (a)      The Tenant may in no event transfer his rights pursuant to this agreement or any of them or the use or possession of
                      the premises or any part of them, either for or without consideration, for any part whatsoever of the term of the
                      tenancy, unless the Landlord‟s prior written, express consent is given thereto. For the avoidance of doubt, it is
                      expressed that the Kibbutz shall, in its discretion, not be liable to give its consent thereto.

             (b)      The Tenant may not charge and/or pledge to any person or entity his rights in the premises or his contractual rights
                      under this agreement without obtaining the Landlord‟s prior written, express consent thereto. For the avoidance of
                      doubt, it is expressed that the Kibbutz shall, in its discretion, not be liable to grant its consent thereto.

             (c)      The Landlord may transfer its rights in the premises without needing the Tenant‟s consent, subject to the Tenant‟s
                      rights pursuant to this agreement being preserved.

10.   Changes Not to be Made to the Premises

             (a)      The Tenant hereby undertakes not to do to or on the premises and/or their fittings and/or the site of the premises any
                      building and/or demolition work whatsoever, including internal changes, without obtaining the Landlord‟s prior
                      written, express consent thereto. For the avoidance of doubt, it is expressed that the Landlord shall not be liable to
                      grant its consent thereto.

                     In the event that the Landlord does grant its consent, it may, in its discretion, make it subject to conditions (for
                     example the production of a detailed, approved plan), including the payment.

                     In any event, for the avoidance of doubt it is expressed that everything involved in such building / demolition works
                     as aforesaid shall be done at the Tenant‟s expense and risk, including everything involved in obtaining permits in
                     accordance with the law.

             (b)      Any such modification and/or building work as aforesaid shall remain the sole property of the Landlord, without the
                      Tenant being able to require any payment from the Landlord in respect thereof and/or make any assertion as to the
                      betterment of the premises. The Tenant may at no time visit and/or demolish what he has built or altered but on
                      vacation the Landlord may require the Tenant to reinstate the premises (as regards what the Tenant has built or
                      altered) and the Tenant shall be liable to do so as soon as possible at his own expense and risk.

11.   Duty to Safeguard and Maintain

             (a)      The Tenant undertakes to keep the premises and to maintain them and all the equipment and accessories throughout
                      the term of the tenancy and to use them carefully and reasonably.

             (b)      The Tenant shall at his own expense bear and repair without delay any damage, harm or fault on the premises
                      deriving from his use of the premises and bring any damage, harm or fault as aforesaid that are of significance to
                      the knowledge of the Landlord. Should the Tenant not make such repair, the Landlord may (but need not) in its
                      discretion repair it at any time at the Tenant‟s expense in such way and through such workmen as the Landlord
                      deems fit, and an invoice signed by the person performing the repairs shall serve as conclusive proof of the expense
                      that the Tenant shall be liable to pay and/or refund to the Landlord immediately on first demand, and such an
                      expense as aforesaid that has been incurred by the Landlord shall be treated in the same way as the payment of rent.


                                                                  4
                        The Landlord, for its part, shall at its own expense bear the expenses of repairing structural damages or faults like a
                        burst water pipe within the walls or a burst within the walls, provided that they do not derive from the Tenant‟s use
                        of the premises.

12.   Right to Visit and Examine

      The Landlord may, but need not, from time to time on reasonable notice, visit the premises in order to verify the fulfilment of the
      Tenant‟s duty duly to maintain and safeguard them and to verify that the premises and their fittings are in satisfactory condition and to
      verify that the Tenant is indeed performing his obligations to the Landlord pursuant to this agreement.

      In addition, the Tenant undertakes to permit the Landlord or anyone acting on its behalf to enter the premises and visit them in order
      to show them to potential tenants or purchasers, provided that the same shall not constitute an appreciable disturbance to the Tenant‟s
      routine work.

13.   Duty to Vacate and Return Possession

      The Tenant hereby undertakes (in accordance with the provisions of this agreement) to vacate the premises and return possession of
      them to the Landlord, the premises being fit for immediate use (save for reasonable and usual wear and tear deriving from the careful
      and reasonable use of the premises).

      It is hereby agreed between the parties that in addition to any other relief, after the end of the term of the tenancy, either pursuant to
      this agreement or due to its termination by the Landlord further to and as a result of its breach by the Tenant, the Landlord may enter
      the premises, seize possession of them and move anything belonging to the Tenant that is found on the premises to any place of
      storage at the Tenant‟s expense.

      Without prejudice to any right, remedy or relief available to the Landlord pursuant to this agreement and/or by law, the Tenant shall
      pay the Landlord $ 150 per day of delay in vacating the premises pursuant to this agreement. The compensation has been estimated
      and agreed in advance as reasonable, and the Tenant shall be precluded from making any complaint in such respect.

14.   Act or Omission - Duty to Indemnify

      The Tenant hereby undertakes to indemnify / compensate the Landlord on first demand in respect of any payment and/or expense
      incurred by the Landlord because of any claim, demand, order or judgment, if at all, against the Landlord due to any act or omission
      of the Tenant in any respect relating to the conduct of the Tenant‟s business on the premises.

15.   Insurance Duty

      The Tenant undertakes to insure the premises and the conduct of its business in their real value against all risks, including fire, flood,
      burglary and theft, and earthquake, employers‟ insurance and insurance against causing damage to third party persons and property,
      with a reliable insurance company based in Israel. The Tenant hereby undertakes to purchase the insurance and persist in payment of
      the necessary premium throughout the term of the tenancy.

      The Landlord (with cross liability with all its members and residents) shall be specified in every such policy as an additional insured
      and/or a beneficiary, both for the cover of its property interest in the premises and for the avoidance of claims or subrogation by the
      insurance company.

      A copy of the policy / policies shall be furnished to the Landlord by the Tenant within 15 days of the making of this agreement. In any
      event, the Tenant undertakes to compensate the Landlord for any expense, damage or loss caused to the premises, if not fully covered
      by the insurance benefits. Insurance benefits that are paid in respect of an insurance event due to property damage to the premises
      shall first be applied for the repair and reinstatement of the premises.

      In addition, the Tenant undertakes to procure the addition to the insurance policy of a clause relating to advance notice, according to
      which the insurance company shall give advance notice to the Landlord of its intention to cancel the insurance policy at least 30 days
      before doing so, in written notice to be given by the insurance company to the Landlord by registered mail.


                                                                     5
16.   Fundamental Breach

                (a)   It is agreed that each one of the following acts and/or omissions shall also be regarded as a fundamental breach by
                      the Tenant:

                (1)   failure to pay rent on time, namely a default in excess of 15 days;

                (2)   neglect of the premises or carelessness in caring for them;

                (3)   not repairing significant harm or damages to the premises;

                (4)   making a change or addition to the premises that is not first agreed in writing by the Landlord;

                (5)   changing the object of the premises‟ use or delivering the use thereof to others.

                (b)   It is hereby agreed that in the event that the Tenant breaches a fundamental condition of this agreement as set out in
                      the provisions of this agreement, and such breach is not remedied by the Tenant within seven days of notice thereof
                      being sent to the Tenant, the Landlord shall be entitled further to such fundamental breach to terminate the
                      agreement, claim vacation of the premises and exhaust all the relief vested in the Landlord pursuant to the
                      provisions of this agreement and/or the law vis-a-vis the Tenant.

                (c)   In the event that the Tenant breaches a condition that is not fundamental to this contract, if 30 days after being so
                      required by the Landlord the Tenant has not remedied the breach, the Landlord shall be entitled to terminate the
                      contract.

                (d)   As regards the provisions of this agreement, the date of termination pursuant to the provisions of clauses 17(b) or
                      17(c) above shall be regarded as the end of the term of the tenancy.

                (e)   Notwithstanding as aforesaid, the Kibbutz may also terminate the agreement forthwith in each of the following
                      cases:

                (1)   in the event that the Tenant has been declared bankrupt and/or a receivership order has been awarded against him
                      and/or an attachment of his assets has been imposed and not removed within 30 days and/or in the event that a
                      provisional or permanent winding-up order has been awarded against the Tenant and/or in the event that the creditor
                      [sic] has entered into proceedings for a suspension of proceedings and a creditors arrangement in court;

                (2)   in the event that the Kibbutz is obliged to terminate the agreement by law, such as in accordance with an order from
                      a government entity and/or the Israel Land Administration.

17    Waiver and/or Forgiveness

                (a)   An extension, waiver or forgiveness by one party in favour of the other shall be ineffective unless given in writing.

                (b)   An extension, waiver or forgiveness in a particular case or matter shall not be construed as a binding precedent in
                      respect of any further or other case or matter.

                (c)   The Landlord‟s failure to enforce a right shall not per se be construed as a waiver or forgiveness and the Tenant
                      shall not thereby be entitled to claim estoppel against the Landlord.

18.   Notices

                (a)   Notices on any important or material matter relating to or deriving from this agreement or the tenancy pursuant
                      hereto shall be given in writing at the address appearing in the heading hereto. Written notice shall be given of any
                      change of address.

                (b)   Notice by one party to the other that is posted by registered mail in accordance with the address appearing below
                      shall be regarded as given to the addressee on the expiration of four days from being posted in Israel:


                                                                   6
                       the Landlord - Kibbutz Alonim, MP Alonim 30040

                       the Tenant - during the term of the tenancy - PO Box 117, Hozot Alonim; and thereafter _______________.

19.   Payment Not to be Set Off or Withheld

      For the avoidance of doubt, it is expressed that the Tenant shall make all the payments owed by him by virtue of this agreement on
      time. The Tenant may not set off or withhold any payment to the Landlord (thus, for example, should the Tenant have any complaint,
      he shall first pay the Landlord and then, after his complaint has been enquired into, should the Tenant be found right, he will be
      credited accordingly).

20.   Business Licence and/or Permit According to Law

              (a)       The Tenant shall at his own expense and in his own name procure and obtain all the licences required for the
                        operation of the business on the premises and make every payment necessary to that end and he shall bear full
                        liability for not performing the conditions for the operation of the business that are required by law, including fire
                        extinguishing equipment, the safety of the building etc. Without prejudice to the generality of the aforegoing, the
                        Tenant shall obtain all the licences and approvals for the conduct of the business and produce them to the Kibbutz.

              (b)       It is further hereby declared and agreed for the avoidance of doubt that the Tenant is in any event precluded from
                        making changes to the premises contrary to any existing licence and/or without obtaining a suitable licence from the
                        appropriate and/or competent authorities. Should the Tenant make any change whatsoever to the premises or their
                        walls without a licence or by changes cause damage to the building or engage there in a business without a due
                        permit, all the expenses, including fines, compensation and court and other costs that are caused to the Landlord,
                        shall be borne by the Tenant, and the Tenant undertakes to pay them to the Landlord within seven days of the
                        Landlord‟s first written demand. Should the Landlord pay any amount to any authority in connection with the
                        aforegoing, the Tenant hereby undertakes to refund the amount to the Landlord in accordance with receipts that it
                        furnishes to the Tenant, within seven days of the Landlord‟s first written demand.

21.   The Requirement of Writing

      Any amendment, addendum or modification to this agreement shall require a written document signed by both parties.

22.   Collateral

      To secure the performance of the Tenant‟s obligations in accordance with this agreement and for the purpose of compensating and
      indemnifying the Landlord for any damages and losses occasioned to the Landlord due to a breach of the agreement or any of its
      conditions, including causing damage to the premises or its accessories and for collecting the payments for which the Tenant is liable
      pursuant to this agreement and the compensation in respect of not vacating the premises on time and also advocate‟s professional fees
      and court costs, the Tenant shall on signing this agreement give the Landlord a promissory note as security in respect whereof the
      following provisions shall apply -

              (a)       The promissory note shall be to the order of the Landlord.

              (b)       The promissory note shall be “non-negotiable”.

              (c)       The date of its signature shall be specified thereon but not the date of its maturity, and the Landlord may complete it
                        accordingly when it falls due.

              (d)       The promissory note shall be signed by the Tenant and two good guarantors to the satisfaction of the Landlord.

              (e)       The promissory note shall be returned to the Tenant within 30 days of his request after the end of the relationship
                        involved in this agreement, provided that a reasonable time has by then expired for examining whether the Tenant
                        has performed his obligations pursuant to this agreement.

              (f)       The promissory note shall be in the sum of NIS ______, together with a comment that it is linked to the consumer
                        price index.

              (g)       In addition, to secure the performance of all the Tenant‟s obligations pursuant to this agreement, the Tenant shall on
signing this agreement deposit with the Landlord an autonomous bank guarantee in the sum of NIS ______, linked
to the index, and effective until 30 days after the term of the agreement. In the event of the term of the agreement
being extended and/or in the event that the guarantee is effective for less than the term of the agreement, the Tenant
authorises the Landlord to require the bank to extend the term of the guarantee until 30 days after the term of the
agreement as aforesaid.

On expiration of the term of the agreement and the performance of all the Tenant‟s obligations pursuant hereto, the
Landlord shall return the bank guarantee to the Tenant.



                                            7
                                                        ......................
                                        EXTENSION OF TENANCY AGREEMENT APPENDIX

                                           Made at _______________ this 1st day of January 2009


BETWEEN:                  Kibbutz Alonim

                          (hereinafter referred to as “the Landlord”)

                                                                                                                                of the One Part

AND:                       ____________________ of _______________________
                          (hereinafter referred to as “the Tenant”)

                                                                                                                              of the Other Part

WHEREAS                  on January 1, 2009 a tenancy agreement (hereinafter referred to as “the tenancy agreement”) was made between the
Landlord and the Tenant for a term expiring on 31st December 2008;

AND WHEREAS                 at the Tenant‟s request the Landlord has agreed to extend the tenancy agreement for an additional term, subject to
the conditions of this appendix below.

NOW THEREFORE IT IS WARRANTED, PROVIDED AND AGREED BETWEEN THE PARTIES AS FOLLOWS:

1.       This appendix constitutes an integral part of the tenancy agreement.

2.       The term of the tenancy pursuant to the tenancy agreement is hereby extended for a term of a further 12 months, namely until 31st
         December 2009 (hereinafter referred to as “the extended term of the tenancy”).

3.       The parties have surveyed the premises and agree that its area stands at 70 sq.m.

4.       The monthly rent during the extended term of the tenancy shall be NIS 35 for sq.m., plus VAT. In addition, the Tenant shall pay an
         amount in accordance with the Bezeq tariff per month in respect of the two telephone lines installed on the premises.

5.       For the avoidance of doubt, in addition to the rent the Tenant shall continue to make all the payments and pay all the expenses
         deriving from his possession of the premises as prescribed in the tenancy agreement, including rates.

6.       The Tenant is granted an option to extend the extended term of the agreement for a further 12 months (2010), subject to fulfilment of
         all the following conditions -

                  6.1      The Tenant has given written notice to the Landlord of his desire to exercise the option no later than 60 days prior
                           to the end of the extended term of the tenancy and given to the Kibbutz at that time 12 post-dated cheques for the
                           rent for the whole of 2010. Such notice as aforesaid shall be binding as regards the Tenant and irrevocable.

