EXHIBIT 10.5 Document: DC-95083 of the 26th June 1995 CONTRACT ON EXCLUSIVE DISTRIBUTION REGARDING THE SALE OF THE PRODUCTS GAIA CONVERTER BY THE COMPANY ENERTEC (ISRAEL) BETWEEN: THE COMPANY GAIA CONVERTER SA, CAPITAL F 790.000 REGISTERED AT THE...

                                                                    EXHIBIT 10.5

Document:  DC-95083  of  the  26th  June  1995

                       CONTRACT ON EXCLUSIVE DISTRIBUTION

                       REGARDING THE SALE OF THE PRODUCTS

                                 GAIA CONVERTER

                         BY THE COMPANY ENERTEC (ISRAEL)


BETWEEN:       THE  COMPANY  GAIA  CONVERTER  SA,  CAPITAL  F  790.000
               REGISTERED  AT  THE  REGISTRAR  OF  TRADE  AND  COMPANIES  IN
               BORDEAUX,  UNDER  REGISTRATION  NO.  B392  666  947
               HEREINAFTER:  "THE  GRANTOR"

AND  BETWEEN:  THE  COMPANY  ENERTEC  ELECTRONICS  LTD.,
               REGISTERED  AT  THE  REGISTRAR  OF  TRADE  AND  COMPANIES
               NO.  _____________
               HEREINAFTER:  "THE  DISTRIBUTOR"

NOW  AND  THEREFORE:

The Grantor had developed and adjusted a variety of Products as described in the
Appendix,  on  which  he  has  all  rights and wishes to expand his chain in the
Territory  stated  in  the  Appendix.
Taking into consideration the relations created and obtained with his clientele,
the  Distributor  esteems that he has the tools required for the distribution of
the  Products  to  this  clientele.

DEFINITIONS:
Whenever  used in this contract or in relation with its execution, the following
terms  shall  be  defined  as  hereinafter.
-     "PRODUCT"  shall  mean  the Products or Products described in the Appendix
-     "TERRITORY"  shall  mean  the  countries or regions listed in the Appendix
-     "TRADEMARK"  shall mean the rights on the signs, logos, designs and models
      related  with  the  product.

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ARTICLE  1:  OBLIGATIONS
By  way  of  the  present  contract,  the  Grantor grants to the Distributor the
exclusive sale of the product in the Territory during the period of the contract
in conformity with the terms and conditions therein, and the Distributor accepts
this  concession.
In  view of the above, the Distributor undertakes to realize and shall be liable
for  the  integrality  of  the  operations of stock keeping, promotion, sale and
invoicing  of  the  product  in the Territory as well as the collection of debts
from  his  clients,  in  conformity with the terms and conditions defined in the
present  contract.
The  parties  shall  always  act  independently from each other, and the present
contract  shall  not  be viewed as creating any kind of branch or joint venture,
nor  any  relation  of  subordination,  representation,  mandate,  agency or any
analogy  among  them.

ARTICLE  2:  TERM
The  contract  shall  come  into  force  as  of  today.
The contract refers to a first trial period of one year, during which period the
sides shall be enabled to bring it to an end without indemnities and upon notice
of  two  months  in  advance.
At  the  end  of  this period, the contract shall be renewed automatically for a
period  of  2 years, unless notice shall be given at least 6 month in advance by
any  of  the  sides  at  the  present  contract.

ARTICLE  3:  TERRITORY  AND  CLIENTELE
The  Distributor  shall  perform  his activity in the Territory described in the
Appendix.

ARTICLE  4:  THE  GRANTOR'S  OBLIGATIONS
In  order  to  enable  the  Distributor  to  fulfill his mission as granted, the
Grantor  undertakes to put at his disposal any commercial and technical document
on the Products and offer, if necessary,  technical support at the exhibition of
the  Products.

ARTICLE  5:  TRADEMARK
In  all  territories  the Products shall be distributed under the Trademark GAIA
Converter.
The  Distributor undertakes not to make use of the Trademark but for the purpose
of  the present contract and in relation with the Products. He is not allowed to
use it on his company letterhead nor in brochures, advertisements or promotional
documentation,  should  he  prepare  such,  but  by  mentioning  his  quality of
independent  enterprise,  Distributor  of  the  Trademark  GAIA  Converter.

