On the terms and subject to the conditions of this Agreement, BS hereby enlists and retains MR as an independent contractor to perform (or procure the performance of) all work (or part of it, as requested by BS) necessary or desirable with respect to Projects that are assigned and conveyed to BS in such a manner as to ensure a smooth and successful implementation and to expedite and optimize registration and receipt of carbon credits and receipt of other revenues therefrom; among other things, such services will include selecting third-party services, goods and technology providers, overseeing the registration process, overseeing the project implementation and managing the relationship between and respective performance by of all participating parties and the generation of new business relating to carbon credit and ecological projects (the “Services”). MR will have the right to use its reasonable discretion in making decisions regarding the performance of the Services subject to a pre-agreed action plan and to prior consultation with BS, whose decision in its sole discretion in such matters will be final. MR will report to BS on a day to day ongoing basis on work performed and on any event that may affect its business. The reporting method will be defined by the parties at a later stage.

Respecting the generation of new business relating to carbon credit and ecological projects, BS and MR will use their best efforts to develop guidelines and/or criteria, which MR will follow in incurring any expense toward developing new business.

MR acknowledges and agrees that the generation of new business relating to carbon credit and ecological projects is performed for behalf of BS for compensation and consequently all new potential projects or project leads of any nature generated by MR shall be the sole exclusive property of BS and all information related thereto shall be considered to be the Confidential Information (as defined below) of BS.

In exchange for the provision of such management and business development services, BS agrees to cover and pay for 100% of the reasonable costs and expenses to be incurred by MR in the course of providing such services according to a pre-agreed budget and procedure to be agreed by the parties in writing. While it is envisioned that such costs will primarily consist of travel, accommodation, telecommunication and office expenses, the parties acknowledge and agree that other costs of an unknown nature may arise in the course of managing the Projects. In addition to covering 100% of such costs and expenses incurred by MR acting pursuant to the agreed procedures of the parties as shall be established, subject to the following sentence, BS will pay MR US$7,000 per month (the “Advance Payment”) in accordance with instructions to be provided by MR and agreed upon by BS and continuing until the earlier of (i) this Agreement is terminated in accordance with its terms or (ii) until the date on which income from carbon credits is generated. It is agreed that, in the event that the U.S. dollar falls in value as of the date hereof against the Israeli shekel by 10% or more, the Advance Payment amount (i.e., U.S. $7,000 per month) shall be adjusted upward to compensate MR for the exchange rate change. Any amounts constituting the Advance Payment paid to MR pursuant to this Section 1.4 shall be deducted from the first (and if necessary subsequent) cash to be paid to MR pursuant to Section 1.2 of the AC Agreement. For the avoidance of doubt, it is agreed that BS will continue to pay 100% of the reasonable costs and expenses to be incurred pursuant to this Agreement pursuant to the pre-approved budget and as long as the expenses are made according to BS procedures for so long as this Agreement is in force.

The Fee is inclusive of all applicable Taxes. “Taxes” are defined as - all taxes applicable to the transaction contemplated hereunder or resulting therefrom, including, without derogating from the generality of the above, income taxes, profit taxes, withholding taxes and any other compulsory payment applicable under any applicable law. In addition, BS shall have the right to deduct or withhold from any fee to be paid, any such taxes, charges or levies, in respect of which such deduction or withholding is required to be made according to any applicable law or jurisdiction.

BS will include MR in a future grant of options to employees and will be considered a senior manager for the purpose of such grant.

MR agrees that it will keep confidential and not disclose to (and require its representatives or any parties it works with in connection with any transaction to keep confidential and not disclose to) any other person any information that it receives that is designated as confidential as well as information derived therefrom (“Confidential Information”) unless authorised to do so by the BS or required to do so by law. MR acknowledges and agrees that the generation of new business relating to carbon credit and ecological projects is performed for behalf of BS for compensation and consequently all new potential projects or project leads of any nature generated by MR shall be the sole exclusive property of BS and all information related thereto shall be considered to be the Confidential Information (as defined below) of BS. MR further agrees to refrain from taking any action (and to cause its representatives or any parties it works with in connection with any transaction to refrain from taking any action) using the Confidential Information that will have the effect or the potential effect of circumventing or pre- empting, to any degree, the disclosing party’s full and unfettered use of and benefit from its Confidential Information. MR shall only put any of such Confidential Information to its own use after receiving proper, explicit and prior authorization from BS, in writing, to do so. It is hereby agreed that (i) the identity of any financier or investor providing finance for any transaction contemplated hereby is Confidential Information and (ii) MR shall not make any use whatsoever of the contacts brought by BS, including its clients, government officials, facilitators or any parties using these connections unless it has BS’s consent thereto.

Each party shall render assistance in handling applications for approvals, permits and licenses and similar formalities necessary for the establishment and operation of their legal and commercial relationship.

Each party agrees to execute, on request, all other documents and instruments as the other Party shall reasonably request, and to take any actions, which are reasonably required or desirable to carry out obligations imposed under, and effect the purposes of, this Agreement.

Each party agrees to use its reasonable commercial efforts to accomplish the purpose of this Agreement and to comply with all applicable laws and regulations.

MR represents and warrants that he has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement or the rendering of the Services, or that would preclude him from complying with the provisions hereof and that he will not enter into any agreement or undertake any obligation which will create such a conflict of interests. Furthermore, MR hereby expressly certifies and represents that in performing the Services to BS he is not in breach of any obligation towards any third party.