                  6.2      The Tenant has performed all his obligations pursuant to the tenancy agreement during the extended term of the
                           tenancy, in full and on time, and in that connection has borne all the payments for which he was liable in full and on
                           time.

                  6.3      The premises are not needed by the Kibbutz for other purposes.

                  6.4      The Kibbutz has not received a demand from the local committee and/or the Israel Land Administration to stop
                           using the premises.

                  6.5      The monthly rent shall be revised during the option term and stand at NIS 2,450, plus VAT (instead of NIS 2,100
                           during the extended term of the tenancy).

7.       As a condition for agreeing to the extension the Tenant shall deposit with the Landlord 12 cheques equal to the aforegoing monthly
         payments, maturing on the fifth day of each month starting from January 2009.
8.    All the conditions of the tenancy agreement shall apply to the extended term of the tenancy, other than the conditions expressly
      modified in this appendix. For the avoidance of doubt, it is agreed that the collateral given pursuant to the tenancy agreement shall
      also continue in force and effect in respect of the extended term of the tenancy pursuant to this appendix and insofar as they expire,
      they shall be renewed forthwith.

9.    The parties confirm that the Tenant‟s debt to the Landlord on the date hereof stands at NIS 3,059, plus current electricity. The Tenant
      undertakes to discharge the said debt by 1st January 2009.

10.   The Tenant declares that he has no claim, demand or complaint against the Landlord in connection with the term of the tenancy to the
      date hereof and that in any event the extension of the agreement is in discharge of any such complaint by him.


                                                                    8
              AS WITNESS THE HANDS OF THE PARTIES




/s/ GUR                           /s/ Eitan Shmueli
The Kibbutz                       The Tenant




                       9
Exhibit 10.19
                                             REGISTRATION ASSISTANCE AGREEMENT

                                                               P - 145 – A – 12 - 08




Between : REDEBEL S.A., a Belgian Company with its headquarters at
rue de Chassart 4, B-6221 Saint-Amand (Belgium)

Hereinafter « REDEBEL ».

And

PIMI MARION HOLDINGS LTD, which headquarters are located at Kibbutz Alonim – POB 117 Hutzot Alonim 30049, Israël

Hereinafter " PIMI MARION "

Whereas PIMI MARION has been looking for a suitable Company to assist itself for the following missions :

1.
                                          H 2 O 2 ANNEX I INCLUSION ON THE 91/414/EEC DIRECTIVE:
                                                ANNEX II AND ANNEX III DOSSIER PREPARATION

The purpose of this mission is to realise a complete Dossier to support the inclusion of the Hydrogene peroxyde on the Annex I of the
91/414/EEC Directive.
The information required to support such a dossier is made of an Annex II dossier (on the Active substance), and an Annex III Dossier (on the
formulated product).

This quotation is made assuming that all Annex II data required are existing, and will supplied to Redebel by the 15 th January 2009.



The other assumption is that the data required for the Annex III Dossier will be supplied by Pimi Marion.

For detailed processing , we refer to our offer dated 8 th December 2008, ref P-145-12-08.

THE GLOBAL PRICE : 50.000 € – 72.000 €



DEADLINE:

ANNEX II DOSSIER PREPARATION
The shortest deadline we can guarantee you is the 1 st May 2009.
However, be sure that we will do our best to finish this work as soon as possible.
If confirmed, this mission will be considered by our team as a priority.

ANNEX III DOSSIER PREPARATION
The shortest deadline we can guarantee you is the 1 st May 2009.
Please bare in mind that the Annex III Dossier will be based on existing study results, and/or protocols of labs studies, if not yet finalised. This
Annex III Dossier will after be completed when the final results of the labs studies will be received by Redebel.

However, be sure that we will do our best to finish this work as soon as possible.

Remarks :
Cost of possible laboratory's studies. Agreement to realise a study will be taken between you and laboratory, and laboratory will invoice you
directly.
Cost of the copies (0.10€/page) - Expedition costs - Translation costs if any.
Should other supplementary work to be preformed by ourselves (e.g other supplementary information PIMI MAION could provide Redebel),
this will beforehand be discussed.
All documents, products, samples and other items shall travel at the risk and peril of the client, even when the transport costs are paid by
Redebel.

This deadline proposition is made assuming that all necessary documents will be furnished to Redebel by the 15 th of January 2009.



              Billing of our services :

               1 st invoice - At the order of the mission – January 2009 : 40% of the minimum amount.
               2 nd invoice (30%) in the course of the mission : April 2009.
               3 rd invoice (25%) at the sending of the dossier to Rapporteur Member State.
      4 th invoice (5%) at the final decision of the Rapporteur Member State.



                                                                       2
2°     PIMI MARION shall execute directly any agreement or order requested to prepare the documentation.
         In any case REDEBEL shall obtain previous written authorization by PIMI MARION before undertaking whatsoever commitment on
         behalf of PIMI MARION.

         Redebel shall in no way be held responsible for any inaccuracies or incomplete data or information which may appear in the
         documents due to lack of information, regardless of the language in which the documents are drawn up.

         Nor shall Redebel be held responsible in any way for errors appearing in the documents after approval by the client.

         The client shall be solely responsible for the documents and the use made of them.

3°       REDEBEL hereby acknowledges that PIMI MARION as the case may be, is the owner of any and all documents submitted, therefore
         REDEBEL has no right to authorise the relevant authorities and/or third parties to refer/utilise the documentation received from PIMI
         MARION nor to use it for its own benefit. REDEBEL shall not give to any third parties any information without any previously
         agreement of PIMI MARION.
         REDEBEL shall not be responsible for the loss of any information by for example fire in our office or carriers problems. It is
         recommended to keep a copy of all your documents.

4°     REDEBEL agrees to keep confidential any information and document received by PIMI MARION but REDEBEL can not be
       responsible if a third party use information that is in the public domain.

         5° If Redebel is found liable, the parties agree that any compensation awarded to the client shall be restricted to the payment made by
         the client for the part of the work in question within the framework of this Contract, to the exclusion of any other sum.
         Losses or complaints, delays in production, distribution, or shipment, loss of earnings, increased overheads, loss of clients or
         anticipated earnings, disappearance of data or any direct or indirect damage or any loss in general of any kind suffered by the client,
         as well as claims made against the latter by third parties, fines, bans or other sanctions brought against it, shall in no circumstances
         give rise to compensation, even if Redebel had been advised of the possibility.

6°       This Agreement shall come into force by its signature by both parties.
         These general and special conditions contain all the agreements between the parties and cancel and replace any prior letter, proposal,
         offer or agreement.
         Any special conditions granted by Redebel shall always be confirmed by separate letter, fax, or e-mail.

7°     This agreement shall be deemed to have been made in Belgium and the validity, construction and performance thereof shall be governed
       by Belgian law.

       Parts hereby agree to resort to the competent Courts in Charleroi in the event of litigation,unless the parties wish to appear before a
       court chosen by mutual agreement.


In witness whereof, the parts have caused the Agreement to be executed in duplicate by the duly authorized representatives.

Read, confirmed and signed in two copies. Both parties having received their own copy.

At Saint-Amand, December 23 th , 2008.

For REDEBEL S.A                                                               For PIMI MARION HOLDINGS LTD


/s/ Dumont de Chassart Tanguy                                                 /s/ Mr. Youval Saly
General Manager                                                               CEO
3
Exhibit 10.20

Certain portions of the exhibit have been omitted based upon a request for confidential treatment. The non- public information has been filed
separately with the commission.


An agreement dated 7th January 2009 between Omex Agriculture Ltd . (" Omex ") whose registered office is Bardney Airfield, Tupholme,
Lincs. LN3 5TP and Pimi Agro Cleantech Ltd . (" Pimi ") whose registered office address is P.O. Box 117 Hutzot Alonim
30049 Israel. Omex and Pimi are together referred to hereafter as “ The Parties ”.

 Whereas

     1. Pimi has developed a storage protocol and formulations for Stabilised Peroxide used in the treatment of vegetables and fruit in stores
        and has filed for patent registrations for such applications and formulations;

     2. Pimi has developed a product, 20% Storomex, the specification of which is more particularly described in Appendix A (" The
        Product ").

     3. Pimi has developed a Storage and Application Protocol for the Product (" The Storage Protocol "), which is set out at Appendix E
        and which may be changed from time to time by notice in writing given by Pimi.

     4. Omex has the experience, resources and manpower in order to market , sell, distribute and install the systems and equipment required
        for the application of the Product in the countries identified in Appendix C (" The Territories ");and

     5. In order to further develop the business of marketing and sales of The Product in the Territories, The Parties wish to enter into a
        marketing and distribution agreement, under which Omex will take upon itself to market, sell, distribute, and install systems and
        equipment required for the application of The Product in the Territories and Pimi will grant to Omex exclusive distribution rights in
        the Territories and will sell The Product to Omex under the terms and conditions set forth herein.

Agreement

          1. Pimi will deliver The Product to Omex in accordance with the Specification set forth in Appendix A, and subject to the tolerances
             stated therein. Pimi will indemnify Omex from any loss directly resulting from any deviation from specification of The Products,
             from any toxic or other matter in The Products not identified in the Specification, and from the implementation of the advice
             contained in the Storage Protocol. However Pimi will not indemnify Omex in respect of any loss relating to any application in
             respect of which the application conditions differ materially from the Storage Protocol and/or the instructions given by Pimi to
             Omex from time to time.


                                                                       1
 2. During efficacy tests Omex will follow fully the instructions given by Pimi and will report to Pimi throughout the tests.

 3. Omex and Pimi will maintain Product Liability insurance in a sum of not less than $ 1 million in respect of the above liability per
    claim, and will upon request give each other evidence of renewal of such policy.

 4. Subject to the terms and conditions stipulated herein Pimi hereby grants Omex exclusive distribution rights in the Territories for
    the Term as herein defined to market, promote and sell The Product for use only in the Territories identified in Appendix C. The
    parties may from time to time agree on adding new countries to The Territories by a written agreement signed by both
    parties. Pimi will not sell The Product or any other product derived from it for use as a storage enhancer to any purchaser other
    than Omex in The Territories or to any other purchaser elsewhere for distribution in The Territories during the Term.

 5. The price of The Product will be as agreed in Appendix B. Pimi has the right to change the price from time to time in order to
    recover any increased cost of such changes. Pimi will show Omex evidence that the raw material has changed in price.

 6. Pimi will have The Product available for delivery within 2 weeks of receipt of a written or emailed order from Omex. Minimum
    order quantity is 1,000 Lt. Omex will submit a forecast each quarter in advance.

 7. Omex will pay Pimi by the end of the month following delivery. Pimi shall at the end of each seasonal year September-August
    credit Omex with a sales rebate calculated in accordance with Appendix B and shall remit such rebate to Omex by October 31 st
    each year.

 8. Risk in and Title to The Product passes from Pimi to Omex at the point of delivery in the Territory.

 9. Omex will use all reasonable endeavours to market and promote The Product in the Territories, and will perform at least the
    marketing activities as described in Appendix D. All costs of marketing will be borne by Omex. The Product will be marketed
    under a Trade Name Storomex which is owned by Omex. All costs in relation to such name will be borne by Omex. The title to
    the name shall remain with Omex on termination of this Agreement. Omex shall display on the label of the Product as well as all
    other commercial literature that the supplier is Pimi and Omex is the distributor of the Product,

10. Should in the opinion of Omex, The Product require registration with any government agency, Omex undertakes to execute such
    registration and will bear all costs in obtaining such registration. The registration will be in Omex‟s name and title to such
    registration will be retained by Omex on termination of the Agreement.



                                                              2
11. Omex accepts the following minimum targets for the sale of 20% Storomex for the seasonal years September to August:


        9/ 2008- 8/2009: 2.2k litres


        9/2009- 8/2010: 15k litres


        9/2010- 8/2011: 37k litres


        9/2011- 8/2012: 85k litres


12. Omex accepts the following targets to retain exclusive distributorship in the territory for 20% Storomex, for the seasonal years
    September to August:


        9/2008- 8/2009: 4.2k litres


        9/2009- 8/2010: 29.6k litres


        9/2010- 8/2011: 74.4k litres


        9/2011- 8/2012: 170.4k litres


13. Omex will set the following sales targets for 20% Storomex for the seasonal years September to August:


        9/2008- 8/2009: 8.6k litres


        9/2009- 8/2010: 59.2k litres


        9/2010- 8/2011: 148.8k litres


        9/2011- 9/2012: 340.8 k litres


                                                            3
       14. Pimi will provide Omex with all relevant technical information concerning The Product and will provide technical support to
           Omex by means of telephone calls, emails and support visits as required. In all papers and publications it will be presented that
           the protocol of usage and the formulation and patent are the intellectual property of Pimi and were supplied by Pimi Marion to
           Omex under license as its distributor in the territory. Pimi is entitled to use the data from efficacy trials to promote SpuDefender
           in other territories.

       15. Omex will provide Pimi with information concerning the development of the market, including market potential, sales
           projections on an annual basis, reports on product performance and details of all customers with Storage facilities in more than
           one country.

       16. Omex and Pimi will have at least two semi annual meetings in the UK according to product development and crop seasons,
           including a budget meeting which will be done in the last quarter of each year to decide on sales budget as well as proposed
           marketing activities for the coming year. Each Party will pay its own costs in relation to the meetings. Prior to each semi annual
           meeting each party will forward to the other a paper summarising the results of all product trials undertaken in the previous
           season and all data received from customers concerning the efficacy of the product.

       17. Omex acknowledges that the patent applications and all other intellectual property rights other than the rights to Trade Names
           and Product Registrations are, and upon the termination of the Agreement, will remain the property of Pimi. Omex will write on
           the label as well as on written articles and paper that there is an IP to the product that belongs to Pimi and is used under licence of
           Pimi. Omex undertakes not to copy or re-engineer the Patented Product. All costs in relation to patent applications and costs
           undertaken to defend the patents from infringements by third parties are for the account of Pimi. Pimi further undertakes to
           indemnify Omex in respect of any costs or liabilities resulting from claims by third parties that the Product infringes that party‟s
           patent rights.

       18. Omex will nominate a project manager who will support the farmers in the implementation of the Storage Protocol. The project
           manager will supervise all new applications and trials.

Term

       19. Subject to Omex having fully complied with all the terms of this Agreement this agreement shall be in effect from the date hereof
           until 31 st December 2012 (the " Term "), and shall continue thereafter for consecutive one year terms, until terminated by either
           party giving to the other six months notice in writing, and if such notice is given six months prior to 31 st December 2012 it will
           terminate on that date. In the event that a party commits a serious breach of this agreement and such breach is not remedied
           within 30 days of receipt of written notice of said breach, the other party may terminate this Agreement forthwith.


