[Translation from Hebrew]
Management Fee Agreement
Entered into and signed in Ramat Gan on February 17, 2010
Now therefore, the parties agree as follows :
By and among::
D. Medical Industries Ltd.
Public Company No. 520041955
7 Jabutinsky St., Ramat Gan
(hereinafter: “ D Medical ”)
On the first side
G- Sense Ltd.
Private Company No. 513593368
3 H’sadna St., Tirat Ha’carmel
(hereinafter: (“ G-Sense ”)
On the second side
Some of D Medical’s employees extend during their current employment certain management services to G-
Sense (hereinafter “ Management Services ”);
G-Sense is interested in receiving from D Medical’s abovementioned employees the Management Services;
D Medical declares that it has the human resources, the knowledge, the experience, the qualifications and the
professional ability in order to extend to G-Sense the Management Services;
D Medical and G-Sense desire to determine the payment for the Management Services;
10. Preamble and Interpretation
The preamble to this agreement constitute an integral part hereof and shall be read in conjunction with its
The headings of the sections in this agreement are for convenience only and shall not be given any weight for
the purpose of interpretation.
No change, amendment, addition or deletion shall be valid after signing of this agreement unless made in
writing and signed by all parties.
Upon signing this agreement, D Medical represents as follows:
Upon signing this agreement, G-Sense represents as follows:
No provision of this agreement derogates from any other provision of this agreement, rather to add thereon,
unless otherwise provided in this agreement.
Any provision or expression in singular shall refer to plural also and vice versa and any masculine shall
include feminine and vice versa and referring to