UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 10-K/A
 
 
x
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended September 30, 2010
 
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE EXCHANGE ACT
 
For the transition period from _________ to ________
 
Commission File No.   333-147716
 
Blue Sphere Corp.
(FORMERLY JIN JIE CORP.)
(Exact name of registrant as specified in its charter)
 
Nevada
98-0550257
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
 
35 Asuta Street, Even Yehuda, Israel 40500
(Address of principal executive offices)   (zip code)
 
972-9-8917438
(Registrant’s telephone number, including area code)
 
 
 
(Former name, former address and former fiscal year, if changed since last report)
 
Securities registered pursuant to Section 12(g) of the Exchange Act of 1934:  Common
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933.    
 
 Yes  o   No  x
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act of 1934.  

Yes  x  No  o
 
The registrant is a voluntary filer and, as such, is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act of 1934.  Consequently, the level of the registrant’s disclosure may vary from what is required of a mandatory reporting company.
 
 
 
 
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant filed such reports) and (2) has been subject to such filing requirements for the past 90 days.
 
 Yes  x  No  o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
 
Yes  x   No  o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer
o
 
Accelerated filer
o
Non-accelerated filer
o
(Do not check if a smaller reporting company)
Smaller reporting company
x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 
 Yes  o   No  x
 
As of September 30, 2010, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $12,575,988 .

State the number of shares outstanding of each of the issuer’s classes of common equity as of the latest practicable date:   As of September 30, 2010, there were 68,500,000 shares of common stock, par value $0.001 per share, issued and outstanding.
 
 
ii 
 
 
TABLE OF CONTENTS

     
       
 
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Our financial statements are stated in United States dollars (U.S. $) and are prepared in accordance with United States Generally Accepted Accounting Principles (“GAAP”).  In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars.
 
As used in this report, the terms “we”, “us”, “our”, “Blue Sphere” or the “Company” mean Blue Sphere Corp. and its wholly-owned subsidiaries, Eastern Sphere, Ltd. and Blue Sphere USA, Inc., unless the context otherwise requires.
 
Forward Looking Statements
 
This report contains forward-looking statements. Forward-looking statements are projections in respect of future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors including, without limitation, (i) uncertainties regarding our ability to obtain adequate financing on a timely basis including financing for specific projects, (ii) uncertainties regarding the market for and value of carbon credits including carbon credits associated with industrial gases, (iii) political and governmental risks associated with the foreign countries in which we operate, (iv) unanticipated delays associated with project implementation including designing, constructing and equipping projects, as well as delays in obtaining required host country and United Nations approvals, (v) the development stage of our business and (vi) our lack of operating history. Forward looking statements are made based on management’s beliefs, estimates and opinions on the date the statements are made and we undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change.  Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.

 
iii 
 

PART I

Item 1.    Business
 
Overview
 
We are a project integrator for greenhouse gas emission reduction and renewable energy production. We aspire to become a key player in the global carbon reduction and renewable energy market, working with enterprises with high greenhouse gas (“GHG”) emissions or renewable energy potential to reduce such emissions and/or generate renewable energy.  Our business is presently primarily focused on Africa, China, the countries of the former Soviet Union and the United States.  We   seek to generate revenue through sales of what are commonly referred to as “carbon credits,” energy, project development and sale of byproducts.
 
As a project integrator, we seek to partner with owners of landfills, livestock and other animal farms, coal mines, fertilizer factories, heavy industrial concerns and other high volume GHG producers to reduce their level of GHG emissions. Our comprehensive service solution consists of managing the entire process of obtaining eligibility for and receiving carbon credits, selecting the most suitable technology to be applied, arranging project financing, constructing and equipping the project and managing the project for the duration of its revenue-producing life. We are currently focusing on ten projects for which we have signed agreements with the facility owners and which are in various stages of early development. Each of these projects are dependent upon, and will require, an infusion of significant capital, a portion of which, subject to our obtaining additional financing, we anticipate being required to contribute directly.  We anticipate a lead-time of at least six to twelve months from funding before any project becomes operational for emissions reduction or renewable energy generation. For carbon credit projects without any renewable energy component, we anticipate a lead-time of another twelve to twenty four months before we receive any revenue (although such revenue may be back-dated to the date on which the project became operational).  For renewable energy projects, we anticipate receipt of revenue as soon as such projects become operational.  Our interest in any particular project will vary depending on a variety of factors.  Set forth below is a list of the ten projects for which signed agreements:

  China   Ghana   Kazakhstan   Ukraine   Uzbekistan
  ●
1 methane from manure to carbon credit and renewable energy project
●
1 landfill carbon credit project
  ●
1 fertilizer plant carbon credit project
  ●
2 landfill carbon credit and renewable energy projects
  ●
1 fertilizer plant carbon credit project
●
1 landfill and compost carbon credit and renewable energy project
 ● 
1 landfill carbon credit and renewable energy
project
   ●
1 landfill and compost carbon credit and renewable energy project
●
1 waste-to-energy carbon credit and renewable energy project
     

In addition, we are engaged in discussions relating to a range of carbon credit and renewable energy projects in Africa, China and the countries of the former Soviet Union and certain projects in the United States, focusing on methane to electricity and industrial gas projects.
 