                                                                       4
   20. Should Omex not make appropriate sales, or efforts to achieve sales, as shown in section 12 above and Appendix D, then Pimi
       may change the distribution terms granted to Omex to semi-exclusive (i.e. appointing one additional distributor), after giving
       notice in writing of the shortfalls and a period of time to rectify the situation (90days).

   21. Should Omex not achieve the minimum sales stated in section 11 above, then Pimi may terminate the distributorship granted to
       Omex, after giving notice in writing of the shortfalls and a period of time to rectify the situation (90days). In this event, Pimi will
       allow Omex to retain supply of the Product to its current customers until the end of the Agreement under section 19 above and
       will supply Omex sufficient Product at the price set out in Appendix B.

Entire Agreement

   22. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all
       prior agreements, representations, understandings and arrangements of the parties related to these matters, whether written or
       oral. No modification of any of the terms of this Agreement shall be valid unless in writing and signed by an authorized
       representative of each party.

       Reports

   23. Omex will report to Pimi in real time on any results of any trial to enable Pimi to instruct on any change in the working
       parameters if required . Additionally Omex will furnish to Pimi the results and conditions of any storage which was done with the
       Product including, crop, quantities, number of treatments, amount of the Product used, and the results of the any such treatments.



                                                                   5
            Law


        24. This agreement shall be interpreted in accordance with the Laws of England and is subject to the jurisdiction of the Courts of
            England.



/s / Youval Saly                                                        /s/ D. Featherstone
Name: Youval Saly                                                       Name: . D. Featherstone
Position: CEO                                                           Position: Managing Member

For and on Behalf of Pimi Marion Holdings                               For and on Behalf of Omex Agriculture Ltd.




                                                                    6
                                                        APPENDIX A
                                                      Storomex™            Specification

                                                              November         2008




1. Name: Storomex ™

2. Properties:

 2.1 Appearance: colorless transparent liquid

 2.2 Smell: slightly pungent

 2.3 Ingredients:   _______________ 18-20 %

   _______________        8- 10 %.

   ____________ ___       ____ %

   ______________ ___ %

     2.4 Stability: Stable as Hydrogen Peroxide for 12 hours after applying.

Pimi will deliver COA confirming the stability and specification of the product with each delivery.




                                                                       7
                                                        APPENDIX B
                                                                Prices

Product Prices delivered UK.

Storomex 20        _____ Euro per Lt delivered in IBC.
Rebate programme:
Sep 2009/ Aug10:
         1. Purchases above 50,000 Litres- 2% on all purchases for the year
         2. Purchases above 60,000 Litres- 4% on all purchases for the year
         3. Purchases above 70,000 Litres – 5% on all purchases for the year

Rebate programme:
Sep 2010/ Aug 11:
             1. Purchases above 130,000 Litres- 2% on all purchases for the year
             2. Purchases above 150,000 Litres- 4% on all purchases for the year
             3. Purchases above 160,000 Litres – 5% on all purchases for the year

Sep 2011/ Aug 12:
             4. Purchases above 300,000 Litres- 2% on all purchases for the year
             5. Purchases above 350,000 Litres- 4% on all purchases for the year
             6. Purchases above 370,000 Litres – 5% on all purchases for the year




                                                                     8
                                                       APPENDIX C
                                                         Countries for exclusivity



                             
                               UK




                                                       APPENDIX D
Sales and Marketing activities by Omex will include:



    
      Production of sales and promotional literature

    
      Production of PowerPoint presentations- Pimi will be included as the supplier and owner of the Product in it
    
      Farmer meetings and demonstrations –,

    
      Promotion at relevant shows and exhibitions, including Potato Events.

      
     Website promotion – there will be a link to Pimi as the supplier

    
      Targeted sales campaigns led by an appointed person to see the following number of farmers each seasonal year (September –
      August):
            o 2008/9:              75
            o 2009/10:             110
            o 2010/11             255
            o 2011/12             500

    
      Developing new applications (e.g. usage in onions, leeks, soil applications etc)




                                                                     9
                                                          Appendix E
Application Protocol for Storomex __ % concentration for use in potatoes and vegetables

    1. Storage room preparation:
    1.1 Make sure that the air circulation system functions correctly,
        clean air ducts, fans and plenum.
    1.2 Maintenance treatment should be performed to the room and its equipment in order to
        protect against corrosion due to continuous exposure to high relative humidity.
    1.3 General cleaning of the store
    1.4 Check proper functioning of the humidity control. Temperature control and CO2 control.
    3. Room filling:
    Filling the room with stored goods has to be done while taking in consideration air circulation needs in order to ensure good and
    homogenous air movement through the store.
    4 . Operating the room controllers:
    4.1 Temperature: control according to the customer protocol.
    4.2 Humidity: keep constantly at 90%-92% R.H
    5 . Applying Storomex:
    5.1 Prior to treatment take care that temperature and relative humidity is stable.
    5.2 Close all doors, widows and air outlets.
    5.3 Close mechanical cooling system.
    5.4 Check that air circulation is proper functioning.
    5.6 Open the Storomex feed to the Ultrasonic Atomizers.
    5.7 Treat the crop at a ratio of 400-ml per 1 Ton of crop for potatoes; 200 ml/tonne for brassicas. + adding 5 liters per 1,000 cubic
         meter of room head space
    5.8 Treatment duration is approximately 20 hours.
    6 . Resting period (after the end of the Storomex treatment):
    6.1 Close Storomex feeding valve.
    6.2 Close air feeding valve.
    6.3 Close air circulation system.
    6.4 Keep the room under full rest for more 4 hours.
    7 . Normal operation:
    7.1 Operate the air circulation system.
    7.2 Operate the cooling system.
    7.3 Operate the Temp Controller, the humidity controller.
    7.5 Open air feed and water feed to the Ultrasonic Atomizers.
    7.6 Continue to operate the room under the controlled Temperature and Humidity as described on chapter 4.
    8. The program through the whole storage period:
    8.1 Once a month storage manager should conduct steps 5, 6, 7.




                                                                       10
Exhibit 10.21

                                           Letter of Intent dated 20 th Day of January 2009


Between : Vegiesafe LLC a Limited Liability Company registered in New York whose address is 126 Fifth Avenue 4th Floor New York, NY
10011-5629 USA ("Vegiesafe") and Between Pimi Agro CleanTech Ltd. a company registered in Israel whose address is POB 107 Kibutz
Alonim, Israel (" Pimi ").

Whereas               Pimi developed Stabilized Hydrogen Peroxide ( STHP ) (" The Product ") and a storage protocol (" the Storage
                      Protocol ") used in the treatment of fruits and vegetables in storage and has filed for patent registrations for such
                      applications and formulations;

And Whereas                     Pimi has registered patents and patents application for the Product and the Storage Protocol (hereinafter
                                the Product and Storage Protocol are collectively referred to as the " Technology ") in various countries
                                among them the USA . The patents, patent applications and all enhancements, improvements, derivatives
                                and additions thereto, whether now in existence or created in the future are hereinafter referred to as the
                                Patents. Set forth in Exhibit A attached hereto is a list of the registered Patents and applications.

And Whereas                     Pimi has introduced the Technology for use in storage of potatoes.

And Whereas                     Pimi is active currently in Europe and Israel and desires to expand and start activity in the US, Canada
                                and Mexico .

And Whereas                     Vegiesafe and its affiliated companies are marketing, brand and product development companies which do
                                business with mass-market retailers and supermarket stores in the US such as Wal-Mart (" WM "),
                                Target and others .

And Whereas                     Vegiesafe has represented to Pimi that its affiliated companies have relationships with WM and other
                                mass-market retailers and major supermarket chains in North America (" Retailers ") and will seek to
                                build a business for CIPC free potatoes and potato products using the Technology for the Retailers.

And Whereas                     The parties have agreed to cooperate in the development and expansion of Pimi activities in the US .



                                                                   1
                                         Now it has been Declared and Agreed between the Parties:

1. Preamble and Appendices

     1.1 The Preamble and appendices to this LOI is one and integral part of it.

     1.2 The headings of the section are for convenient only and would not serve for inter-pretation to this LOI .

2. Incorporation a US Subsidiary by Pimi

     2.1 Pimi intends to incorporate a fully owned subsidiary in the US (" NEWCO " or " NC ") which might be the main vehicle for
         Pimi activities in the US .

     2.2 Pimi will grant to NC licenses for the use of the under the Patents. The licenses for the US will be an exclu-sive license and
         the licenses for Canada and Mexico will be non-exclusive.

3. The Joint Venture between the Parties

     3.1 On or before January 15, 2009 NC or Pimi and Vegiesafe will enter into a joint venture agree-ment (" JV Agreement ")
         incorporating the terms and conditions set forth in this LOI (" The Joint Venture "). The Joint Venture will be in the form of
         an American LLC or partnership as the parties will agree. The LLC or the partnership will be incorporated when the Joint
         Venture will commercially justify it. In the event a JV Agreement is not entered into by February 15, 2009, the terms of this
         LOI and the terms stated herein to be set forth or provided in the JV Agreement shall constitute the parties JV Agreement.

     3.2 In the event any Retailer, any fast-food chain or any major packaged, frozen or snack food marketers or any major or national
         vegetable (or fruit) growers and major or national distributors (all collectively referred to herein as "Distributor"), in the US
         (such Distributors, being subject to the mutual approval of Vegiesafe and Pimi, which approval shall not be unreasonably
         withheld) expresses an interest in launching CIPC free potatoes or CIPC free potato products at any Retailer or by any
         Distributor by requesting its supplier/s to use the Technology for potatoes or potato products, in order to produce or to supply
         CIPC free potatoes or CIPC free potato products for its consumption, such request hereinafter referred to as a "Trigger
         Event". The Parties will continue to operate the Joint Venture under the terms hereof and the JV Agreement, so long as such
         Trigger Event occurs prior to December 31, 2009.

4. Scope of the Joint Venture

     4.1 The Joint Venture will market, sell and distribute the Technology throughout of the USA on an exclusive basis , and
         throughout Canada and Mexico on a non-exclusive basis. The Technology will be distributed under the Trademark/s or such
         other name/s as shall be mutually agreed upon by the Parties as well as under Earthbound LLC‟s (“EB”), an affiliated company
         of Vegiesafe umbrella brand known as "Galapagos".

     4.2 The Joint Venture will have exclusivity for marketing, sales and distribution of the Technology for treatment and storage of
         potatoes in the USA subject to Section 4.3 below. Treatment and storage of other fruits and vegetables will be added to the
         Joint Venture in the future based upon the milestone and vision set forth in Exhibit B .

         Notwithstanding the above, the Parties agree that opportunities may come along with respect to other fruits and vegetables. The
         Parties mutually agree that when these opportunities come along, the Parties will decide together whether or not to include such
         additional categories within the scope of this Agreement.

         The Joint Venture will also market, sell and distribute the Technology for treatment and storage of potatoes in Canada and
         Mexico, but not on an exclusive basis.



                                                                 2
     4.3 The exclusivity of the Joint Venture will be subject to fulfillment of certain milestones of annual sales set forth in the Exhibit
         C.

         In case such milestones are not achieved, either party will have the right, but not the obligation to terminate the Joint Venture's
         exclusivity.

     4.4 The Joint Venture will relate initially to process potatoes such as, French-Fries, Chips and fresh table potatoes. Once the Joint
         Venture has achieved the milestones set forth in Exhibit B , the Joint Venture's rights will be extended to other fruits and
         vegetables by mutual agreement, taking into account resources, funds availability, and vision for such expansion. Vegiesafe
         acknowledge that Pimi is in R&D stages for other usages of the Technology such as soil treatment and disinfection, and grain
         treatment and other potential solutions and usages which are not part of the LOI/Agreement.

5. Parties share in the Joint Venture and its Management

     5.1 The parties' share in the Joint Venture will be: NC 70%, Vegiesafe 30% of all net revenues. "Net revenues": will include all
         sums received for the Technology regardless of whether such sums are paid in the form of a royalty or payment for the sale of
         the Products or use of the Storage Protocol less any cost and expenses relating to achieving the revenues.

     5.2 The Joint Venture will have a board of directors. Pimi will be entitled to have two directors and Vegiesafe will be entitled to
         have one director. Notwithstanding the above, all decisions regarding expenditures of Company funds relating only to the first
         investment of the $250,000 will require unanimous approval of the Board. Notwithstanding the above, expenses relating to the
         EPA approval of up to $100,000 as set forth in Exhibit E , efficacy tests/demonstration room/s of up to $50,000, and travel
         expenses to the US of Pimi staff or to Israel by Vegiesafe or the staff of its affiliated companies for working session of up to
         $50,000 will be considered as approved in advance, and will not require additional approval of the Board of the JV.

     5.3 At such time as the activities of the Joint Venture warrant and upon mutual agreement of the Parties, the Joint Venture will
         employ a CEO and/or such other employees as may be necessary for the successful operation of the Joint Venture, including
         without limitation an agronomist who will be in touch with the customers in the USA.

     5.4 The Parties will have a meeting every quarter to review the busi-ness of the Joint Venture. Such meeting may be in person or
         by conference call.

6. Pimi/NC Responsibilities.

     6.1 NC and Pimi responsibilities and missions under the Joint Venture are as follows:

              6.1.1 Pimi/NC will give sub license to the Joint Venture for the use of the Technology, and all other intellectual property
                    and know-how including any research and develop-ment relating to the formula and any new product developed ("
                    IP ") for the term of the Joint Venture.

              6.1.2 Training of core personnel and technical support required for the activity in the US , until the Joint Venture will
                    engage sufficient personnel who will take upon itself the technical support for the installa-tion and the treatment and
                    Storage Protocol.

              6.1.3 Receiving of all approvals and consents required for the activity of the Joint Venture in the USA .

              6.1.4 Installation of the initial trials and demonstration rooms.

              6.1.5 Pimi , its owners, officers, and managers agree (i) they will not, directly or indirectly, initiate contact with any
                    Retailer or Distributor for the purpose of proposing or soliciting a license, sales, or other agreement for any
                    Products or the Technology that are exclusive to the Joint Venture hereunder, and (ii) if contacted by any such
                    Retailer or Distributor, Pimi will refer such Retailer or Distributor to Joint Venture. In the event of a violation of
                    this paragraph by Pimi , the Parties agree that the measure of Vegiesafe's damages will be based on its share of net
                    revenue set forth in Paragraph 5.1.

7. Vegiesafe Responsibilities:

     7.1 Vegiesafe responsibilities and missions under the Joint Venture are as follows:
7.1.1 Marketing and sales activities of the Joint Venture.

