- 8 -
for any purpose whatsoever. Both RSI and I-Tech acted as
independent contractors.
On August 3, 1984, WorldTech Israel, Ltd. (WTI),18 State
National Investments, Inc. (WorldTech U.S.),19 and I-Tech entered
into a contract whereby WTI and WorldTech U.S. agreed to provide
management, financial, and consulting services to I-Tech.20
WTI and WorldTech U.S. agreed, in part, to provide the
followings services:
(ii) Supervise the activities of the R&D Companies in
carrying out the R&D Projects, and direct such
work to the extent that * * *[I-Tech] is entitled
to do so; * * *
* * * * * * *
(v) Conduct negotiations on behalf of * * * [I-Tech]
with the R&D Companies and other entities in
connection with the R&D Projects.
* * * * * * *
(vii) Assist * * * [I-Tech] and the R&D Companies
in recruiting qualified personnel in Israel,
the United States, and other countries.
* * * * * * *
(ix) Locate parties that may be suitable for technical
cooperation with the R&D Companies.
(x) Report to * * * [I-Tech] on the activities of the
R&D Companies on a regular basis * * *.
18An Israeli corporation.
19A Delaware corporation.
20Mr. Yaakov had a controlling interest in WTI and WorldTech
U.S.
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