Corporate History
 
We were incorporated in Nevada in July 2007 under the name Jin Jie Corp.  Prior to the second quarter of fiscal 2010 we were engaged in the business of developing and promoting automotive internet websites.  That business generated no revenue and an accumulated deficit of approximately $64,000.  During the second quarter of 2010 we changed our business to our current business. In connection with the change, we took the following actions: (i)   effective February 17, 2010, we changed our name to our current name by merging into our company a wholly-owned subsidiary formed for that purpose (ii) effective February 17, 2010, we effected a 35-for-1 forward split of our authorized and issued and outstanding common stock, as a result of which our authorized common stock increased from 50,000,000 shares to 1,750,000,000 shares and our outstanding common stock increased from 1,900,000 shares to 66,500,000 shares, (iii) effective February 26, 2010, certain former shareholders of our company sold an aggregate of 34,800,000 shares of our common stock held by them, representing approximately 38% of our then outstanding stock, to new investors for an aggregate purchase price of $34,800 and (iv) effective March 3, 2010, we entered into employment agreements with Shlomo Palas, our CEO, Eliezer Weinberg, our Chairman and Shmuel Keshet, our COO.  Messrs. Palas, Weinberg and Keshet were each granted two-year time-vested stock options to purchase 8,321,917 shares of common stock, representing 9% of our then outstanding shares, at an exercise price of $.001 per share.
 
On April 8, 2010, we appointed Alex Werber as our Chief Financial Officer.  Mr.Werber serves on a part-time basis. On March 3, 2010, Messrs. Palas and Weinberg were elected as members of our board of directors, with Mr. Weinberg being elected as non-executive Chairman.  In April and May 2010, the remaining management and board members of our company prior to the change of business resigned.  On October 25, 2010, we appointed Mark Radom as our Chief Carbon Officer.  Mr. Radom serves in this capacity on a full-time basis.  We have four full-time employees, our non-executive chairman (who is not an officer of the Company, but has an employment agreement nonetheless), our chief executive officer, our chief operating officer and our chief carbon officer, and four part-time employees – our chief financial officer, an office manager, a book-keeper and a representative in China, who assists us in identifying projects in China.  We have employment agreements with non-executive chairman, our chief executive officer and our chief operating officer and a services agreement with our chief financial officer.  We have no other employment or similar agreements with any of our employees.
 
Strategy

We provide tailored solutions internationally to reduce significantly the more potent greenhouse gas emissions (including, but not limited to, nitrous oxide and methane) and, where economically feasible, generate clean, renewable energy. We expect to generate revenue through sales of carbon credits, sales of thermal and electrical energy, project development and sales of by-products.

We offer potential project partners (e.g., owners of landfills, coal mines, fertilizer factories, farms) a turnkey operation in achieving the emission reduction. We will execute the process needed to make the project eligible for greenhouse gas credits, choose the most suitable technology to be applied, arrange for the financing, and then oversee construction of the project and manage the project for its life.

Initially, our focus has been in countries from the former Soviet Union, China, Ghana and the USA. Outside the U.S., the Company’s greenhouse gas reductions operate under the rubric originally created by the Kyoto Protocol and implemented through the United Nations, the EU, and many national governments.

Payments for these greenhouse gas reductions come principally from the United Nations, national governments, or major corporations buying greenhouse gas credits. In the U.S., payments flow from sales of various state renewable energy credits and from sales of renewable-derived thermal and electrical energy.  Aiming to be distinctive in the “clean, green” market, Blue Sphere intends to:

 
·
provide a one-stop, turn-key solution that is unique in the market today;
 
·
identify and obtain the rights to lucrative projects without incurring material expense;
 
·
deliver seamless and professional project implementation through a combination of its own expertise and the use of third-party experts with a track-record of success;
 
·
be open to the use of any mature and well-known technology and, thus, be able to tailor make cost-efficient and effective solutions for each project;
 
·
leverage its management’s more than 30 years of experience in successful implementation of large and complex projects in the developing world;
 
·
build local and international teams to support each project;
 
·
to obtain political, property, non-performance and insolvency insurance for its projects; and
 
·
although operating in parts of the developing world, to receive almost all of its revenues in euros, renminbi and dollars.
 
 
 
 
 
Material Features of our Concessions (i.e., Rights to Perform Our Projects)

Although we can offer no assurances going forward, to-date, we have structured each of the above-listed projects as a binding option in our favor with our counter-parties granting us rights to implement and participate in such projects subject to our right to suspend performance and/or terminate such agreements, in each case, without prejudice, if at any time, in our reasonable judgement, continuing performance of our obligations becomes economically unattractive.

We have also negotiated control over the implementation of and revenue participations in all of our projects for the entire revenue earning life of such projects.  Under the rules of the Kyoto Protocol, the maximum revenue earning life from receipt of carbon credits is 21 years.  Renewable energy generation and sales are separate from the Kyoto Protocol and may be continued indefinitely.  Accordingly, we anticipate exercising control over and participating in such projects for so long as it remains profitable or beneficial for us to do so.

Competition

There are a number of other companies operating in the carbon credit and renewable energy space.  Such companies range from service or equipment providers, to consultants and managers and to buyers and/or investors.  In contradistinction to the standard market approach in this space (i.e., being a service or equipment provider, a consultant or manager or a buyer or investor), and as referred to above, we seek to provide a one-stop shop, turn-key solution to project owners.  In other words, our business model is to initiate, finance, develop and manage all aspects of project implementation and sales of the project’s carbon credits and/or alternative energy starting from identifying the opportunity and ending with terminating the project’s operations after its revenue-earning life is over (if at all).  We believe that this one-stop shop approach is attractive to project owners and will differentiate us in a positive manner from our competition.