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ARTICLE  6:  COMMERCIAL  POLICY  /  ANNUAL  TARGET

6.1  COMMERCIAL POLICY The Distributor shall be free to determine his commercial
     policy  (advertisement,  price  )  to  be  conducted  in  the  Territory.
     Notwithstanding,  regarding  the  price policy the Grantor shall convey the
     "recommended  sale prices" based on the sale prices catalog used in France.
     The  sale  prices  used by the Distributor to the clients shall be based on
     these  "recommended  sales  prices".
6.2  ANNUAL  TARGET  For  the first year no commercial target shall be fixed. At
     the  beginning  of the Gregorian year the commercial targets shall be fixed
     and  enclosed  to  the  contract.  Three  months  before  the start of each
     Gregorian  year,  the  Distributor shall inform his forecasts for orders of
     the  Products  for  the  next year, forecasts that shall have an indicative
     character.

ARTICLE  7:  EXCHANGE  OF  INFORMATION  BY  THE  SIDES
The  Distributor  shall  keep the Grantor informed as to operational, financial,
technical  and  commercial aspects of the markets in the field of said Products.

ARTICLE  8:  ADVERTISEMENT
The  advertisement  and  the promotion of the Products in the Territory shall be
effected  on  the  Distributor's  account.

ARTICLE  9:  CONDITIONS  OF  THE  DISTRIBUTOR'S  OPERATION
The  Distributor must act in accordance with all professional diligence in order
to  promote  the  sales  of  the Products subject of the present contract and in
order  to  preserve  the  confidence of his clientele in his sector of activity.
In  his  quality  of  Distributor,  the  Distributor  enjoys independence in the
organization  of his activity. He shall determine by himself the methods of work
as  well  as  the  choice of his colleagues; consequently, the Distributor shall
cover  all  occasional  expenses  of  his  activity.
The  Distributor  shall  never be considered in regards to the fiscal and social
laws  as  the  Grantor's  employee.
10.

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SUPPLIES  AND  STOCKS

10.1 SUPPLIES  The  price  of  transfer  of the Products as well as the terms of
     transport  and delivery are listed in the Appendix. Prices shall be updated
     yearly  at  the  beginning  of the Gregorian year. The Distributor shall be
     informed  on  revised  prices  with sufficient notice in advance. With each
     shipment  an  invoice  shall be issued. Invoices shall be paid according to
     the  conditions  listed  in  the  Appendix.

10.2 STOCKS  The  Distributor  undertakes  to  keep  in  his premises stocks for
     immediate  disposal in order to fulfill the requirements of the market. The
     Products  shall  be  received,  stocked  and  delivered  according  to  the
     instructions  of  GAIA  Converter.

10.3 EXCHANGE  OF  STOCKS  At  the  beginning of each Gregorian year the Grantor
     undertakes  to  replace  the references of the Products as the case may be.

ARTICLE  11:  NON-COMPETITION
During  the  period  of  the  contract,  the  Distributor  undertakes  not  to
manufacture,  distribute  and/or  sell,  directly  or  indirectly, any competing
product,  meaning any product that is identical or substantial in the consumer's
spirit.

ARTICLE  12:  CONFIDENTIALITY
The  Distributor undertakes to preserve the confidentiality and not to reveal to
any third party whatsoever without the Grantor's prior authorization, in writing
and  explicitly, during the period of the present contract and for a period of 5
years  following it, any data whatsoever that had reached the Distributor during
his  collaboration  with  the  Grantor.

ARTICLE  13:  GUARANTEE  CIVIL  LIABILITY
At  the  Distributor's  disposal  8  days  as  of  the date of reception of each
shipment  in  his warehouses to inform the Grantor of any quality failure of the
Products  in  order  to  enable  him,  after  control  thereof,  to  perform the
replacement.

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The  Grantor  undertakes  full  and  complete  liability for all consequences of
damage  that may occur from the use of the Products, except such damages sourced
in  the  Distributor's  mistake  or  non-observation  by  the Distributor of the
Grantor's  instructions,  as  well  as  the  legislation  in  the  Territory  as
applicable,  regarding  the  stocking  and  sale  of  the  Products.
If it comes to the Distributor's attention, directly or indirectly, that the use
of  any  of  the  Products  sold  in  the Territory causes material or corporeal
damages, he is to inform immediately the Grantor and to communicate him all data
that  he  had  collected  in  the  matter.
The  Distributor  undertakes  to  take an insurance covering the risks and torts
derived  from  the operations of reception of the stocks and the delivery of the
Products.

