I-Tech R&D Limited Partnership - Page 8




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          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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