Government Approval

Each of the projects we have signed to-date requires the approval of the relevant governments.  We have received all applicable government approvals in respect of our Uzbekistan landfill/compost project.  We have applied for government approvals in respect of our Ghanaian projects and expect to receive such approvals by the end of the second calendar quarter of 2011.  We expect to apply for approvals for the balance of our non-Kazakhstan projects in calendar 2011 and for our Kazakhstan projects as soon as Kazakhstan becomes eligible to issue carbon credits, which is expected in 2012.  We can offer no assurances that we will receive any approvals, which are still outstanding.

Effect of Existing or Probable Government Regulations on Our Business

Our projects are located in jurisdictions in which there are no government regulations materially affecting our business.  We are not aware of any probable or proposed governmental regulations that, if enacted, will have a material impact on our business.

Costs and Effects of Compliance with Environmental Laws

We are aware of no costs or effects of compliance with environmental laws with respect to our business except for our Ghanaian projects where an environmental impact assessment (“EIA”) is a requirement to receive government approval.  We expect to perform an EIA for each of our Ghanaian projects as part of the preparation of materials we will submit to the United Nations in order to receive carbon credits.  We expect each EIA to cost between $10,000 and $20,000.
 
Item 1A. Risk Factors

As a small reporting company, we are not required to provide the information required by this item.

Item 1B. Unresolved Staff Comments

Not applicable.

Item 2. Properties

Our principal executive office is located at 35 Asuta St. Even Yehuda, Israel 40500, for which we pay the operating expenses but do not pay any rent.  We intend to obtain additional working space for and to be located near our projects as and when the level of activity of such projects warrants such action.  Until such time, we believe that our property is adequate for our current and immediately foreseeable operating needs.

Item 3. Legal Proceedings

As of September 30, 2010, we were not a party to any legal proceedings of any kind.

Item 4. (Removed and Reserved )

 
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PART I I

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Recent Sales of Unregistered Securities
 
On March 3, 2010, we raised $500,000 in gross proceeds from a private placement of 1,000,000 units at a price of $0.50 per unit, each unit consisting of one share of common stock and one share purchase warrant exercisable at a price of $0.50 per warrant for a period of two years from the closing date.
 
On July 13, 2010, we raised an additional $500,000 in gross proceeds from a private placement of 1,000,000 units at a price of $0.50 per unit, each unit consisting of one share of common stock and one two-year warrant to purchase one share of common stock at an exercise price of $0.60 per share.
 
Each of the foregoing transactions was made in non-brokered placements to a non-US person in reliance upon Regulation S under the Securities Act of 1933, as amended.  We received 100% of the amounts raised in cash and are using such amounts to fund our operating and business development expenses.

Market Information
 
Our common stock is quoted on the OTC Bulletin Board under the symbol “BLSP”. The following quotations, which were obtained from siliconinvestor.com, reflect the high and low bids for our common stock for the periods indicated, based on inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions. The first day on which our common stock traded under BLSP was March 16, 2010.  Prior thereto, the name of our company was Jin Jie Corp. and its common stock traded under the symbol JIJE.
 
The high and low bid prices of our common stock for the periods indicated below are as follows:
 
 OTC Bulletin Board (1)
 
Quarter Ended
 
High
   
Low
 
September 30, 2010
 
$
0.47
   
$
0.28
 
June 30, 2010
 
$
1.15
   
$
0.25
 
March 31, 2010
 
$
1.23
   
$
1.11
 
December 31, 2009
 no trades in our stock
September 30, 2009
no trades in our stock
June 30, 2009
no trades in our stock
March 31, 2009
no trades in our stock
December 31, 2008
no trades in our stock
 
(1)
Over-the-counter market quotations reflect inter-dealer prices without retail mark-up, mark-down or commission, and may not represent actual transactions.

Our common stock is issued in registered form. Nevada Agency and Transfer Company 50 West Liberty, Suite 880, Reno, Nevada (telephone 775 322 0626 and facsimile: 775 322 5623) is the registrar and transfer agent for our common stock.
 
Holders
 
On September 30, 2010, the stockholders’ list of our common stock showed 17 registered stockholders and 68,500,000 shares outstanding. On September 30, 2010, the last reported sale price of our common stock on the National Association of Securities Dealers OTC Bulletin Board was $0.33 per share.

Dividends
 
We declared no dividends in the fiscal year ended September 30, 2010 and we do not intend to pay any cash dividends in the foreseeable future. Although there are no restrictions that limit our ability to pay dividends on our Common Stock, we intend to retain future earnings for use in our operations and the expansion of our business.
 
 
3
 

Item 6. Selected Financial Data

As a small reporting company, we are not required to provide the information required by this item.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
OVERVIEW

Summary of Current Operations

Bluesphere has current and potential operations in two areas:  (i) carbon credit projects and (ii) renewable energy generation.

Carbon Credit Projects

We have 10 signed agreements to implement carbon credit projects and are currently evaluating each project to determine its optimal method of implementation, identifying suitable experts to assist us in project implementation and arranging necessary financing.  We are also continuing to pursue and sign new carbon credit projects with high volume potential.