ARTICLE  14:  SUSPENSION  THE  CONTRACT

14.1 SUSPENSION
     The  side  wishing  to  bring the contract to an end shall inform the other
     side by registered letter with receipt of delivery by notice of 6 months in
     advance.

14.2 TERMINATION
     Should  the Distributor breach his obligations as stated above, the present
     contact  shall  be  ended  automatically  by  way of registered letter with
     receipt  of  delivery.
     If  up  to one year the Distributor shall not fulfill his trade objectives,
     the  Grantor  shall  be  entitled to end the present contract in conformity
     with  the  terms  listed  in  art.  14.1  above.
     In  case  of  such termination by the Grantor, the Distributor shall not be
     entitled  to  require  any  indemnity  for the orders passed to the Grantor
     after  the  entry  into force of such termination and shall not be entitled
     otherwise  to  collect  any  indemnity  whatsoever.
     Unless  consented  otherwise  by the Grantor, the present contract shall be
     automatically  null  and avoid in case of legal occurrence or change in the
     management  and/or  control  of  the  Distributor.
     The  Grantor  preserves  the  right  to  stop  completely  or  partly  the
     manufacturing  or  to  stop  the  trading  in the Territory of the Products
     without  the Distributor's complaint of any type or kind whatsoever, nor to
     pretend  for  indemnities  thereof.
     In  case  the present contract shall not be renewed after the initial term,
     the  sides  agree  that  no  right  shall  be  preserved.

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14.3 CONSEQUENCES
     On  the date or date of enforcement of termination of the present contract,
     the  Distributor  undertakes:

     To  transfer free of charge to the Grantor or to any person designed by the
     Grantor  any authorization for trading of the Products in the Territory. To
     return  to  the  Grantor  all  technical  or  commercial  documents  in his
     possession.
     To  stop  immediately  the  use  of  the  Trademark
     The  stocks  of  Products in good condition and suitable for sale, held and
     paid for by the Distributor during the term or on the date of effect of the
     termination  of  the  contract  shall  be taken by the Grantor at the valid
     prices  paid.

ARTICLE  15:  TRANSFER  OF  THE  CONTRACT
The  present  contract,  made  intuiti personae, shall not be transferred to any
third  party  whatsoever  without the Grantor's preliminary written and explicit
consent.

ARTICLE  16:  DISPUTES
All  disputes  regarding  the  interpretation  or  the  implementation  of  the
dispositions  in the present contract and which cannot be solved amicably, shall
be  solved  by  arbitration  in  Paris  (France) according to the regulations on
conciliation  and  arbitrage of the International Chamber of Commerce, by one or
several  arbitrators  nominated  in  conformity  with  the same regulations, the
language of the arbitrage being the French language and the arbitration decision
shall  be  definitive  and  beholding  the  sides.

The  law  of  the  present  contract  is  the  French  law.


For  ENERTEX                          For  GAIA  Converter
Date:  10.11.95                       Date:
Name:  Xxxxx  Xxxx                    Name:  X.  Xxxxxxx
Title:  General  Manager              President,  General  Director
Signature  (-)                        Xxxx  and  signature  (-)

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                              APPENDIX TO CONTRACT
                              --------------------

A.   THE  PRODUCTS
     Standard  Modules  Converters  such  as  defined  in  the datasheets of the
     product  GAIA  Converter  enclosed  to  the  contract.
     Following  models  are  available:
     -     Range  4W   named  MGDM-04
     -     Range  10W  named  MGDM-10
     -     Pre-Regulator  PGDS-50

B.   TERRITORY
     ISRAEL

C.   CLIENTS
     All  kinds  of  clients  and  fields

D.   TERMS  OF  PURCHASE
     Discount  of  20%  on  the sale prices appearing in the catalog for France.
     This  price does not cover packing and port fees and is at factory gate (Ex
     works)
     Products  are  under  GAIA  Converter  guarantee.
     The  terms of Purchase are conditioned by a minimum invoice of 3.000 F. not
     including  tax.