7.1.2 Seeking to have a Retailer and/or major Distributor in the US, which will be mutually agreed upon by the parties, to
      start treatment of a line of CIPC free potatoes or CIPC free potato products, by recommending its producer/s
      and/or supplier/s to manufacture and supply such CIPC free pota-toes or CIPC free potato products; and following
      up with a line of products for extending shelf life of fruits and vegetables with CropDefender, Pimi products and
      other products treated by or that include the Technology. Such next step will be discussed and mutually agreed
      upon by the parties once the milestones set forth In Exhibit B have been achieved.



                                                   3
               7.1.3 Assisting with the allocation of required personnel for the Joint Venture.

 8. Services and Goods provided by the Parties to the Joint Venture

      8.1 All services provided to the Joint Venture by any party will be charged to the Joint Venture at cost basis.

      8.2 Pimi will sell the Products to the Joint Venture on cost basis including but not limited to any external work done and
          transportation.

 9. Financing the Joint Venture

      9.1 Vegiesafe will invest in the Joint Venture an aggregated amount of $250,000 which will be used for expenses reflected in a
          budget prepared for the Joint Venture and approved by Vegiesafe and Pimi. The budget shall include such items as EPA
          approval, flights, accommodations, legal/accounting and first Potato treatments tests, etc. The above sum will be provided on
          an as required basis according to a working quarterly budget prepared by NewCo or Pimi and as shall be determined by the
          board of directors of the Joint Venture in accordance with section 5.2 above. Vegiesafe will deposit $40,000 with Pimi on or
          before January 26, 2009 which will be an advanced of the above amount out of which the sum of $12,400 which Pimi has
          already expended will be reimbursed to Pimi. Once this amount has been used Vegiesafe will deposit additional amount of
          $40,000 and so forth. Decision as to costs and expenses relating to the expending the above investment will be taken by mutual
          consent.

      9.2 The Joint Venture will open a bank account when practical. Signature rights in the Joint Venture bank account will be as
          decided by the Joint Venture Board of Directors.

      9.3 Any additional investment in excess of the $250,000 set forth in section 9.1 above shall be contributed by the parties to the
          Joint Venture upon the mutual consent of the parties taking into account the Joint Venture's business and needs and will be paid
          to the Joint Venture as follows: 70% to be paid by Pimi and 30% to be paid by Vegiesafe.

      9.4 Breach by Vegiesafe of its obligation to invest under section 9.1 above, will be considered a fundamental breach of this LOI
          and/or the JV Agreement and will enable Pimi or NC to terminate the JV Agreement or this LOI by an advance written notice
          to Vegiesafe of its default under which it will provide Vegiesafe with a period of 15 days from the date of receipt of Pimi or
          NC‟s notice to cure its default of payment of any of the installments payable under section 9.1. In case of termination in the
          above circumstance Vegiesafe will not be entitled to receive any compensation or the consideration under section 11.4 herein
          under.

      9.5 A breach by Vegiesafe of its obligations to invest in the Joint Venture under section 9.1 above shall not affect EB‟s rights with
          respect to EB‟s investment in Pimi under Section 10.

10. Vegiesafe investment in Pimi

    10.1 EB, an affiliate of Vegiesafe will invest directly in Pimi Agro CleanTech Ltd $300,000 at a valuation of $8M pre-money (" EB
         Investment ") for 226,642 Ordinary Shares of 0.01 NIS each representing 3.61% of the issued capital of Pimi at the time of
         investment. The investment will be paid to Pimi in tranches as follows: first tranche of $60K will be paid on the 15 th of March
         2009. The balance of $240,000 will be paid in four installments as follows: $60,000 on the 15 th June, 2009, $90,000 on 15 th of
         September, 2009 and $90,000 on the 15 th of January 2010. EB will receive the allocated shares pro rata to the EB Investment
         against each payment of the EB Investment. Attached to this LOI as Exhibit D is the Term Sheet for EB investment in Pimi.

    10.2 In the event Pimi raises funds from a VC, or from an institutional investor ("The Outside Investment"), or will issue shares in
         an IPO, for a valuation which is higher than $8Million then EB will have the option to pay the balance of the EB Investment
         prior to the funding of the Outside Investment. If EB, in its sole discretion elects not to pay the balance of the EB Investment at
         such time, it will then lose its right to pay the balance of the EB Investment and will not receive the balance of the shares, and
         will be left only with those shares that have been already allocated under paragraph 10.1 above.

    10.3 In case that prior to the first payment of the Investment by EB, there will be a conversion of the shares of Pimi to shares in a
         US company, as a part of the plan to register the shares of the US company on the NASDAQ OTC/BB, then instead of shares
         in Pimi, EB will receive shares in the US company at the same rate of conversion which applies to all other holders of the
         Ordinary Shares 0.01 NIS each of Pimi.
4
    10.4 Breach by EB of its obligation to invest in Pimi under section 10.1 above, will be considered a fundamental breach of this LOI
         and/or the JV Agreement by Vegiesafe and will enable Pimi or NC to terminate the JV Agreement or this LOI by an advance
         written notice to Vegiesafe of its default and providing Vegiesafe with a period of 15 days from the date of receipt of Pimi or
         NC‟s notice to cure its default of payment of any of the installments payable under section 10.1. In case of termination in the
         above circumstance Vegiesafe will not be entitled to receive any compensation or the consideration under section 11.4 herein
         under.

11. Termination of the LOI or the Joint Venture

    11.1 Either Party shall have the right to terminate this LOI and/or the Joint Venture and the JV Agreement if the Trigger Event, as
         that term is defined in Section 3.1, does not occur by December 31, 2009. Notice of the exercise of the right to terminate this
         LOI and/or the Joint Venture and the JV Agreement shall be sent to the other party as provided in Section 17 within 60 days
         after December 31, 2009. In the event of a termination as provided in this Section 11.1, Vegiesafe acknowledges that its
         investment made in the Joint Venture will not be returned, except for its investment which was used for acquiring the EPA
         approval for registration of the Technology in the US including without limitation the expenses set forth in Exhibit E including
         expenses added to the EPA registration budget after the date hereof and such additional direct expenses associated with EPA
         registration if actually incurred.

    11.2 Pimi and/or NC shall have the right but not the obligation to terminate the exclusivity of the Joint Venture, if the milestones set
         forth in Exhibit C (“Milestones”) are not achieved. If, however, good faith negotiations with Retailers or Distributors, that are,
         in both parties good faith determination, reasonably expected to achieve the Milestones are ongoing at the time of any
         Milestone deadline, the parties will discuss the potential of such negotiations and give consideration to such negotiations prior
         to terminating the exclusivity of the Joint Venture for failure to achieve a Milestone.

    11.3 Upon termination of the Joint Venture the Technology and EPA approval and any other license or consent, will remain the
         sole property of Pimi and/ or NC.

    11.4 Upon termination of the Joint Venture NC or Pimi , if NC has not been formed will continue to pay Vegiesafe its share of
         revenue from the sales as agreed under the JV Agreement as long as Vegiesafe continues to provide services required under
         any agreement to which it is a party.

    11.5 Upon termination of the Joint Venture, all rights in and to EB's Galapagos brand and such customized trademark, other than
         the actual Licensed Mark used in conjunction with the Products, will belong exclusively to EB . Pimi and/or NC shall own all
         right, title and interest in and to the underlying Technology, IP, and to the under-lying artwork in the brand collateral produced
         by the Joint Venture, including but not limited to, any Product specifications, copyrights, names, seals, logos and art-work
         developed in connection therewith, Pimi agrees it will not use, either during or after the term of this LOI or the JV Agreement,
         any intellectual property, including but not limited to artwork and designs, created by Vegiesafe using or connected to the
         Technology or Licensed Mark for any purpose outside the scope of this LOI or the Joint Venture without the prior written
         consent of Vegiesafe upon such terms as are agreeable to Vegiesafe .

12. Confidentiality and non Compete

    12.1 The parties will keep their relationship confidential unless mutually pre-agreed in writing or required under any court order and
         or law or regulations of the USA or Israel.

    12.2 Any information disclosed by one Party to the other under this LOI or in connection with the Joint Venture will be kept
         confidential and will be used only for the mutual benefit of the Parties in furtherance of the purpose of the Joint Venture.

    12.3 Vegiesafe will not be involved in any other solution for fruit and vegetables that directly competes with the Technology for
         five (5) years after termination of this LOI or the Joint Venture.

    12.4 During the term of this LOI and the JV Agreement, neither party shall engage in any independent business enterprise in the US
         without the other in connection with any business enterprise that sells, promotes or markets products that are competitive with
         the Technology. Notwithstanding anything to the contrary set forth above, nothing contained herein shall preclude Vegiesafe
         from entering into a business relation-ship with Vego LLC which is extending shelf life for processed fruit and
         vegetables. Vegiesafe shall be permitted to enter into any business relationship with Vego LLC even if the subject matter of
         such business competes with the Technology or other Pimi Products subject to Vego LLC not using the Technology.

    12.5 The Parties agrees not to solicit the other Party's employees to work directly or indirectly for them or hire any former
          employees of the other Party for a period of three (3) years after the former employee's employment terminated.

     12.6 The provisions of this Section 12 shall survive the termination of this LOI .

13. Sale of Brand or Pimi.

   The Joint Venture Agreement will provide the in case of sale of the JV or the JV operations relating to fruit and vegetables by NC or
   Pimi, PIMI’s share will be 70% and Vegiesafe’s share will be 30% of the consideration of such sale, provided the Trigger Event has
   occurred. The above entitlement is only in case that Vegiesafe has not received consideration for its part in the JV directly which is
   intended to represent 30% of the total consideration for such sale.


                                                                  5
14. Goodwill.

     14.1 The Parties acknowledge that any intellectual property, including but not limited to artwork and designs, created by
          Vegiesafe using or connected to the Technology or Licensed Mark is created for the mutual benefit and profit of the Joint
          Venture. Vegiesafe retains the perpetual right to use, solely as an historical example of its advertising, any advertising and
          promotional materials produced by or for Pimi or the Joint Venture hereunder which incorporate the Licensed Mark, provided
          that such use will be exclusively for award consideration and non-commercial internal and port-folio purposes.

     14.2 Pimi acknowledges that the Galapagos brand is solely the property of EB. Pimi shall not, at any time, regardless of the
          duration of this LOI , dispute or contest, directly or indirectly, EB's ownership of the Galapagos brand. Pimi recognizes the
          value of the goodwill associated with the Galapagos brand and agrees that all rights in the Galapagos Brand and goodwill
          associated with it, including all goodwill generated by use of the Galapagos brand in connection with the sale of the
          Technology belong to EB. Pimi acknowledges that any intellectual property created by EB using the Galapagos brand is
          created for the exclusive benefit and profit of EB. Pimi agrees it will not use, either during or after the term of this LOI or the
          JV Agreement, for any purpose, any intellectual property, including but not limited to artwork and designs, created by
          Vegiesafe using or connected to the Galapagos brand.

15. Arbitration

 Parties agree that any controversy or claim arising out of or relating to this LOI , the Joint Venture or the JV Agreement or any breach
 or alleged breach of the provi-sions of this LOI or the JV Agreement, shall be settled by arbitration submitted to the American
 Arbitration Association, to be conducted, in New York City, New York, and judgment upon the award rendered may be entered in any
 court having jurisdiction thereof. The arbitration shall be conducted in accordance with the then current commercial rules of the
 American Arbitration Association.

  In the event of the actual or threatened breach of this LOI or the JV Agreement, the non-breaching Party shall be entitled to a
  preliminary restraining order or injunction restraining the breaching Party from violating its provisions. Nothing contained in this LOI
  or the JV Agreement shall be construed to prohibit the non-breaching Party from pursuing any other available remedies for such breach
  or threatened breach, including the recovery of damages. Any recourse by a Party to a court for interim or provisional relief shall not be
  deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate.

16. Reports and transparency

    NC, Vegiesafe and Pimi will report to each other on any meeting, and/or connection and/or relations with Retailer or Distributor as
    well as potential Retailer or Distributor, as well as any technical data or trials made in the US or Canada or Mexico, and any other
    territory.

17. Joint Venture/Joint Venture Agreement

     17.1 The parties will instruct their lawyers to work on a JV Agreement which will incorporate and reflect the terms and conditions
          of this LOI.

     17.2 The parties will use their best commercial efforts to complete and sign the JV Agreement by no later than February 15, 2009. If
          the JV Agreement is not signed by January 15, 2009 this LOI shall be the JV Agreement.

18. Notices

 All notices and other communications pursuant to this LOI shall be sent by telefax with confirmation or by overnight courier service to
 the other Party at the address stated above. Each Party's address may be changed by notice to the other party in accor-dance with this
 Paragraph.

  Any and all notices sent to Vegiesafe shall also require that a copy be sent to Kamerman & Soniker P.C., 470 Park Avenue South, 12th
  Floor South, New York, New York 10016 fax 212-400-4935. Any and all notices sent to Pimi shall also require that a copy be sent to
  Advocate Eitan Shmueli, Sadot & Co Law offices of 12 Abba Hillel St. Ramat-Gan, Israel fax 972-3-6122377 . In the event of
  delivery by overnight courier, the date of delivery is deemed to be the next business day (two business days for international delivery)
  after deposit to the overnight courier. In the event of delivery by confirmed telefax, the date of delivery is deemed to be the date of
  transmission if transmission occurs before 4:00 PM at the location of receipt of the notice, otherwise the next business day.

19. Execution/Counterparts.
This LOI (or any subsequent amendment or addendum thereto) may be executed in counterparts by the Parties with each such
counterpart then being considered one and the same and all of which shall constitute one and the same agreement. A signed e-mail or
telefaxed copy of this LOI (or any subsequent amendment or adden-dum thereto) shall have the same force and effect as an original
signed copy of this LOI .




                                                            6
        In witness whereof the Parties have signed this LOI on the 20 th of January 2009.

        /s/ JD                                        /s/ Eitan Shmueli
        Vegiesafe LLC.                               Pimi Agro Cleantech
        Jack Deweck                                  Eitan Shmueli ADV
          1/22/09                                      Alon Carmel, Chairman

                                                                EB's consent

We the undersigned Earthbound LLC agree to terms of this LOI and to be bound by the terms of section 10 above. We also agree to grant the
JV and/or Pimi and/or the NC the right to use our brand name "Galapagos" pursuant to the terms of this LOI and for the purposes of the JV, as
long as the JV or the partnership under it will be in force, free of any charge and without any consideration to us.

Earthbound LLC

By : ___________________________________

Signature: _______________________________

Date: __________________________________

Exhibit A ________________________________

                                                       Patents and Patent Applications

         COUNTRY                              Patent Register No.                           Application No.                Status
           U.S.A                            6,797,302;    6,946,155;                                                       Granted
                                                   7,147,872
            Canada                                                                             2,338,718                   Pending




                                                                       7
                                                                 Exhibit B

                                          Milestones for other fruits and vegetables to be added

    The Joint Venture has achieved sale target of 300,000 tons potatoes using the Technology.