Renewable Energy Generation

Eight of our signed carbon credit project agreements have renewable energy potential and we are separately evaluating non-carbon credit projects or projects with low volumes of carbon credits for renewable energy generation.  As with our carbon credit projects, we are currently evaluating the renewable energy component of each project to determine its optimal method of implementation, identifying suitable experts to assist us in project implementation and arranging necessary financing.  We are also continuing to pursue and sign new projects with renewable energy potential.
 
Seven of our 10 projects are landfill gas projects, of which six have compost and renewable energy possibilities.  One of our projects is a manure-to-energy project.  The remaining two of our projects involve the destruction of nitrous oxide from nitric acid production at fertilizer plants.  With the exception of one project, we are responsible for investing 100% of the project cost and managing the implementation of each project.  Each of the landfill gas projects is expected to cost between $1,500,000 to $3,000,000 for the landfill and/or compost components and another $1,500,000 to $3,000,000 for renewable energy generation.  The manure to energy project is expected to cost us between $16,000,000 and $17,000,000 with the balance (i.e., $12,000,000 to $13,000,000) of the project cost being borne by our counter-party.  The nitrous oxide abatement projects are expected to cost up to $10,000,000 to $12,000,000.  We expect to have more precise estimates after we obtain financing for these projects and conduct more detailed engineering studies of such projects.

In exchange for paying 100% of and managing each project’s implementation, we will have the right to participate in revenue receipt from each project for so long as it produces revenue.  Carbon credit projects receive revenue for up to 21 years.  Renewable energy projects receive revenue for so long as power is produced and sold, which can continue indefinitely so long as there is a reliable source of biomass to generate such power.  We expect to receive adequate biomass volumes for power generation for a minimum of 21 years.  We will seek to extend this supply when the initial term is close to expiring.

In all but one case, we have structured our project rights such that we will receive all revenue until we have been fully reimbursed for our investment and then we share the net profits with the other project participants in an increasing amount as time goes on.  In one of our landfill projects in Ghana, we will receive 89.5% of the revenue until full reimbursement after which we will share the net profits with the other project participants in an increasing amount as time goes on.  In any case, once there is project revenue, which from carbon credits should be approximately two years after the project becomes operational and from renewable energy as soon as power is produced (which we estimate to be one year after full financing for the energy component has been secured), all future expenses relating to our projects will be paid for out of project revenue.

One of our landfill projects and one of our nitrous oxide abatement projects is in Kazakhstan, which is not yet eligible under the rules of the Kyoto Protocol to issue carbon credits.  It is expected, but not certain, that Kazakhstan will become eligible to issue carbon credits in 2012.  In such case, the timing of both our investment and revenue receipt will be delayed a minimum of one year.

We estimate revenue based on today’s price per carbon credit (in each case in Euros and subject to change as the market price per carbon credit fluctuates) from our carbon credit projects as follows:

 
·
landfill gas projects:  from 500,000 to 1,500,000 per annum
 
·
manure-to-energy project:  900,000 per annum
 
·
nitrous oxide abatement projects:  6,000,000 to 8,000,000 per annum

We estimate that, assuming we obtain financing for our projects in 2011, we will receive the first carbon credit revenue in 2013.

We estimate revenue based on today’s prices per unit of renewable energy (in each case translated into U.S. dollars from local currencies and subject to change as the tariff per unit of energy changes) from our renewable energy projects as follows:
 
 
·
renewable energy from landfill projects:  from 750,000 to 1,000,000 per annum
 
·
manure-to-energy project:  2,900,000 per annum

 
4
 
 
Results of Operations

Revenue
 
We have recorded no revenue since inception.
 
General and administrative expenses
 
General and administrative expenses for the year ended September 30, 2010 were $6,192,000, as compared to $18,000 for the year ended September 30, 2009. The increase is primarily attributable to non-cash charges totalling $5,455,000 for stock options and warrants granted to employees in March 2010, project due diligence and implementation expenses of $131,000 relating chiefly to the preparation of project design documents for two of our projects, marketing expenses of $94,000 relating to website development and engagement of a public relations firm, as well as compensation and other expenses associated with the commencement of our GHG emission reduction activities in March 2010.  Legal expenses amounted to $120,000, as compared to $10,000 for year ended September 30, 2009.  The increase is attributable to expenses incurred in connection with the switch in business model from automotive website development to our current business.
 
Net Loss
 
As a result of the above, we incurred a net loss of $6,188,000 year period ended September 30, 2010, as compared to a net loss of $18,000 for the year ended September 30, 2009.  We anticipate losses in future periods.
 
Inflation

Our results of operations have not been affected by inflation and management does not expect that inflation risk would cause material impact on its operations in the future.

Seasonality

Our results of operations are not materially affected by seasonality and we do not expect seasonality to cause any material impact on our operations in the near future.
 
Critical Accounting Policies
 
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires our management to make assumptions, estimates and judgments that affect the amounts reported in the financial statements, including the notes thereto, and related disclosures of commitments and contingencies, if any. We consider our critical accounting policies to be those that require the more significant judgments and estimates in the preparation of financial statements, including the following:

In October 2009, the FASB issued Accounting Standards Update (“ASU”) 2009-13 “Revenue Recognition (ASC Topic 605): Multiple-Deliverable Revenue Arrangements” (“ASU 2009-13”). ASU 2009-13 addresses how to determine whether an arrangement involving multiple deliverables contains more than one unit of accounting and how the arrangement consideration should be allocated among the separate units of accounting. ASU 2009-13 will be effective for fiscal years beginning on or after June 15, 2010 with early adoption permitted. The guidance may be applied retrospectively or prospectively for new or materially modified arrangements. The new standard is not expected to have a material impact on our consolidated financial position, results of operations and cash flows.

