COMPANY CONFIDENTIAL CONSULTANCY AGREEMENT

Exhibit 10.1

COMPANY CONFIDENTIAL

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

W I T N E S S E T H:

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

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

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

1. Services.

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

(i) to advise and assist the company on management and business development policy and issues; and

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

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

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

(b) It is expressly understood that the Company is not engaging the Consultant to provide legal advice or perform legal services and that the Consultant shall not serve as the Company’s legal advisor or attorney in any capacity. Furthermore the Consultant’s relationship with the Company is as an independent contractor and not as an employee and the parties do not intend to create an employee employer relationship as a result of this Agreement.

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

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

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

(b) Expenses: The Company will pay for any business expenses incurred by the Consultant n the performance of his Consulting services hereunder. The Consultant will be entitled to a cellular phone on account of the Company as well as a Company credit card to be used only in the case of foreign travel for the Company. The Consultant shall travel business class when traveling abroad for the Company.

4. Termination by the Consultant. In the event of the failure in any material way of the Company to fulfill any of its material obligations under this Agreement (hereinafter “Breach”), the Consultant, after furnishing the Company with thirty (30) days prior written notice and the opportunity to cure, shall be entitled to terminate this Agreement (and thus terminate the Term) in the absence of any cure by the Company.

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

6. Company Matters, Restrictive Covenants.

(a) Non-Compete. The Consultant hereby acknowledges and recognizes that the services the Consultant is to render are of a special character with a unique value to the Company, the loss of which cannot adequately be compensated by damages in an action at law. In light of the foregoing, and because of the proprietary or confidential information to be obtained by or disclosed to the Consultant, the Consultant covenants and agrees that during the term of this Agreement and for one year thereafter, he shall not engage in or assist others to engage in any activity which is competitive with the business of the Company or its affiliates.

(b) Confidentiality. The Consultant and the Company shall not disclose to any other Party the terms of this Agreement, without the prior written consent of the Company or as otherwise required by law.

7. Miscellaneous.

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

by any obligations, conditions, warranties or representations with respect to the subject matter of this Agreement, other than as expressly provided in this Agreement or as duly set forth on or subsequent to the date hereof in writing and signed by the proper and duly authorized representative of the Party to be bound hereby. This Agreement is binding on the Consultant and on the Company and their respective successors and assigns (whether by assignment, by operation of law or otherwise).

(b) Severability. The Parties hereby agree that if any particular provision or section of this Agreement is adjudicated to be invalid or unenforceable, the remainder of the provisions and sections of this Agreement shall not thereby be affected and shall be given full effect, without regard to the invalid or unenforceable provisions.

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

Company:		More Energy Ltd.
		00 Xxxxxxx Xxxxxx, X.X. Xxx 000
		Xxxxx, Xxxxxx, 00000
		Facsimile: (03) 632
		Attention: Xxxxxx Xxxxxx, CFO

Consultant:		JSW Consulting Inc.
		x/x 0 Xxxx Xxxxxx Xxxxxx
		Xxxxx, Xxxxxxxxx, Xxxxxx 97234
		Facsimile: (00) 000 0000
		Email: xxxxxx@xxxxxxx.xx.xx

If notice is given by any other written method, it shall be deemed effective when actually received.

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

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

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

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

JSW Consulting Inc
By:	/s/ Xxxxx Xxxxx
Name:		Xxxxx Xxxxx
Title:		President

More Energy Ltd.

By:

/s/ Xxxxxxx Xxxxxxxxxxxx

Name:

Xxxxxxx Xxxxxxxxxxxx

Title:

General Manager

By:

/s/ Xxxxxx Xxxxxx

Name:

Xxxxxx Xxxxxx

Title:

CFO

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COMPANY CONFIDENTIAL CONSULTANCY AGREEMENT

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