Vision:

Vegetables: Cabbage, Onions, Mushrooms, Sweet Potatoes, carrots, Broccoli cauliflower.

Fruits: Citrus, Apples , Pear, Peach.

Priority will be decided according to market information and demand as well as product development.


                                                                     8
                                                            Exhibit C

                                              Milestones to maintain exclusivity:

1. Trigger Event until December 31, 2009.

2. Entering a CIPC free branding program with 2 Retailers or Distributors before crop season started Sep 2010.

3. Treatment of 150,000 tons of potatoes in season which starts on Sep. 2011.

4. Treatment done to 350,000 tons of potatoes in season starts on Sep. 2012.




                                                                9
    Exihibit D

Term Sheet and POA




        10
Exhibit 10.22

                                               Term Sheet

                          For the purchase of Ordinary Shares in Pimi Agro CleanTech Ltd.



Issuer                              Pimi Agro CleanTech Ltd ., an Israeli private company no. 51-349712-3 (" Company "),
                                    active in the field of Agro Clean technology for pre and post harvest treatment, extension of
                                    shelf life of fruits and vegetables and for treatment of seeds against diseases.


Securities to be Issued             226,642 Ordinary Shares of 0.01 NIS nominal value each representing, after such issuance,
                                    3.614% of the issued and outstanding share capital of the Company at the date of this Term
                                    Sheet, representing a pre money valuation of $ 8 Million to the Company ($1.325 per one
                                    share of 0.01 NIS).


Current Capitalization              The current capitalization of Company on a fully diluted and as converted basis, including all
                                    options and securities convertible into shares, is as set forth in Exhibit A hereto.


Investor                            Earthbound LLC a Limited Liability Company registered in Delaware whose address is 126
                                    Fifth Avenue 4th Floor New York, NY 10011-5629 USA.

Investment Amount                   A total sum of $ 300,000 (three hundred thousand US Dollar) (" Investment "). The
                                    investment will be paid to Pimi in tranches as follows: first tranche of $60K will be paid on
                                    the 15 th of March 2009. The balance of $240,000 will be paid will be paid in four
                                    installments as follows: $60,000 on the 15th June, 2009, $90,000 on 15th of September, 2009
                                    and $90,000 on the 15th of January 2010.The Investor will receive the allocated shares pro
                                    rata to the Investment against each installment of the Investment.

                                    In the event Pimi raises funds from a Venture Capital, or from Institutional Investor/s (" The
                                    Outside Investment "), or will issue shares in an IPO, for a valuation which is higher than $8
                                    Million then the Investor will have the option to pay the balance of the Investment prior to
                                    the funding of the Outside Investment. If the Investor , in its sole discretion elects not to pay
                                    the balance of the Investment at such time, it will then lose its right to pay the balance of the
                                    Investment and will not receive the balance of the shares, and will be left only with those
                                    shares that have been already allocated.

Anti Dilution Rights                The Investor shall have full ratchet anti dilution rights in case of any investment which is
                                    based on a pre money valuation of the Company, which is less than $ 8 Millions within 24
                                    months from the date of execution hereof, except for in case of rights issue to all of the
                                    Company shareholders and exchange of shares for shares in a public company whose shares
                                    are registered on the NASDAQ OTC B/B, and/or exercise of current options or ESOP.

Lock Up                             The Investor agrees to be bound by the terms of a Lock Up Agreement or under Rule 144
                                    Lock Up Regulation, as all other shareholders of the Company which will enable investment
                                    for registration of the Company shares on the NASDAQ OTC B/B or a swap of the
                                    Company's shares for shares in a shell company registered or which shall be registered on the
                                    NASDAQ OTC B/B (" The Shell Company "). This obligation shall prevail on shares of the
                                    Company, or shares of the Shell Company held by the Investor.

Exchange of shares                  The Investor agrees that in case of swap of the Company's shares for a Shell Company shares
                                    registered on the NASDAQ or which will be registered on the NASDAQ OTC B/B he will
                                    exchange his shares for shares of the Shell Company, subject to pre ruling for the tax
                                    consequences of such swap. The Investor agrees to abide to the pre ruling terms and
                                    conditions. This obligation shall prevail on shares of the Company or shares of the Shell
                                    Company held by the Investor. The Investor agrees that if prior to the first payment of the
                                            investment the Company Ordinary Shares will be converted to the shares of the Shell
                                            Company then instead of Ordinary Shares in the Company the Investor will receive shares in
                                            the Shell Company at the rate of conversion which applies to the other holders of the
                                            Ordinary Shares of the Company.

Employees Share Option plan                 The Company has adopted a reasonable Employee Shares Option Plan for 2008, and will be
                                            entitled to adopt another ESOP for 2009, or 2010.

Confidentiality                             Company and the Investor shall keep this Term Sheet, any related correspondence and all due
                                            diligence materials in strict confidence, and shall not issue any public statement or press
                                            release concerning this transaction without the other party‟s prior written approval of the
                                            substance and form of any such statement or release, except as registered under the relevant
                                            law or regulations.

Power of attorney                           The Investor will grant Eitan Shmueli, Advocate, or any other lawyer of Sadot Law Offices, a
                                            power of attorney to vote the Investor's shares in the general meetings of the shareholders of
                                            the Company and for the transfer of the shares for shares in a Shell Company registered on
                                            the NASDAQ OTC B/B, or which will be registered on the NASDAQ OTC B/B.

Representations and Warranties              The Company makes no representations or warranties to the Investor, and the Investor
                                            acknowledges that he is purchasing the Company shares on an AS IS basis and waives any
                                            future claim or demand in this respect.

Co   Sale                                   Prior to the registration of the Company shares on the NASDAQ OTC B/B or a swap of the
                                            Company's shares for shares in a Shell Company registered on the NASDAQ OTC B/B, or
                                            which will be registered on the NASDAQ OTC B/B. The current shareholders of the
                                            Company shall have a right to participate pro-rata in transfer or sale of shares that the Investor
                                            may wish to execute.

Right of First Refusal                      Prior to the registration of the Company shares on the NASDAQ OTC B/B or a swap of the
                                            Company's shares for shares in a Shell Company registered on the NASDAQ OTC B/B, or
                                            which will be registered on the NASDAQ OTC B/B. The current shareholders of the
                                            Company shall have the right of first refusal to purchase any shares of the Company offered
                                            for sale by the Investor to any person or entity, subject to standard exceptions for transfer to
                                            affiliates and family members.

Bring Along                                 In the event that a third party shall offer to purchase the outstanding shares of the Company
                                            and the holders of at least 51% of the then-outstanding shares of the Company (on an
                                            as-converted basis) accept such offer, then the remaining shareholders, including the Investor
                                            shall be required to accept such offer and sell all of their shares to the offeror on the same
                                            terms and conditions as the other shareholders.

IN WITNESS THEREOF the parties have signed this Term Sheet as of 20 th January 2009

Eitan Shmueli                          /S/ JD
The Company                           The Investor
By: Eitan Shmueli                     By: Jack Dweck
Title: Director                       Title: Co-Chairman
                                                               Exhibit A

                                                            Cap Table of Pimi Agro
                                                                Cleantech Ltd.

                                                              3.3.2009

Holder                                                   Ordinary Shares              Preferred Shares   Holding
Alon Carmel                                              2,273,000                    164,697            38.91%
Nir Ecology Ltd. (i)                                     1,440,100                                       22.99%
Omdan Consulting and Instruction Ltd.                    808,654                      8,708              13.05%
eNitiatives – New Business Architects Ltd.               55,073                       591                0.89%
Erez Ravina                                              139,719                                         2.23%
Ahiam Lifshitz                                           76,922                                          1.23%
Shorer International Ltd                                 19,215                                          0.31%
Yechiel Katz                                             55,508                                          0.89%
Michael Gildengorin                                      70,139                                          1.12%
Efi nave                                                 36,213                                          0.58%
Dany Birger                                              43,518                                          0.69%
Asaf David Margalit                                      14,423                                          0.23%
Lior Yaron                                               146,965                                         2.35%
Shai Scharfstein                                         28,527                                          0.46%
Shai Sapir Investments Ltd.                              206,820                                         3.30%
Galit Szolomowicz                                        28,528                                          0.46%
Jacques Beraru                                           1,371                                           0.02%
Shay Zilberman                                           354                                             0.01%
Zeev Vider                                               161                                             0.00%
Arieh Zinger Zamir                                       384                                             0.01%
Moshe Mazor                                              7,132                                           0.11%
Hagai Halevy                                             6,855                                           0.11%
Reuven Radu Guttmann                                     1,371                                           0.02%
Alon Galanti                                             2,641                                           0.04%
Ephraim David                                            383                                             0.01%
Dan Geiger                                               1,370                                           0.02%
Dalya Zelikovich                                         10,958                                          0.17%
Shiran Zelikovich                                        2,740                                           0.04%
Meir Avraham Duke                                        273,972                                         4.37%
B.M.O. Lavi Investments and Holdings 2008 Ltd.           140,351                                         2.24%
Oded Feigin                                              66,667                                          1.06%
Oran Agranat                                             100,000                                         1.60%
Faina Kronenberg                                         7,536                                           0.12%
William Yarmuth                                          18,863                                          0.30%
Edward Britt Brockman                                    3,773                                           0.06%
Amos Hacmun                                              1                                               0.00%
Total                                                    6,090,207                    173,996            100.00%

(i) Held by Ash-Dor Assets Management and Trusts Ltd. in trust for Nir Ecology Ltd.


                                                                     2
Exhibit 10.23

REF: F:/Sadot/Carmel_Omdan_Nir/SM/25/02/2009
[TRANSLATED FROM THE HEBREW]


                                                            AGREEMENT

                                                Made and signed this 24th day of February 2009


BETWEEN:         ALON CARMEL, ID 53408639

                       of 8383 Wilshire Boulevard, Suite 800, Beverly Hills, CA 90211

                       (hereinafter referred to as “Carmel” )

                                                                                                                           of the first part

AND:            OMDAN CONSULTING AND INSTRUCTION LTD. Company No. 511468316

                       of 44 Nachal Amud Street, Ramat Hasharon 47204

                       (hereinafter referred to as “Omdan” )

                                                                                                                        of the second part

AND:            NIR ECOLOGY LTD, Company No. 511415382

                       of 17 Maaleh Avshalom Street, Kiriat Tivon 36094

                       By the Trustee, Ash-Dor Assets Management and Trusts Ltd., Company No. 511620163

                       (hereinafter referred to as “Nir Ecology” )

                                                                                                                          of the third part


WHEREAS                                  Carmel is the owner and holder of 2,272,800 ordinary shares of NIS 0.01 n.v. each (hereinafter
                                         referred to as “ordinary shares” ), 164,697 preferred shares of NIS 0.01 n.v. each (hereinafter
                                         referred to as “preferred shares” ) and two management shares of NIS 1 n.v. each (hereinafter
                                         referred to as “management shares” ), all of the company Pimi Agro Cleantech Ltd, Company
                                         No. 513497123 (hereinafter referred to as “the company” );

AND WHEREAS                              Omdan is the owner and holder of 808,554 ordinary shares of NIS 0.01 n.v. each, 8,708 preferred
                                         shares of NIS 0.01 n.v. each and one management share of NIS 1 n.v., all of the company;

AND WHEREAS                              Nir Ecology is the holder, by Ash-Dor Assets Management and Trusts Ltd., as trustee, of
                                         1,440,000 ordinary shares of NIS 0.01 n.v. each and one management share of NIS 1 n.v., all of
                                         the company;

AND WHEREAS                              the management shares carry voting rights in the company, while the ordinary shares and
                                         preferred shares do not carry any voting rights in the company;

AND WHEREAS                              the company allotted one deciding share of NIS 0.01 n.v. to Adv. Amos Hachmon, which vests
                                         him with the right to participate in meetings of the company‟s shareholders and/or board of
                                         directors, at the request of a shareholder or director, as the case may be, and in the case of a
                                         deadlock only, Adv. Hachmon shall decide the disputes (hereinafter referred to as “the deciding
                                         share” );

AND WHEREAS                              the company intends issuing its shares on NASDAQ OTC B/B (hereinafter referred to as “the
                                         issue” ) or transferring them to a company registered in the United States, whose shares shall be
                                         listed for trade on NASDAQ OTC B/B;
AND WHEREAS   for the purposes of the issue, the parties wish to alter the company‟s capital structure, such that the
              ordinary shares and the preferred shares shall carry voting rights, each ordinary share of NIS 0.01
              n.v. vesting one vote, each preferred share of NIS 0.01 n.v. vesting one vote, and the management
              shares and deciding share being converted into ordinary shares of NIS 0.01 n.v. each;

AND WHEREAS   the parties intend convening a special general meeting, the agenda of which shall include a change
              in the company‟s capital structure as described above and below;


                                         1
                       ACCORDINGLY, IT IS AGREED BETWEEN THE PARTIES AS FOLLOWS :

1.   The parties shall act to convene a special general meeting of the holders of the company‟s management shares, the agenda of which
     shall include the following matters:

     1.1        a change in the rights attached to the ordinary shares, such that they shall carry a voting right in the company, each
                ordinary share of NIS 0.01 n.v. vesting the holder thereof with the right to be invited to the general meetings of the
                company‟s shareholders and to one vote thereat;

     1.2        a change in the rights attached to the preferred shares, such that they shall carry a voting right in the company, each
                preferred share of NIS 0.01 n.v. vesting the holder thereof with the right to be invited to the general meetings of the
                company‟s shareholders and to one vote thereat;

     1.3        the consolidation of all the management shares in the company‟s authorized, issued and paid up capital, and their
                re-division into 400 management shares of NIS 0.01 n.v. each;

     1.4        a change in the rights attached to the management shares in the company‟s authorized, issued and paid up capital, such
                that the rights attached to the management shares shall be identical to the rights attached to the company‟s ordinary shares
                after implementation of the provisions of clause 1.1 above;

     1.5        the conversion of the deciding share in the company‟s authorized, issued and paid up capital into one ordinary share of
                NIS 0.01 n.v.

2.   The parties undertake to vote at the special general meeting in favour of the proposed resolutions as worded in appendix “A” hereto.

3.   On implementation of the change in the company‟s capital structure, the parties undertake to vote in respect of all the shares held by
     them as described below:

     3.1        Omdan and Nir Ecology undertake to vote in respect of the ordinary shares and preferred shares held by them in favour of
                a proposed resolution pursuant whereto two directors nominated by Carmel will be appointed.

     3.2        Nir Ecology and Carmel undertake to vote in respect of the ordinary shares and preferred shares held by them in favour of
                a proposed resolution pursuant whereto one director nominated by Omdan will be appointed.

     3.3        Omdan and Carmel undertake to vote in respect of the ordinary shares and preferred shares held by them in favour of a
                proposed resolution pursuant whereto one director nominated by Nir Ecology shall be appointed.