In January 2010, the FASB issued ASU No. 2010-06, “Improving Disclosures About Fair Value Measurements,” which provides amendments to ASC 820 “Fair Value Measurements and Disclosures,” including requiring reporting entities to make more robust disclosures about (1) the different classes of assets and liabilities measured at fair value, (2) the valuation techniques and inputs used, (3) the activity in Level 3 fair value measurements including information on purchases, sales, issuances, and settlements on a gross basis and (4) the transfers between Levels 1, 2, and 3.  The standard is effective for interim and annual reporting periods beginning after December 15, 2009, except for Level 3 reconciliation disclosures which are effective for annual periods beginning after December 15, 2010. We do not expect the adoption of this standard to have a material impact on our consolidated financial statements.

On February 24, 2010, the FASB issued ASU 2010-09, which amends ASC 855 to address certain implementation issues related to an entity’s requirement to perform and disclose subsequent-events procedures. The new standard is not expected to have a material impact on our consolidated financial position, results of operations and cash flows.
 
 
5
 
 
Liquidity
 
As of September 30, 2010, we had cash of $355,000, compared to $12,000 as of September 30, 2009. As of September 30, 2010, we had a working capital of $261,000 compared to $5,000 as of September 30, 2009. Management anticipates that existing cash resources, including the proceeds of the equity placements subsequent to September 30, 2010 described below will not be sufficient to fund our planned operations during the next 12 months. We estimate that, in order to fund our continued existence, we will require $1,000,000 in cash over the next 12 months.  This does not include amounts we will have to invest in the implementation of our projects.  Assuming we finance each project with 20% equity and 80% debt, we will require approximately $11,000,000 in additional capital to make equity investments in each of our projects.  There is no assurance that we will be successful in financing our projects with 20% equity and 80% debt (such amounts could be more or less) and, even if successful, there is no assurance that we will raise such capital at all or in a timely manner.

In addition to requiring capital to fund our corporate activities, the capital needs of our project development activities will be significant and will likely require equity investment on our part. As a result, we are seeking to raise additional funds and any meaningful equity financing will likely result in significant dilution to our existing shareholders. There can be no assurance that additional funds will be available on terms acceptable to us, or at all. These conditions raise substantial doubt about our ability to continue to operate as a going concern. The financial statements contained in this report do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.
  
Capital Resources

As at September 30, 2010, we had no commitments for any capital expenditures.  Based on project agreements signed to-date, we anticipate the incurrence of such commitments during the fiscal year ending September 30, 2011.  We expect to fund such commitments partly with equity to be contributed by us and partly with debt to be raised from financial institutions.  In order to make any equity contribution, we will be forced to raise additional funds in the form of an equity investment in us of from external investors.
 
Off-Balance Sheet Arrangements

As at September 30, 2010, we had no off-balance sheet arrangements of any nature.

Market Risk and Contingent Liabilities

The Company is seeking to operate largely in the developing world (such as, e.g., countries in Africa, Central Asia and Southeast Asia), making it susceptible to changes in the economic, political, and social conditions therein. The developing world has experienced political, economic and social uncertainty in recent years, including an economic crisis characterized by increased inflation, high domestic interest rates, in some cases, negative economic growth, reduced consumer purchasing power and high unemployment.  Currently, many of the countries in the developing world where we have projects have been pursuing economic stabilization policies, including the encouragement of foreign trade and investment and other reforms. In the last year, there was an overall improvement in the world (and, consequently, developing world) economic environment. Nevertheless, no assurance can be given that the countries in which we currently or will operate will continue to pursue these policies, that these policies will be successful if pursued or that these policies will not be significantly altered. In case of a decline in the world economy, political or social problems or a reversal of foreign investment policies, it is likely that any such change will have an adverse effect on the Company's results of operations and financial condition. Additionally, inflation may lead to higher wages and salaries for local employees and increases in the cost of materials, which would adversely affect the Company's profitability.

Risks inherent in foreign operations include nationalization, war, terrorism, and other political risks and risks of increases in foreign taxes or changes in U.S. tax treatment of foreign taxes paid and the imposition of foreign government royalties and fees.
 
Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Not applicable.
 
 
6 
 
 
Item 8.  Financial Statements and Supplementary Data
Blue Sphere Corp.

CONSOLIDATED FINANCIAL STATEMENTS
 
AS of September 30, 2010

 
F - 1
 


Blue Sphere Corp.
 
