0001013762-09-000782 Sample Contracts

PIMI AGRO CLEANTECH INC.
Restricted Share Unit • May 5th, 2009 • Pimi Agro Cleantech, Inc. • Delaware
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PERSONAL CONTRACT OF EMPLOYMENT Made and signed on the 27th day of November 2006
Personal Contract of Employment • May 5th, 2009 • Pimi Agro Cleantech, Inc.
UNPROTECTED TENANCY AGREEMENT Made at Kibbutz Alonim this 30th day of December 2008
Unprotected Tenancy Agreement • May 5th, 2009 • Pimi Agro Cleantech, Inc.
PERSONAL CONTRACT OF EMPLOYMENT Made in Ramat Gan on 31st August 2005
Personal Contract • May 5th, 2009 • Pimi Agro Cleantech, Inc.
COMMON STOCK PURCHASE WARRANT To Purchase 145,985 Shares of Common Stock of PIMI AGRO CLEANTECH, INC.
Common Stock Purchase • May 5th, 2009 • Pimi Agro Cleantech, Inc.

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, EARTHBOUND LLC (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on June 15, 2009 (the “Termination Date”) but not thereafter, to subscribe for and purchase from PIMI AGRO CLEANTECH, INC., a Delaware corporation (the “Company”), up to 145,985 shares (the “Warrant Shares”) of Common Stock, par value $.01 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Agreement This Agreement is made on the 11 Day of Novemeber 2005
Agreement • May 5th, 2009 • Pimi Agro Cleantech, Inc.
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 CONSULTANCY & TRAINING LTD, PC...
Agreement • May 5th, 2009 • Pimi Agro Cleantech, Inc.

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.

ADDENDUM TO AGREEMENT Made this _____ day of April 2009
To Agreement • May 5th, 2009 • Pimi Agro Cleantech, Inc.
ADDENDUM TO PERSONAL CONTRACT OF EMPLOYMENT Made in ________________ this _____ day of _____________ 2009
Pimi Agro Cleantech, Inc. • May 5th, 2009

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 -

PERSONAL SERVICE AGREEMENT Made and signed on the 19 day of November 2008
Personal Service Agreement • May 5th, 2009 • Pimi Agro Cleantech, Inc.

The Consideration shall be divided as follows: a total cost to the Company of 2,500 NIS 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.

Exchange Agreement
Exchange Agreement • May 5th, 2009 • Pimi Agro Cleantech, Inc. • New York

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");

AGREEMENT Made in Tel Aviv this 12th day of July 2004
Agreement • May 5th, 2009 • Pimi Agro Cleantech, Inc.
Agreement This Agreement is made on the 11 Day of November 2005
Agreement • May 5th, 2009 • Pimi Agro Cleantech, Inc.
Addendum To Personal Contract Of Employment Of 27th November 2006 Made this _____ day of October _____________ 2008
Pimi Agro Cleantech, Inc. • May 5th, 2009

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;

Letter of Intent dated 20th Day of January 2009
Pimi Agro Cleantech, Inc. • May 5th, 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").

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