     3.4        If any of the parties‟ shareholdings in the company fall below 7.5%, the other parties shall not be liable to vote for the
                director nominated by him to the company‟s board of directors. If Carmel‟s shareholdings fall below 15%, Omdan and Nir
                Ecology shall not be liable to vote, in respect of the ordinary shares and preferred shares held by them, in favour of a
                proposed resolution pursuant whereto two directors nominated by Carmel will be appointed, and so long as Carmel holds
                more than 7.5% of the company‟s capital, they shall remain liable to vote for one director nominated by Carmel.

     3.5        The aforesaid is based on the assumption that the company‟s board of directors shall consist of four directors appointed by
                the parties. In the event that the number of directors appointed by the parties is greater than four, the parties shall act so
                that each time an even number of additional directors is appointed, such that if the parties appoint six directors, the fifth
                director shall be appointed from amongst Carmel‟s nominees, and Omdan and Nir Ecology undertake to vote for him and
                the sixth director shall be appointed from amongst Nir Ecology‟s nominees, and Carmel and Omdan undertake to vote for
                him. If the parties appoint eight directors, the seventh director shall be appointed from amongst Carmel‟s nominees, and
                Omdan and Nir Ecology shall vote for him, and the eighth director shall be appointed from amongst Omdan‟s nominees,
                and Nir Ecology and Carmel shall vote for him.

     3.6        The parties agree that in the event that they are unable to unanimously agree on the identity of a nominated outsider
                director, they shall vote against at any meeting at which the appointment of an outsider director is put to the vote.

4.   The parties undertake that in the event of a transfer of shares to a third party, which is a related company of any of the parties and/or a
     relative of the parties hereto, as such expression is defined in the Securities Law, 5728-1968, the third party shall assume the
     transferor‟s obligations pursuant hereto. “Related company” for the purposes of this clause means a company in which any of the
     parties directly and/or indirectly holds at least 25% of its capital.
5.   If by reason of the issue and for the purposes of its implementation, the parties transfer their shares to a company to be registered in
     the United States (hereinafter referred to as “the American company” ), and instead of their shares they receive shares in the
     American company, the parties undertake that the provisions of this agreement shall apply to their shareholdings in the American
     company. If the issue does not take place within 12 months of the date of signing of this Agreement, the parties shall act in order to
     return the company‟s capital structure to its structure prior to the date of the signing of this Agreement.


                                                                   2
6.        It is agreed that the arrangements between the parties inter se or between any of the parties and the company pursuant to the
          shareholders‟ agreement of 13th November 2005 and the amendment thereto of 15th November 2006 as shareholders of the company
          shall apply mutatis mutandis to the parties as shareholders of the American company.

7.        Adv. Amos Hachmon, as arbitrator, shall decide any differences of opinion and disputes arising between the parties, or any of them,
          in connection with the interpretation or performance of this agreement. Omdan and Nir Ecology acknowledge that Adv. Hachmon
          serves as Carmel‟s attorney and that they shall be precluded from raising any plea or request for the removal of Adv. Hachmon from
          his position as arbitrator on the grounds that he is Carmel‟s attorney. If Adv. Hachmon refuses or not deem fit to serve as arbitrator,
          he shall appoint an arbitrator for the parties.

          The parties agree that this clause constitutes an arbitration agreement for all intents and purposes.


                                                            As witness the hands of the parties:



           /s/ Nir Ecology Ltd                               /s/ Omdan Consulting and Instruction                          /s/ Alon Carmel
                                                                           Ltd
             Nir Ecology Ltd                                 Omdan Consulting and Instruction Ltd                           Alon Carmel



          We agree to the above provisions of this agreement and undertake to act pursuant thereto until the transfer to Nir Ecology of the
          shares held by us on trust for Nir Ecology


/s/ Ash-Dor Assets Management and Trusts Ltd.
Ash-Dor Assets Management and Trusts Ltd.


I certify the aforesaid:

                                                                          3
/s/ Adv. Amos Hachmon
Adv. Amos Hachmon



I certify that I have irrevocable powers of attorney from the company‟s other shareholders who are not parties to this agreement, save for
eNitiatives – New Business Architects Ltd., allowing me to vote in their stead at meetings of the company‟s shareholders. I certify that I shall
use the aforesaid powers of attorney for the purpose of voting at meetings of the company‟s shareholders after prior arrangement with Alon
Carmel, and with his consent.



/s/ Eitan Shmueli, Adv.
Eitan Shmueli, Adv.



The shareholders listed in appendix “B” hereto confirm their consent to the provisions of clause 5 of the agreement and that the provisions of
this clause shall also apply to them, through the signature of their attorney, Adv. Eitan Shmueli.



/s/ Eitan Shmueli, Adv.
Eitan Shmueli, Adv.



                                                                       4
                                                          PIMI AGRO CLEANTECH LTD.
                                                       Alonim, Hutzot Alonim, POB 117, 30049
                                                                   PC 513497123




           Minutes of resolution in writing of the general meeting of the Company’s shareholders held on February 24, 2009

        On the agenda :

To amend the registered, issued and contributed share capital of the Company, and to amend the Article of Association of the Company with
regard to its registered, issued and paid up share capital of the Company as follows:

     1. Amendment to the rights attached to the Ordinary shares, in the way that the Ordinary shares shall entitled its holder also voting
        rights.

     2. Amendment to the rights attached to the Preferred shares, in the way that the Preferred shares shall entitle its holder also voting rights.

     3. Unification of all the Management shares of the registered, issued and contributed share capital of the Company, and re division into
        400 Management Shares of 0.01 NIS N.V. each.

     4. Alteration the rights attached to the Management shares, of the registered, issued and contributed share capital of the Company, in the
        way that the rights attached to the Management shares shall be equal to the rights attached to the Ordinary shares of the Company,
        after execution of the resolution of article No. 1 hereunder.

     5. Conversion the Decision Share, of the registered, issued and paid up share capital of the Company, into one Ordinary share of 0.01
        NIS N.V.

        It was resolved as follows :

To amend the registered, issued and contributed share capital of the Company, and to change the Article of Association of the Company with
regard to its registered, issued and paid up share capital of the Company as follows:

     1. To amend the rights attached to the Ordinary shares, in the way that the Ordinary shares shall entitle its holders with the following
        rights:

        Voting right in the Company, by which each Ordinary share of 0.01 NIS N.V. each shall entitle its holder the right to be invited to the
        general meeting of the Company‟s shareholders, whether to the ordinary meeting or special meeting, and to vote in the way that each
        Ordinary share will entitle its holder to one vote in the vote counting of the general meeting of the Company; The right to participate
        in the Company‟s dividend division and the division of its surplus assets upon winding up, pro rata to the nominal value of the shares
        held by the shareholders, subject to the priority in dividend division upon winding up, which exist to the holders of the Preferred
        shares, and after refund of their investments.


                                                                        5
     2. To amend the rights attached to the Preferred Shares, in the way that the Preferred shares shall vest its holders the following rights:

        Voting right in the Company, in which each Preferred Share of 0.01 NIS N.V. each shall entitle its holder the right to be invited to the
        general meeting of the Company‟s shareholders, whether to the ordinary meeting or special meeting, and to vote in the way that each
        Preferred share will entitle its holder to one vote in the vote counting of the general meeting of the Company; The right to participate
        in the Company‟s dividend division and the division of its surplus assets when winding up, pro rata to the nominal value of the shares
        held by the shareholders; In addition, the holder of the Preferred shares shall have the proffered right when division of Company's
        assets and/or dividends, in case of winding up of the Company or liquidation of its business, this until each preferred shareholder shall
        received his full investment in the Company (including investment in share capital and/or investment in share capital of its subsidiary),
        dividends shall not be paid in winding up to the Ordinary shareholders of the Company. The refund of the investment to the Preferred
        shareholders shall be executed, pro rata to the investment of the Preferred shareholders of the capital of the Company (including
        investment in Ordinary share capital and/or investment in Ordinary share capital of its subsidiary).

     3. Unification of all the Management shares of the registered, issued and paid up share capital of the Company, and re division into 400
        Management Shares of 0.01 NIS N.V. each.

     4. To amend the rights attached of the Management shares, of the registered, issued and paid up share capital of the Company, in the
        way that the attached rights to the Management Shares shall be equal to the rights attached to the Ordinary Shares of the Company,
        after execution of the resolution of article No. 1 hereunder.

     5. To convert the Decision Share, of the registered, issued and paid up share capital of the Company, into one Ordinary share of 0.01
        NIS N.V.

Ash-dor Assets Management and Trusts Ltd.                Omdan Consulting and Guidance Ltd.                            Alon Carmel




                                                                        6
                                                      EXHIBIT B

1    Erez Ravina
2    Ahiam Lifshitz
3    Shorer International Ltd
4    Yechiel Katz
5    Michael Gildengorin
6    Efi nave
7    Dany Birger
8    Asaf David Margalit
9    Lior Yaron
10   Shai Scharfstein
11   Shai Sapir Investments Ltd.
12   Galit Szolomowicz
13   Jacques Beraru
14   Shay Zilberman
15   Zeev Vider
16   Arieh Zinger Zamir
17   Moshe Mazor
18   Hagai Halevy
19   Reuven Radu Guttmann
20   Alon Galanti
21   Ephraim David
22   Dalya Zelikovich
23   Shiran Zelikovich
24   Dan Geiger
25   Meir Avraham Duke
26   Oded Feigin
27   Oran Agranat
28   B.M.O. Lavi Investments and Holdings 2008 Ltd.
29   Faina Kronenberg
30   EarthBound LLC
31   Edward Britt Brockman
32   William Yarmuth
Exhibit 10.24
[TRANSLATED FROM THE HEBREW]



                                      ADDENDUM TO AGREEMENT

                                         Made this 24 day of April 2009


BETWEEN:            Alon Carmel, ID No. 53408639

of 269 South Beverly Drive #1091, Beverly Hills, CA. 90212
(hereinafter referred to as “Carmel”)

                                                                                                       of the first part

AND:               Omdan Counselling & Training Ltd
 Private company no. 511468316

of 44 Nahal Amud Street, Ramat Hasharon 47204
(hereinafter referred to as “Omdan”)

                                                                                                    of the second part

AND:               Nir Ecology Ltd
 Private company no. 511415382

of 17 Maaleh Avshalom Street, Kiryat Tivon 36094
(hereinafter referred to as “Nir Ecology”)

                                                                                                      of the third part


WHEREAS                    on 24th February 2009 a voting agreement was made between the parties as the
                           shareholders of Pimi Agro Cleantech Ltd, private company no. 513497123 (hereinafter
                           respectively referred to as “the voting agreement” and “the Company”);

AND WHEREAS                pursuant to the voting agreement it was provided that for the purposes of listing their
                           shares for trade and issuing shares to pension funds in the USA (hereinafter referred to as
                           “ the Issue ”), the parties would transfer their shares in the Company to a company to be
                           registered in the USA on and against shares in the American Company with the same
                           rights and in the same quantities as the shares in the Company held by the parties;

AND WHEREAS                the American Company was established on 1st April 2009 in Delaware under the name
                           Pimi Agro Cleantech Inc. (hereinafter referred to as “ Pimi Inc .”);

AND WHEREAS                it has become apparent to the parties that pursuant to section 104H of the Income Tax
                           Ordinance and the pre-ruling pursuant thereto, Pimi Inc. must have a single class of
                           shares after the parties‟ shares have been transferred to it;

AND WHEREAS                further to the said information, the parties wish to amend the voting agreement as set out
                           below in order to permit acceptance of the pre-ruling.
NOW THEREFORE IT IS AGREED BETWEEN THE PARTIES AS FOLLOWS:

1.   The recitals hereto constitute an integral part hereof.

2.   The terms and expressions in this agreement shall have the same meanings as given to them in the voting
     agreement.

3.   Clause 5 of the voting agreement shall be replaced by the following -

     5.1     If by reason of the issue and for the purpose of its implementation the parties transfer their shares to
             Pimi Inc., they shall receive shares in Pimi Inc. instead of their shares in the Company so that all the
             Ordinary Shares and Preference Shares of the Company that are held by them shall be converted into
             one class of shares (Common Stock) in Pimi Inc. The parties undertake that the provisions of this
             agreement shall apply to their holdings of Pimi Inc. shares, mutatis mutandis .

     5.2     Omdan and Nir Ecology undertake that in the event of Pimi Inc.‟s winding-up or in the event of the sale
             of all its share capital to an investor or strategic purchaser, excluding in the event of a sale of shares on
             the stock exchange, as a result of which Carmel obtains less than US$ 965,000, they shall make up the
             amount to US$ 965,000 from the proceeds that they receive in the event of winding-up or a sale of their
             shares, if received, to a maximum of the amounts that they receive as a result of such winding-up or
             sale, pro rata between them to the proportionate holdings of each of them in Pimi Inc. in comparison
             with the total holdings of Omdan and Nir Ecology in Pimi Inc. at the time of the winding-up or sale.

     5.3     Should the issue not be implemented within 12 months of the date hereof, the parties shall act in order
             to restore the capital structure of the Company (including the different share classes and the holdings of
             those classes) to the state existing prior to the execution hereof.