CONSOLIDATED FINANCIAL STATEMENTS
 
AS OF September 30, 2010

TABLE OF CONTENTS

 
 
 
F - 2 
 
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
Blue Sphere Corp. (A Development Stage Company)

We have audited the accompanying consolidated balance sheet of Blue Sphere Corp. and its subsidiary (a development stage company) as of September 30, 2010, and the related consolidated statements of operations, stockholders' equity, and cash flows for the year ended September 2010 and for the period from May 17, 2007 (date of inception) to September 30, 2010. These financial statements are the responsibility of the Company’s Board of Directors and management. Our responsibility is to express an opinion on the financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, based on our audit, such consolidated financial statements present fairly, in all material respects, the financial position of Blue Sphere Corp. and its subsidiary as of September 30, 2010 and  the results of their operations, stockholders' equity and  their cash flows for the year ended September 30, 2010 and for the period from May 17, 2007 (date of inception) to September 30, 2010, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1a to the financial statements, the Company has incurred recurring losses from operations that raises substantial doubt about its ability to continue as a going concern. Management's plans concerning these matters are also described in Note 1a. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
Brightman Almagor Zohar & Co.
Certified Public Accountants
A Member Firm of Deloitte Touche Tohmatsu

Tel Aviv, Israel
December 27, 2010
 
 
F - 3
 
 
Blue Sphere Corp.
(A Development Stage Company)
Consolidated Balance Sheets
(In thousands except share and per share data)

   
September 30
   
September 30
 
   
2010
   
2009
 
             
ASSETS
           
             
CURRENT ASSETS
           
Cash
    355       12  
Other current assets
    24       1  
Total Current Assets
    379       13  
                 
PROPRERTY AND EQUIPMENT, NET
    8       -  
Total Assets
  $ 387     $ 13  
                 
                 
Liabilities and Stockholders’ Equity
               
Current Liabilities
               
Accounts payable
    115       8  
Related Parties
    3       -  
Total Current Liabilities
  $ 118     $ 8  
                 
Stockholders’ Equity
               
Common shares, $0.001 par value; 1,750,000,000 shares authorized;
    -       -  
at September 30, 2010 and September 30, 2009, respectively
               
68,500,000 shares and 66,500,000 shares issued and outstanding
               
shares at September 30, 2010 and September 30, 2009, respectively
    69       2  
Additional paid in capital
    6,452       67  
Deficit accumulated during the development stage
    (6,252 )     (64 )
Total Stockholders’ Equity
    269       5  
                 
Total Liabilities and Stockholders' Equity
  $ 387     $ 13  
 
See accompanying notes to financial statements
 
 
F - 4
 
 
Blue Sphere Corp.
(A Development Stage Company)
Consolidated Statements of Operations
(In thousands except share and per share data)
 
   
 
   
For The Period
from May 17, 2007 (Inception) to
 
   
Year Ended September 30,
   
September 30
 
   
2 0 1 0
   
2 0 0 9
   
2 0 0 9
 
                   
OPERATING EXPENSES
                 
General and administrative expenses*
    6,192       18       6,256  
Financial expenses (income), net
    (4 )     -       (4 )
NET LOSS
  $ 6,188     $ 18     $ 6,252  
                         
Net loss per common share – basic and diluted
  $ 0.09     $ 0.00          
                         
Weighted average number of common shares outstanding during the period – basic and diluted
    67,300,000       66,500,000          

* For the year ended September 30, 2010 - includes $5,455 share-based compensation.

The accompanying notes are an integral part of the condensed consolidated financial statements.

 
F - 5
 
 
Blue Sphere Corp.
Statement of Stockholders' Equity (Deficit)
(In thousands, except share and per share data)
 
   
Common Stock
   
Additional
   
Accumulated
   
Total
Stockholders'
 
   
Shares
   
Amount
   
Paid in Capital
   
Deficit
   
Equity
 
   
2 0 1 0
   
2 0 0 9
   
2 0 1 0
   
2 0 0 9
   
2 0 0 9
 
                               
Common stock issued, July 17, 2007 (date of inception)
    1,900,000     $ 2     $ 67     $ -     $ 69  
                                         
Net loss for the period ended September 30, 2007
    -       -       -       (14 )     (14 )
                                         
Balance, September 30, 2007
    1,900,000       2       67       (14 )     55  
Net loss for the year ended September 30, 2008
    -       -       -       (32 )     (32 )
                                         
Balance, September 30, 2008
    1,900,000       2       67       (46 )     23  
                                         
Net loss for the year ended September 30, 2009
    -       -       -       (18 )     (18 )
                                         
Balance, September 30, 2009
    1,900,000       2       67       (64 )     5  
                                         
Share split of 35:1
    64,600,000       65       (65 )     -       -  
                                         
Proceeds from common stock issued net of direct offering expenses
    2,000,000       2       995       -       997  
                                         
Share based compensation
    -       -       5,455       -       5,455  
                                         
Net loss for the year ended September 30, 2010
    -       -       -       (6,188 )     (6,188 )
                                         
Balance, September 30, 2010
    68,500,000     $ 69     $ 6,452     $ (6,252 )    $ 269  

The accompanying notes are an integral part of the condensed consolidated financial statements.
 