E.   PRICE  OF  SALE  TO  CLIENTS
     The  price  of  sale  for the products to the clients shall be in the local
     currency  of  the  country  and  shall  be  determined  by the Distributor.
     Notwithstanding  GAIA  Converter  shall inform the "recommended sale price"
     based  on  its  price-list  for  sale  in  France.
     This  price  of  sale  to  the  client  in  France is quantity conditioned:
     -  orders  from  1-3  units  of  same  reference:
     -  orders  from  4-9  units  of  same  reference:
     -  orders  from  10-49  units  of  same  reference:
     -  orders  from  50-99  units  of  same  reference:
     -  orders  from  100-199  units  of  same  reference:
     Orders exceeding 200 units are named "OEM". These are dealt with jointly in
     order  to  reach  a  satisfactory  conclusion.


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F.   TERMS  OF  PAYMENT
     Orders  placed  by the Distributor shall be paid by bank transfer within 30
     days  as  of  receipt  of  invoice.


For  ENERTEX                          For  GAIA  Converter
Date:  10.11.95                       Date:
Name:  Xxxxx  Xxxx                    Name:  X.  Xxxxxxx
Title:  General  Manager              President,  General  Director
Signature  (-)                        Xxxx  and  signature  (-)


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                         CONDITIONS OF SALES & WARRANTY

1       General  terms:
1.1     Except  special  written conventions, all orders from the customer shall
comply  with  the  present  general  terms  & conditions of sale and information
contained  in  the  catalogs,  leaflets  are not binding on GAIA Converter. GAIA
reserves  the right to change or modify without notice any of the specifications
of  the  products  in addition our general terms & conditions-shall overrule any
special  conditions  included  in  the  customer's  purchase  order.
1.2     Orders  received  by  our customers doesn't constitute a firm sale order
until  they  have  been  confirmed  and  accepted  in  writing by GAIA Converter
1.3     Gaia  Converter  shall  not  be  bound  to  any  order  taken  by  its
representatives  or employees unless such order has been confirmed in writing by
one  of  its  duly  authorized  representative
2       Quotations:
Unless  indicated  otherwise  quotations  are  valid  for  30  days.
3       Prices:
3.1     All  prices  quoted are fob factory. without taxes and/or import duties,
packing  and  transport  are  not  included  and shall be a separate item on the
invoice.
3.2     Our  products are invoiced at a price based on the current price list at
the  time of order. Our price list is periodically revised and will be disclosed
to  our  customer  upon  request.
4       Payment  Conditions:
4.1     Our  invoices  are  payable,  net  30  days.  Gaia's  representative  or
employees  are  not  authorized  to  collect  payment.
4.2     All  invoice  that  are  not paid when due shall be subject to a penalty
interest  charge  equal  to one and a half time the bank prime rate permitted by
local  regulations  starting  on  the due date of the invoice. The accounting of
this  penalty  in  Gala's  accounting,  book and the resulting obligation by the
customer to pay such amount will be confirmed in writing and shall be applicable
to  any  discount  or  credit  due  by  Gaia  Converter.
4.3     If customer failed to make any payment. Any and all other payment become
immediately  due and Gaia reserves the right to suspend or cancel current orders
if  it  has  not heard from the customer within 8 days after; t has informed the
customer  in  writing by registered mail. Under such condition if Gaia cancel a.
customer's  order,  any  payment  received  will  be  kept  as  compensation
4.4     Cash  payment  or  bank  guaranty maybe required until proper customer's
credit  has  been established or for the first order of the customer or when the
customer's  financial condition deteriorate. Xxxx reserves the right at all time
and  according  to  its  risk  perception  to establish the credit limit of each
customer  and  to  adjust  its  payment  terms.
5       Delivery:

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5.1     Whatever is the destination of our products, the delivery is always done
from  our  factory  or warehouse, either directly to the customer or by a notice
that  those  products  are  available for pick up or when notice is given to the
customers  transport  company  that  goods  are  ready  for  pick  up.
5.2     Delivery  delay are computed from the factory as per the terms indicated
on  our  delivery  slip  that  is  used  as  an  order  acknowledgment.
5.3     Delivery dates are indicated as accurately as possible, but are given as
an  indication,  according  to our suppliers and transport facilities, therefore
any  delivery  delays  shall  not be subject to penalty or order cancellation or
delivery  cancellation.
5.4     Furthermore,  delivery can only take place if customer has fulfilled all
its  current  obligations.
6       Modifications  or  cancellation  of  order:
6.1     If  the customer want to modify the specifications of the product, after
the  order has been processed, GALA reserves the right to changes the prices and
delivery  quoted.
6.2     No  modifications  or  cancellation  of  order  can  be  accepted:
     -  For  special  products,  developed  at  the  request  of  a  customer,
     - For standard products, at less than 7 weeks before the scheduled delivery
     date,.
     -  In  all  other cases a total or partial cancellation can only take place
     upon  GAIA's  written  agreement. A cancellation charge of 35% of the order
     shall  be  due
7       Warranty  &  Compliance:
7.1     Gaia  Converter  reserves  the right to modify the specifications of its
products (characteristics, size, form functions) according to the technological
evolution.  It  the  products  have  already  been ordered, the customer has the
option  to  accept or refuse such modification, in which case, the order will be
cancelled  without  prejudice
7.2     GAIA warrants that all of its products are free from defects in material
or  workmanship  under  normal  use  and  service  for a period of one year from
delivery date. Provided the product has been used according to its normal usage,
and  not  subject  to  misuse  or  accident:
7.3     GAIA's  obligations  under  this  warranty  are  limited to replacing or
repairing,  at our option, at our factory or facility, any of the products which
shall  within  the  applicable  period  after  shipment  be  returned  to  us,
transportation  charges  prepaid, and which are, after examination, disclosed to
the  satisfaction  of  GAIA to be thus defective. The warranty does not apply to
any  products  or equipment which have been repaired or altered, except by GAIA,
or  which  have  been  subjected  to  misuse,  negligence  or accident. Under no
circumstances  shall  Gala's  liability  exceed the original purchase price. The
aforementioned  provisions  do  not  extend  the original warranty period of any
product,  which  has  either  been  repaired  or  replaced  by  GAIA.
7.4     Customer  can  only  claim  warranty  if  he has comply with all payment
conditions.


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7.5     The return of products is subject to authorization, and furthermore will
be  accepted  only  if  the  4  following  conditions  are  met:
     - The exact reason for the return must be indicated on all alleged defected
     product,
     -  The return must be done in the original packing in good condition at the
     customer's  expense,
     -  The  product must not have been tempered with or modify by the customer,
     -  The  product  must  not  be  deteriorated  for  any  reasons.
8       Title  and  Claim:
All  operations  of  transport,  customs,  handling and insurance of the product
outside  of  our  factories  or  stores  are  at  the  expenses and risks of the
customer,  and  he  must  verify  all shipment upon arrival whether freight. was
prepaid  or  not.  We  reserve  the  right  of  invoicing  the  packing.
9       Retention  of  Title:
The  products  shall  remain  our property until payment in made in full. In the
event  when  the delivered products are resold before full payment, all products
of  the  same  type,  delivered  during  the  last 6 months by Xxxx and owned by
customer  could be seized up to a value estimated on the current price list, and
according  the  amount  owed.  In the even the customer is subject to any action
from a third party, he must immediately inform the seller so that he can protect
his  rights.  In  addition,  customer cannot give. as a guaranty property of the
goods.  Should  the  customer  use the goods as collateral, GAIA Converter shall
have.  the  right  to take the goods away from the customer. All amount due then
become  Immediately  payable without further notice. Customer must have a proper
insurance  to  cover  all  risk  related  to  delivered  or said delivered goods
(article  5). The above clauses can be placed In force as soon as any payment is
outstanding.
Retention  of  title  and  collective procedure - the goods being sold under the
clause  of  retention  of title, the ownership transfer can only occur when full
payment  for all goods and accessories have been received. In the event that the
customer  is  subject to a judiciary procedure, he must Inform GAIA Converter by
registered  mail  with  acknowledgement  within  15  days  of  the start of such
procedure,  so that GAIA Converter can claim the goods being part of the company
assets.  Fn  that  respect  the  customer  will make sure that goods can be well
identified  in  his  office  or  warehouse,  or  the  price that they were sold.
Customer  will make due diligence in making sure that the germs of the insurance
contract  are  fully  respected,  following  a  claim that the seller may place.
10       Applicable  laws  -  Jurisdiction:
The  sale:  of  our  products  shall  be regulated exclusively by the French law
whatever  final  the  destination of the product. Any action that may arise that
cannot  be  settle  in a friendly manner by the parties will be submitted to the
_Tribunal  du  Commerce_  located  within  district  were  GAIA  Converter  is
registered.  The  present  clause is stipulated in GAIA Converter's interest and

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only  XXX can decide to renounce it. All actions generated by a sale between the
parties  shall be deemed to expire after 2 years from the date of its inception.

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