4.   It is hereby expressed that the other provisions of the voting agreement shall remain unchanged.
                             AS WITNESS THE HANDS OF THE PARTIES


                                                      /s/ Nir Ecology Ltd    /s/Omdan
Counselling & Training Ltd
                                                      Nir Ecology Ltd       Omdan
Counselling & Training Ltd




                                        / s/ Alon Carmel
                                          Alon Carmel
Exhibit 10.25


                                                  Exchange Agreement

                                                       Made this 27 day of April, 2009

                                                                By and among

Pimi Agro Cleantech Inc, a company registered in the State of Delaware, USA (“ Pimi Inc. ”) and Pimi Agro Cleantech Ltd. a limited
liability company registered in the Israeli Companies Registrar under registration Number 513497123 (" Pimi Israel "), and All The
Shareholders of Pimi Israel , a list of which is attached as Exhibit "A" attached hereto (the " Shareholders ");




WHEREAS:


   (A) Pimi Israel is active in the field of pre and post harvest treatment of fruits and vegetable with a unique formulation and storage
       protocol developed by Pimi Israel;


    (B) Pimi Israel issued share capital at the date of this Agreement is composed of 6,139,593 ordinary Shares 0.01 par value each and
        173,996 Preferred shares 0.01 par value each (" Pimi Israel Shares");


    (C) Pimi Israel Shares are held by individuals and corporations (the " Shareholders ") a list of which is attached as Exhibit A    to   this
        Agreement;


   (D) Pimi Israel requires substantial funds for its activities and it intends to raise funds from Institutional Investors (including pension
       funds) in the USA, who require that the investment be done in shares of a U.S. company whose shares are listed or quoted for trade on
       a U.S. stock exchange;


    (E) For such purposes, Pimi Israel undertook the formation of Pimi Agro Cleantech Inc., a company registered in the State of Delaware in
        the U.S. which was incorporated on April 1, 2009 and which has no assets, liabilities, or shareholders;


    (F) The parties intend to exchange Pimi Israel Shares only for Common Stock shares of Pimi Inc., without any cash consideration, and to
        register such shares for trade on the NASDAQ OTCBB pursuant to a Form 15c-211 (hereinafter referred to as “the Registration” );


   (G) Pimi Inc. will have only one class of issued shares of Common Stock which value is the same value of the Ordinary Shares and the
       Preferred Shares of Pimi Israel;


   (H) The parties intend that after Registration Pimi Inc. will raise funds through, among other sources, pension funds located in the U.S.
       via a private investment in the public entity (hereinafter referred to as " the PIPE Investment") ;


    (I) For this purposes and in order to enable the Registration and the PIPE Investment, the Shareholders have agreed to sell and transfer all
        of Pimi Israel Shares to Pimi Inc., in consideration of the allocation of Common Stock Shares of Pimi Inc. to the Shareholders (" The
        Transactions ");


    (J) Pimi Israel and the Shareholders have applied to the Income tax authorities in order to receive a pre-ruling for the Transfer and Pimi
        Israel Shares to Pimi Inc., under Section 104(h) of the Tax Ordinance and the execution of the Transactions is dependant on the
        receipt of such pre-ruling and all the Shareholders are aware to the Pre-ruling and the consequence of section 104(h) of the Tax
        Ordinance;
    (K) The Employees and services providers of Pimi Israel who received options under the ESOP for 2008 (" The ESOP ") have agreed to
        exchange their option with options of Pimi Inc., with the same terms and conditions as under the ESOP with full continuity;




NOW, THEREFORE , in consideration of the foregoing and the mutual covenants herein contained, the Parties hereby agree as follows:


     1. Preamble and Appendices


          1.1. The preamble to this Agreement and the declaration of the parties in it and the appendices to this Agreement are one and an
               integral part of this Agreement.


          1.2. The Headings of the paragraphs are for convenience and will not be used for interpretation of this Agreement.


     2. Definitions.


         “ Closing ” as defined in Section 4.3.


        “ Closing Date ” as defined in Section 4.3.


        “ Pimi Israel Shares ” - means 6,139,593 Ordinary Shares 0.01 NIS par value each and 173,996 Preferred Shares of 0.01 NIS par
        value each, as listed in Exhibit "A" attached hereto.


        " Pimi Inc. Shares "- means 6,313,589 Common Stock shares of $ 0.01 par value each, as listed in Exhibit "B" attached hereto.


        “ Parties ” means the parties to this Agreement.


        " PIPE " – Private Investment in Public Equity made by U.S pension funds.


        " Shareholders" all the shareholders of Pimi Israel as listed in Appendix A.


        “ Transactions ” means the transactions to be effected at the Closing, as described below.


     3. General Conditions and Terms . The obligations of each Party to effect the Transactions are subject to the fulfillment at or before
        the Closing of the following conditions precedent. Each Party shall exert its best efforts in order to bring about the prompt fulfillment
        of all the conditions precedent set forth in this Section 3.


          3.1. Acknowledgment of the Shareholders : Each of the Shareholders acknowledges and agrees that (i) the issuance of Pimi Inc.
               Shares constitute adequate consideration for the transfer of its shares to Pimi Inc, and such Shareholder is not entitled to
               receive any additional consideration with respect thereto; (ii) the rights, preferences, privileges and obligations of the Pimi Inc.
               Shares upon their exercise shall be as set forth in the Certificate of Incorporation and the By-Laws of Pimi Inc., as amended
               from time to time;


          3.2. Representations and Warranties . The representations and warranties made by the Parties in this Agreement shall have been
true and correct when made, and shall be true and correct in all material respects as of the Closing as if made on the date of the
Closing.


                                                        2
    3.3. Covenants . All covenants, agreements, and conditions contained in this Agreement to be performed or complied with by the
         other Parties prior to the Closing shall have been performed or complied with in all material respects prior to or at the Closing.


    3.4. Consents, etc . The Parties shall have secured all permits, consents and authorizations (including to the extent necessary, the
         approval of the relevant authorities) that shall be necessary or required lawfully to consummate the Transactions at the Closing
         and otherwise to fulfill their obligations under this Agreement.


    3.5. Transaction Documents . All documents effecting the Transactions shall be satisfactory to the Parties in form and content, in
         their reasonable discretion.


    3.6. Pre Ruling : A condition precedent to the execution of this Agreement is the receipt of a pre ruling under section 104 (h) of the
         Israeli Tax Ordinance (" the Pre-Ruling ") for the Transactions to the satisfaction of the Shareholders and their consultants.


4. The Transactions . Subject to the terms and conditions hereof and subject to the receipt of the Pre -Ruling by the Shareholders, with
   effect from the Closing Date (as defined in Section 4.3 below), the Parties shall effect the following transactions:


    4.1. Transfer of Pimi Israel Shares. The Shareholders shall transfer Pimi Israel Shares to Pimi Inc.


    4.2. Issuance and Transfer of Pimi Inc. Shares . In consideration for Pimi Israel Shares, Pimi Inc. shall issue and transfer Pimi Inc.
         Shares to the Shareholders in the amounts and division as described in Exhibit B . There will be no other consideration in cash
         or otherwise to the Shareholders other than the issued shares.


    4.3. Closing . The implementation of the Transactions shall take place at a closing (the " Closing ") simultaneously at the offices of
         Sadot and Co. Law Office, or 12 Aba Hillel St., Ramat Gan and Sichenzia Ross Friedman Ference LLP, 61 Broadway, New
         York, NY 10006, on April 27, 2009 at 14:00 a.m. Israel time following the fulfillment of all the conditions set forth in Section
         3, or if such conditions did not take place at any other date that will be determined by the Parties (the “ Closing Date ”).


    4.4. Transactions at Closing . At the Closing, the transactions set forth in this Section 4 shall occur, which transactions shall be
         deemed to take place simultaneously. No such transactions shall be deemed to have been completed or any document delivered
         until all such transactions have been completed and all required documents have been delivered in connection therewith.


5. Representations and Warranties .


    5.1. By All the Parties . Each Party hereby represents and warrants to the others, with the understanding that such other Parties will
         each rely on such representations and warranties in its decision to enter into this Agreement and to consummate the
         Transactions, as follows:


                                                                 3
       5.1.1. Authorization; Consents . All corporate action on the part of such Party necessary for the authorization, execution and
              performance of all its obligations under this Agreement, has been taken. This Agreement, when executed by or on
              behalf of such Party, shall constitute its valid and legally binding obligation, legally enforceable against such Party in
              accordance with its terms. No consent, approval, order, license, permit, action by, or authorization of or designation,
              declaration, or filing with any governmental authority on the part of such Party is required that has not been, or will
              not have been, obtained prior to the Closing in connection with the valid execution and performance of this
              Agreement or the Transactions.


       5.1.2. No Breach . Neither the execution of this Agreement nor compliance by such Party with the terms and provisions
              hereof, will conflict with, or result in a breach or violation of, any of the terms, conditions and provisions of: (i) the
              Memorandum of Association or Articles of Association, or other governing instruments of such Party, (ii) any
              judgment, order, injunction, decree, or ruling of any court or governmental authority, domestic or foreign, to which
              such Party is subject, (iii) any agreement, contract, lease, license or commitment to which such Party is a party or to
              which it is subject and which would impair the ability of such Party to execute or perform this Agreement or (iv)
              applicable law. Such execution and compliance will not (a) give to others any rights, including rights of termination,
              cancellation or acceleration, in or with respect to any agreement, contract or commitment referred to in this paragraph
              or (b) otherwise require the consent or approval of any person, which consent or approval has not that has not been, or
              will not have been, obtained prior to the Closing.


5.2. By Pimi Inc. Pimi Inc. represents and warrant to the Shareholders that it is preparing a Registrations Statement (Form S-1)
     under The Securities Act of 1933, as amended, for the Registration of Pimi Inc shares, and that a portion of the Pimi Inc.
     Shares will be submitted to the Securities and Exchange Commission (“SEC”) for registration, pending the SEC‟s approval. It
     further represents and warrants that shares which shall not be registered under the Registration Statement will be subject to
     resale restrictions under Rule 144 of the Securities Act of 1933, as amended (" Rule 144") .


5.3. By Shareholders. The Shareholders hereby represent and warrant to Pimi Inc., with the understanding that Pimi Inc. will rely
     on such representations and warranties in its decision to enter into this Agreement and to consummate the Transactions, that the
     Shareholders shall transfer the Pimi Israel Shares free and clear of any pledge, hypothecation, lien, charge, encumbrance,
     security interest, restriction, claim, of any kind ("Encumbrance"), in order that after the Closing, Pimi Inc. will hold good and
     marketable legal and beneficial title to the Pimi Israel Shares, free and clear of any Encumbrance.


    The Shareholders hereby further represent and warrant that they will comply with any and all restrictions under Rule 144, or
    any other rule and/or regulation of the SEC relating to Pimi Inc. Shares.

                                                             4
6. Cancellation of the Agreement


    6.1. No Pre-Ruling. If until May 31, 2009 the Pre Ruling will not be received by Pimi Israel, this Agreement will expire and
         become null and void.


    6.2. No PIPE . If for any reason, the PIPE Investment, or any part thereof will not be concluded within 12 months as of the Closing
         Date, and subject that the Registration has not been initiated by Pimi Inc., this Agreement shall be cancelled by a notice given
         to Pimi Inc. by the Shareholders unless the above period was extended by mutual agreement between the parties.


    6.3. Consequence of Cancellation . In case of cancellation the parties will act in order to restore the situation of shareholding in
         Pimi Israel at the date of signature of this Agreement by executing the following acts: Pimi Inc. shall return and transfer Pimi
         Israel Shares, clear of any Encumbrance, to the Shareholders, in such manner that each will receive the same and exact amount
         of shares that was transferred by them to Pimi Inc. as described in Exhibit A. Simultaneously, The Shareholders will transfer
         all of their Shares in Pimi Inc., clear of any Encumbrance to Pimi Inc. or to its order.


7. Miscellaneous.


    7.1. Taxes : Each party shall bear the Tax which will apply on it as a result of execution this Agreement. The Shareholders are
         aware that a Pre Ruling based on section 104(h) to the Israeli Tax Ordinance will apply on the Shareholder. All parties
         undertake to fully comply with the Israeli tax authority rules and Pre


    7.2. Further Assurances . Each of the Parties shall perform such further acts and execute such further documents as may reasonably
         be necessary to carry out and give full effect to the provisions of this Agreement and the intentions of the Parties as reflected
         thereby.


    7.3. Governing Law; . This Agreement shall be governed by and construed according to the laws of New York, without regard to
         the rules of conflicts of laws.


    7.4. Successors and Assigns; Assignment . Except as otherwise expressly limited herein, the provisions hereof shall inure to the
         benefit of, and be binding upon, the successors, assigns, heirs, executors, and administrators of the Parties. None of the rights,
         privileges, or obligations set forth in, arising under, or created by this Agreement may be assigned or transferred without the
         prior consent in writing of each party to this Agreement.

                                                                 5
         7.5. Entire Agreement; Amendment and Waiver. This Agreement, together with the Exhibits hereto, constitutes the full and entire
              understanding and agreement between the Parties with regard to the subject matters hereof and thereof. Any term of this
              Agreement may be amended and the observance of any term hereof may be waived (either prospectively or retroactively and
              either generally or in a particular instance) only with the written consent of all of the Parties.


         7.6. Notices, etc. All notices and other communications required or permitted hereunder to be given to a party to this Agreement
              shall be in writing and shall be faxed or mailed by registered or certified mail, postage prepaid, or delivered by courier,
              addressed to such party's address as set forth below or at such other address as the party shall have furnished to each other party
              in writing in accordance with this provision.

If to Pimi Agro Cleantech Inc.:                                            With a copy to:
Mr. Jonathan Shechter, Esq.
Sichenzia Ross Friedman Ference LLP.
61 Broadway, 32 nd Fl.
New York, NY 10006
fax: +212-930-9725


If to Shareholders:                                                        With a copy to:
To Eitan Shmueli, Attorney
Of Sadot and Co. Law Office
12 Aba Hillel St. Ramat Gan
fax:+ 972-3-6122377
eitan@sadot-law.co.il

If to Pimi Inc.                                                            With a copy to:
To Eitan Shmueli, Attorney
Of Sadot and Co. Law Office
12 Aba Hillel St. Ramat Gan
fax:+


              Any notice sent in accordance with this Section shall be effective (i) if mailed, five (5) business days after mailing, (ii) if sent
              by courier, upon delivery, and (iii) if sent by fax, upon transmission and electronic confirmation of receipt or (if transmitted and
              received on a non-Business Day) on the first Business Day following transmission and electronic confirmation of receipt.


         7.7. Delays or Omissions . No delay or omission to exercise any right, power, or remedy accruing to any party upon any breach or
              default under this Agreement, shall be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any
              waiver, permit, consent, or approval of any kind or character on the part of any party of any breach or default under this
              Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and
              shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law
              or otherwise afforded to any of the Parties, shall be cumulative and not alternative.


         7.8. Severability . If any provision in this Agreement shall be found or be held to be invalid or unenforceable under applicable law,
              then the meaning of said provision shall be construed, to the extent feasible, so as to render the provision enforceable, and if no
              feasible interpretation would save such provision, it shall be severed from the remainder of this Agreement which shall remain
              in full force and effect unless the severed provision is essential and material to the rights or benefits received by any party
              hereto. In such event, the Parties shall use best efforts to negotiate, in good faith, a substitute, valid and enforceable provision
              which most nearly effects the Parties' intent in entering into this Agreement.

                                                                       6
          7.9. Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and
               enforceable against the Parties actually executing such counterpart, and all of which together shall constitute one and the same
               instrument.


         7.10. No Dissolution . Unless and to the extent this Agreement explicitly provides otherwise, each party waives the right (a) to
               dissolve or nullify or otherwise terminate this Agreement by way of an out-of-court declaration or in any other manner, or (b)
               to seek the dissolution or nullification of this Agreement in court.


         7.11. Costs . Except as otherwise provided herein, the Parties shall each pay their own costs, charges and expenses in relation to the
               negotiation, preparation, execution and implementation of this Agreement.

IN WITNESS WHEREOF , the Parties hereto have caused this Agreement to be executed as a deed as of the day and year first above written.

/s/ Yovel Soly                                   /s/ Nimrod Ben-Yehuda
Pimi Agro Cleantech                             Pimi Agro Cleantech
By: Yovel Soly                                   By: Nimrod Ben-Yehuda
Title: CEO                                       Title: CTO

Eitan Shmueli
Shareholders #3 to #38 inExhibit
A by Advocate Eitan Shmueli under
Powers of Attorney

__________                                     ______________________
Alon Carmel

NIR Ecology Ltd
By: Nimrod Ben-Yehuda
Title: Director

eNitiatives - New Business Architects Ltd.