 
F - 6
 
 
Blue Sphere Corp.
(A Development Stage Company)
Consolidated Statements of Cash Flows
(In thousands except share and per share data)
 
       
 
 
For the Year Ended
September 30,
   
For the Period
from July 17, 2007(Inception)
to September 30,
 
   
2 0 1 0
   
2 0 0 9
   
2 0 1 0
 
CASH FLOW – OPERATING ACTIVITIES
                 
                   
Net loss
  $ (6,188 )    $ (18 )    $ (6,252 )
Adjustments required to reconcile net loss to net cash used in operating activities:
                       
                         
          Share based compensation expenses
    5,455       -       5,455  
          Decrease (increase) in other current assets
    (23 )     3       (24 )
          Increase (decrease) in accounts payables
    107       4       115  
          Increase in related parties
    3       -       3  
          Net cash used on operating activities
    (646 )     (11 )     (703 )
                         
CASH FLOWS FROM INVESTING ACTIVITIES
                       
Increase in property and Equipment
    (8 )     -       (8 )
      (8 )     -       (8 )
CASH FLOWS FROM FINANCING ACTIVITIES
                       
          Proceeds from stock issued for cash
    997       -       1,066  
          Net cash provided by financing activities
    997       -       1,066  
                         
Net increase (decrease) in cash
    343       (11 )     355  
                         
Cash - beginning of year/period
    12       23       -  
                         
Cash - end of year/period
  $ 355     $ 12     $ 355  

 
F - 7
 
 
Blue Sphere Corp.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES:
 
 
a.
Going concern considerations

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As of September 30, 2010, the Company had approximately $355 thousand in cash, approximately $261 thousand in working capital, a stockholders’ equity of approximately $269 thousand and an accumulated deficit of approximately $6,252 thousand. Management anticipates that their business will require substantial additional investments that have not yet been secured. The Company anticipates that the existing cash will not be sufficient to continue its operations through the next 12 months. Management is continuing in the process of fund raising in the private equity markets as the Company will need to finance future activities and general and administrative expenses. These conditions raise substantial doubt about the Company's ability to continue as a going concern.

These financial statements do not include any adjustments that may be necessary should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is dependent on its ability to obtain additional financing as may be required and ultimately to attain profitability.

 
b.
General
 
The Company was incorporated in the state of Nevada on July 17, 2007 and was in the business of developing and promoting automotive internet sites. During the second quarter the management of the Company decided to change its business focus to that of Greenhouse Gas (GHG) emission reduction, The Company seeks to generate revenue through sales of carbon credits, energy generation, project development and sale of byproducts.

The Company offers potential partners (owners of: landfills, coal mines, fertilizer factories, etc) a kind of turnkey operation in dealing with the emission reduction. The Company's service consists of:  executing the process needed in order to make the project eligible for carbon credits, choosing the most suitable technology to be applied, arranging for the financing, constructing and managing the project for its life. We operate primarily in countries from the former Soviet Union, China and the USA.

 
F - 8
 
 
Blue Sphere Corp.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (continued):
 
 
c.
Functional Currency

The currency of the primary economic environment in which the operations of the Company are conducted is the U.S dollar (“$” or “dollar").

Most of the Company’s expenses are incurred in dollars. Most of the Company’s external financing is in dollars. The Company holds most of its cash and cash equivalents in dollars. Thus, the functional currency of the Company is the dollar.
 
Since the dollar is the primary currency in the economic environment in which the Company operates, monetary accounts maintained in currencies other than the dollar are re-measured using the representative foreign exchange rate at the balance sheet date. Operational accounts and non-monetary balance sheet accounts are measured and recorded at the rate in effect at the date of transaction. The effects of foreign currency re-measurement are reported in current operations (as “financial expenses - net) and have not been material to date.

 
d.
Principles of consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Eastern Sphere, Ltd.
Inter-company balances and transactions have been eliminated upon consolidation.

 
e.
Cash equivalents

Cash equivalents are short-term highly liquid investments which include short term bank deposit (up to three months from date of deposit), that are not restricted as to withdrawals or use that are readily convertible to cash with maturities of three months or less as of the date acquired.

 
f.
Property, plant and equipment

Property, plant and equipment are stated at cost, less accumulated depreciation. Assets are depreciated using the straight-line method over their estimated useful lives.
Computers, software and electronic equipment are depreciated over three years. Tools and equipment are depreciated over five years. Furniture is depreciated over fourteen years.

 
g.
Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results may differ from those estimates.

 
F - 9
 
 
Blue Sphere Corp.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (continued) :

 
h.
Share-based payments

The Company accounts for awards classified as equity awards using the grant-date fair value method. The fair value of share-based payment transactions is recognized as expense over the requisite service period, net of estimated forfeitures.

 
i.
Loss per share

 
Net loss per share, basic and diluted, is computed on the basis of the net loss for the period divided by the weighted average number of common shares outstanding during the period. Diluted net loss per share is based upon the weighted average number of common shares and of common shares equivalents outstanding when dilutive. Common shares equivalents include: (i) outstanding stock options under the Company’s Long-Term Incentive Plan and warrants which are included under the treasury share method when dilutive, and (ii) Common shares to be issued under the assumed conversion of the Company’s outstanding convertible debentures, which are included under the if-converted method when dilutive. The computation of diluted net loss per share for the years ended September 30, 2010, and 2009, does not include common share equivalents, since such inclusion would be anti-dilutive.

 
j.
Deferred income taxes
 
Deferred taxes are determined utilizing the asset and liability method based on the estimated future tax effects of differences between the financial accounting and tax bases of assets and liabilities under the applicable tax laws. Deferred tax balances are computed using the tax rates expected to be in effect when those differences reverse. A valuation allowance in respect of deferred tax assets is provided if, based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company has provided a full valuation allowance with respect to its deferred tax assets.

 
k.
Comprehensive loss

The Company has no component of comprehensive income loss other than net loss.