Eitan Shmueli
Shareholders #3 to #38 inExhibit
A by Advocate Eitan Shmueli under
Powers of Attorney

/s/Alon Carmel
Alon Carmel

NIR Ecology Ltd
By: Nimrod Ben-Yehuda
Title: Director

eNitiatives - New Business Architects Ltd.

/s/Reuven Marko
Reuven Marko
Title: Director & GM


                                                                      7
     Name of Shareholder Number of       Number of Total amount Address
                           Ordinary      Preferred of Shares
                           Shares 0.01   Shares 0.01
                           NIS each      NIS each
1    Alon Carmel             2,268,617     164,697   2,433,314  269 South Beverly Drive #1091 Beverly Hills CA. 90212, USA
2    Nir Ecology Ltd.        1,440,100               1,440,100  17 Ma'ale Avshalom, Kiryat Tivon, Israel, 36094
     Omdan Consulting and 808,654          8,708     817,362
3    Instruction Ltd.                                           44 Nachal Amud St. Ramat-Hasharon, Israel, 47204
     eNitiatives – New       55,073        591       55,664
     Business Architects
4    Ltd.                                                          17 Moshe Shapira S. Netanya, Israel, 42240
5    Erez Ravina             139,719                  139,719      16 Rotem St. Gedera, Israel, 70700
6    Ahiam Lifshitz          76,922                   76,922       Beit Hilel, 126, Galil Elyon, Israel, 12255
     Shorer International    19,215                   19,215
7    Ltd                                                           33 Kore Hadorot St. Jerusalem Israel, 93393
8    Yechiel Katz            55,508                   55,508       2 Kaplan St. Tel-Aviv Israel,
9    Michael Gildengorin     70,139                   70,139        6 BLACKSTONE LN, SAN RAFAEL, CA 94903, USA
10   Efi nave                36,213                   36,213       4 Henrietta Sold St. Tel-Aviv Israel, 64924
11   Dany Birger             43,518                   43,518       20 Hatchiya St. Hulon Israel, 58403
12   Lior Yaron              146,965                  146,965      1305 Grassy Fork LOUISVILLE Kentucky 4027, USA
13   Asaf David Margalit     14,423                   14,423       5 Ha'yasmin St.Ramat-Gan Israel, 52463
14   Shai Scharfstein        28,527                   28,527       5 Borchov St. Kiryat.Tivon, Israel 36000
     Shai Sapir Investments 206,820                   206,820      POB 1018 Nahariya, Israel
15   Ltd.
16   Galit Szolomowicz       28,528                   28,528       5616 Alpine avenue, Cote-St-Luc, Quebec, CANADA, H4V2X5
17   Jacques Beraru          1,371                    1,371         5 Hagiva St. Kfar Oranim, Israel, 73134
18   Shay Zilberman          354                      354          18 Haya'ar St. Kfar Oranim, Israel, 73134
19   Zeev Vider              161                      161          34 Gordon St. Rehovot, Israel, 76287
20   Arieh Zinger Zamir      384                      384          1 Hadalya St. Nahariya, Israel, 22327
21   Moshe Mazor             7,132                    7,132        138 Hashikmim St. Kiryat Yam, Israel
22   Hagai Halevy            6,855                    6,855        12 Mordechai Gur St. Givat Shmuel, Israel
     Reuven Radu             1,371                    1,371
23   Guttmann                                                      66 Gidon Hausner St. Jerusalem, Israel, 96431
24   Alon Galanti            2,641                    2,641        13 Finles St. Tel Aviv, Israel, 62265
25   Ephraim David           383                      383          13/6 Weizman St. Nahariya, Israel, 22407
26   Dalya Zelikovich        10,958                   10,958       4 Hayovel St. Yahud–Monoson, Israel, 56477
27   Shiran Zelikovich       2,740                    2,740        4 Hayovel St. Yahud–Monoson, Israel, 56477
28   Dan Geiger              1,370                    1,370        1912 Nashmont ct, Lansdale, PA 19446, USA
29   Meir Avraham Duke       273,972                  273,972      12300 highgrove ct. Reisterstown Maryland 21136 USA
     B.M.O. Lavi
     Investments and
30   Holdings 2008 Ltd.      140,351                  140,351      26 Ben Guryon St. Tel Aviv, Israel, 64588
31   Oded Feigin             66,667                   66,667       51 Hagefen St., Ramat Hasharon, Israel, 47225
32   Oran Agranat            100,000                  100,000      4 Eitan Yona St., Ramat Gan,Israel, 52654
33   EarthBound LLC          45,328                   45,328       126 Fifth Avenue 4th Floor New York, NY 10011-5629 USA
34   Faina Kronenberg        7,536                    7,536        1215 Holsworth Ln. Louisville, KY, 40222, USA
35   Edward Britt Brockman 3,773                      3,773        Louisville, Kentucky, USA
36   William Yarmuth         18,863                   18,863       5222 Indian Woods Drive, Louisville, KY 40207, USA
     H.H. Investment         8,442                    8,442
37   Company                                                       Azrieli Center, Tel-Aviv, Isarel, 67023
     Total                   6,139,593    173,996     6,313,589


                                                               8
                                                           EXHIBIT A
                                              Shareholders holdings of PIMI Israel
                                                           EXHIBIT B
                               Shareholder holding in PIMI INC. after execution of the Transactions
          Name of Shareholder              Number of     Address
                                       Common Stock
                                       Shares $0.01 each
1    Alon Carmel                           2,433,314     269 South Beverly Drive #1091 Beverly Hills CA. 90212, USA
2    Nir Ecology Ltd. (i)                  1,440,100     17 Ma'ale Avshalom, Kiryat Tivon, Israel, 36094
     Omdan Consulting and Instruction      817,362
3    Ltd.                                                44 Nachal Amud St. Ramat-Hasharon, Israel, 47204
     eNitiatives – New Business            55,664
4    Architects Ltd.                                     17 Moshe Shapira S. Netanya, Israel, 42240
5    Erez Ravina                           139,719       16 Rotem St. Gedera, Israel, 70700
6    Ahiam Lifshitz                        76,922        Beit Hilel, 126, Galil Elyon, Israel, 12255
7    Shorer International Ltd              19,215        33 Kore Hadorot St. Jerusalem Israel, 93393
8    Yechiel Katz                          55,508        2 Kaplan St. Tel-Aviv Israel,
9    Michael Gildengorin                   70,139         6 BLACKSTONE LN, SAN RAFAEL, CA 94903, USA
10   Efi nave                              36,213        4 Henrietta Sold St. Tel-Aviv Israel, 64924
11   Dany Birger                           43,518        20 Hatchiya St. Hulon Israel, 58403
12   Lior Yaron                            146,965       1305 Grassy Fork LOUISVILLE Kentucky 4027, USA
13   Asaf David Margalit                   14,423        5 Ha'yasmin St.Ramat-Gan Israel, 52463
14   Shai Scharfstein                      28,527        5 Borchov St. Kiryat.Tivon, Israel 36000
15   Shai Sapir Investments Ltd.           206,820       POB 1018 Nahariya, Israel
16   Galit Szolomowicz                     28,528        5616 Alpine avenue, Cote-St-Luc, Quebec, CANADA, H4V2X5
17   Jacques Beraru                        1,371          5 Hagiva St. Kfar Oranim, Israel, 73134
18   Shay Zilberman                        354           18 Haya'ar St. Kfar Oranim, Israel, 73134
19   Zeev Vider                            161           34 Gordon St. Rehovot, Israel, 76287
20   Arieh Zinger Zamir                    384           1 Hadalya St. Nahariya, Israel, 22327
21   Moshe Mazor                           7,132         138 Hashikmim St. Kiryat Yam, Israel
22   Hagai Halevy                          6,855         12 Mordechai Gur St. Givat Shmuel, Israel
23   Reuven Radu Guttmann                  1,371         66 Gidon Hausner St. Jerusalem, Israel, 96431
24   Alon Galanti                          2,641         13 Finles St. Tel Aviv, Israel, 62265
25   Ephraim David                         383           13/6 Weizman St. Nahariya, Israel, 22407
26   Dalya Zelikovich                      10,958        4 Hayovel St. Yahud–Monoson, Israel, 56477
27   Shiran Zelikovich                     2,740         4 Hayovel St. Yahud–Monoson, Israel, 56477
28   Dan Geiger                            1,370         1912 Nashmont ct, Lansdale, PA 19446, USA
29   Meir Avraham Duke                     273,972       12300 highgrove ct. Reisterstown Maryland 21136 USA
     B.M.O. Lavi Investments and
30   Holdings 2008 Ltd.                    140,351       26 Ben Guryon St. Tel Aviv, Israel, 64588
31   Oded Feigin                           66,667        51 Hagefen St., Ramat Hasharon, Israel, 47225
32   Oran Agranat                          100,000       4 Eitan Yona St., Ramat Gan,Israel, 52654
33   EarthBound LLC                        45,328        126 Fifth Avenue 4th Floor New York, NY 10011-5629 USA
34   Faina Kronenberg                      7,536         1215 Holsworth Ln. Louisville, KY, 40222, USA
35   Edward Britt Brockman                 3,773         Louisville, Kentucky, USA
36   William Yarmuth                       18,863        5222 Indian Woods Drive, Louisville, KY 40207, USA
37   H.H. Investment Company               8,442         Azrieli Center, Tel-Aviv, Isarel, 67023
     Total                                 6,313,589

                                                              9
Exhibit 10.26

                          PIMI AGRO CLEANTECH INC.




                _________________________________________________

                          2009 SHARE INCENTIVE PLAN
                _________________________________________________




                       __________________________________

                             ADOPTED: ARPIL 27, 2009

                       __________________________________



                                        1
                                                     PIMI AGRO CLEANTECH INC.

                                                     2009 SHARE INCENTIVE PLAN




Unless otherwise defined, terms used herein shall have the meaning ascribed to them in Section 2 hereof.


1.       PURPOSE; TYPES OF AWARDS; CONSTRUCTION .


        1.1.        Purpose . The purposes of this 2009 Share Incentive Plan (as amended, the “ Plan ”) is to replace the 2008 Pimi Agro
                    Cleantech Ltd. ("Pimi Israel") 2008 Share Option Plan pursuant to which directors, executives and selected employees and
                    consultants of Pimi Israel were granted 561,161 options under the Pimi Israel 2008 Share Option Plan (" Pimi Israel
                    Option Plan ") and also to afford an incentive to employees, directors, officers, consultants, advisors, suppliers and any
                    other person or entity whose services are considered valuable (collectively, the “ Service Providers ”) to Pimi Agro
                    Cleantech, Inc. (the “ Company ”), or any Affiliate of the Company, which now exists or hereafter is organized or
                    acquired by the Company, to continue as Service Providers, to increase their efforts on behalf of the Company or Affiliate
                    and to promote the success of the Company's business, by providing such Service Providers with opportunities to acquire a
                    proprietary interest in the Company by the issuance of Ordinary Shares of the Company, and the grant of options to
                    purchase Shares, restricted Shares awards (“ Restricted Shares ”) and other Share-based Awards pursuant to the Plan.


        1.2.        Types of Awards . The Plan is intended to enable the Company to issue Awards under varying tax regimes, including,
                    without limitation:


                   (i)      pursuant and subject to the provisions of Section 102 of the Ordinance, including without limitation the Income
                            Tax Rules (Tax Benefits in Stock Issuance to Employees) 5763-2003 (the “ Rules ”) or such other rules published
                            by the Israeli Income Tax Authorities (the “ ITA ”) (such Awards, “ 102 Awards ”). 102 Awards may either be
                            granted to a Trustee or without a trustee;


                   (ii)     pursuant to Section 3(9) of the Ordinance (such Awards, “ 3(9) Awards ”);


                   (iii)    Incentive Stock Options within the meaning of Section 422 of the Code, or the corresponding provision of any
                            subsequently enacted United States federal tax statute, as amended from time to time, to be granted to Service
                            Providers who are deemed to be residents of the U.S. for purposes of taxation;


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            (iv)     Nonqualified Stock Options to be granted to Service Providers who are deemed to be residents of the U.S. for
                     purposes of taxation; and


            (v)      Other stock-based Awards pursuant to Section 12 hereof.


             In addition to the issuance of Awards under the relevant tax regimes in the United States of America and the State of Israel,
             the Plan contemplates issuances to Grantees in other jurisdictions with respect to which the Committee is empowered to
             make the requisite adjustments in the Plan and set forth the relevant conditions in the Company‟s agreement with the
             Grantee in order to comply with the requirements of the tax regimes in any such jurisdictions.


             The Plan contemplates the issuance of Awards by the Company, both as a private company and as a publicly
             traded company.


     1.3.    Construction . To the extent any provision herein conflicts with the conditions of any relevant tax law or regulation which
             are relied upon for tax relief in respect of a particular Award to a Grantee, the provisions of such law or regulation shall
             prevail over those of the Plan and the Committee is empowered hereunder to interpret and enforce the said prevailing
             provisions.


2.   DEFINITIONS .


     2.1.    Terms Generally . The definitions of terms herein shall apply equally to the singular and plural forms of the terms
             defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter
             forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without
             limitation”. Unless the context requires otherwise (i) any definition of or reference to any agreement, instrument or other
             document herein shall be construed as referring to such agreement, instrument or other document as from time to time
             amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements,
             supplements or modifications set forth therein or herein), (ii) references to any law, constitution, statute, treaty, regulation,
             rule or ordinance, including any section or other part thereof shall refer to that it as amended from time to time and shall
             include any successor law, (iii) reference to a person shall means an individual, partnership, corporation, limited liability
             company, association, trust, unincorporated organization, or a government or agency or political subdivision thereof, (iv)
             the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Plan in its
             entirety and not to any particular provision hereof and (v) all references herein to Sections shall be construed to refer to
             Sections to this Plan.


                                                                  3
2.2.   Defined Terms . The following terms shall have the meanings ascribed to them in this Section 2.


       2.2.1.      “ Affiliate ” shall mean an affiliate of, or person affiliated with, a specified person or company or other trade
                   or business that directly, or indirectly through one or more intermediaries, controls, is controlled by or is
                   under common control with such person within the meaning of Rule 405 of Regulation C under the Securities
                   Act, including, without limitation, any Subsidiary. For the purpose of Options granted pursuant to Section
                   102 shall mean also an “employing company” within the meaning of Section 102(a) of the Ordinance.


       2.2.2.      “ Applicable Law ” shall mean any applicable law, rule, regulation, statute, pronouncement, policy,
                   interpretation, judgment, order or decree of any federal, provincial, state or local governmental, regulatory or
                   adjudicative authority or agency, of any jurisdiction, and the rules and regulations of any stock exchange or