 
F - 10
 

Blue Sphere Corp.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (continued) :
 
 
l.
Newly issued accounting pronouncements:

In October 2009, the FASB issued Accounting Standards Update (“ASU”) 2009-13 “Revenue Recognition (ASC Topic 605): Multiple-Deliverable Revenue Arrangements” (“ASU 2009-13”). ASU 2009-13 addresses how to determine whether an arrangement involving multiple deliverables contains more than one unit of accounting and how the arrangement consideration should be allocated among the separate units of accounting. ASU 2009-13 will be effective for fiscal years beginning on or after June 15, 2010 with early adoption permitted. The guidance may be applied retrospectively or prospectively for new or materially modified arrangements. The new standard is not expected to have a material impact on our consolidated financial position, results of operations and cash flows.

In January 2010, the FASB issued ASU No. 2010-06, “Improving Disclosures About Fair Value Measurements,” which provides amendments to ASC 820 “Fair Value Measurements and Disclosures,” including requiring reporting entities to make more robust disclosures about (1) the different classes of assets and liabilities measured at fair value, (2) the valuation techniques and inputs used, (3) the activity in Level 3 fair value measurements including information on purchases, sales, issuances, and settlements on a gross basis and (4) the transfers between Levels 1, 2, and 3.  The standard is effective for interim and annual reporting periods beginning after December 15, 2009, except for Level 3 reconciliation disclosures which are effective for annual periods beginning after December 15, 2010. We do not expect the adoption of this standard to have a material impact on our consolidated financial statements.

On February 24, 2010, the FASB issued ASU 2010-09, which amends ASC 855 to address certain implementation issues related to an entity’s requirement to perform and disclose subsequent-events procedures. The new standard is not expected to have a material impact on our consolidated financial position, results of operations and cash flows.

NOTE 2  -   RELATED PARTY TRANSACTIONS

On March 3, 2010, the Company entered into employment agreements with Eliezer Weinberg the Company Chairman of the Board, Shlomo Palas the Company’s CEO and Shmuel Keshet the Company’s COO for a term of two years. The officers receive monthly remuneration at a gross rate of USD$10,000. The remuneration will increase to a gross monthly rate of USD$15,000 upon the completion of outsourced technical project reports (“PDDs”) for two projects. Each officer was granted stock options to acquire 8,321,917 or nine percent (9%) of common stock in the capital of the Company, exercisable at a par value (see note 7).

The officers  and  directors  of the Company are  involved  in other  business activities  and  may,  in  the future, become involved  in other business opportunities  that  become available.
 
 
F - 11
 
 
Blue Sphere Corp.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
NOTE 3   -    SHARE CAPITAL:

Common shares

The Company's shares are traded on the Over-The-Counter Bulletin Board.

Common stock confers on its investors the right to receive notice to participate and vote in general meetings of the Company, the right to a share in the excess of assets upon liquidation of the Company, and the right to receive dividends, if declared.

On March 3, the Company issued on a Private Placement Subscription Agreement of 1,000,000 units at a price of $0.50 per unit each unit consisting of one share of common stock and one two-year warrant to purchase one share of common stock at an exercise price of $0.50 per share. The gross proceeds in the amount of $500,000 have been received.

On July 13, 2010 the Company issued on a Private Placement Subscription Agreement of 1,000,000 units at a price of $0.50 per unit each unit consisting of one share of common stock and one two-year warrant to purchase one share of common stock at an exercise price of $0.60 per share. The gross proceeds in the amount of $500,000 have been received.
 
NOTE 4   -   STOCK OPTIONS:

The 2010 share option plan was established On March 3, 2010.

Options to Directors and Employees:

On March 3, 2010, the Board of Directors of the Company granted of 24,965,751 options to three officers of the Company, exercisable for two years at exercise prices of $0.001 per share, to be vested by the end of each three month from the date of employment agreement signed on May 14, 2010.

The fair value of the stock options grants was estimated using the Black-Schooled option valuation model that used the following assumptions:

 
%
Risk free interest
3.75%
Dividend yields
0
Volatility
177%
Expected term (in years)
2

The fair value of the options granted above using the Black-Scholes model is $0.75 per option.

 
F - 12
 
 
Blue Sphere Corp.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
NOTE 4 -   STOCK OPTIONS (continued) :
 
A summary of the status of the stock options granted to employees and directors as of September 30, 2010, and changes during the year ended on those dates, is presented below:
 
   
2010
 
         
Weighted
 
   
Number
   
average
 
   
of
   
exercise
 
   
options
   
price
 
            $  
               
Options outstanding at beginning of year
    -          
Changes during the year:
               
Granted - at an exercise price above market price
    24,965,751       0.001  
Options outstanding at end of year
    24,965,751       0.001  
Options exercisable at end of year
    7,281,677          
Weighted average fair value of options granted during the year
  $ 0.001          

Costs incurred in respect of stock based compensation for employees and directors, for the year ended September 30, 2010 were $5,455 thousand.

The following table presents summary information concerning the options outstanding as of September 30, 2010:
 
         
Weighted
           
         
Average
 
Weighted
   
Aggregate
intrinsic
value
(in thousands)
 
Range of
       
Remaining
 
average
 
exercise
 
Number
   
Contractual
 
exercise
 
prices
 
outstanding
   
Life
 
price
 
 $        
Years
    $       $  
0.001
 
24,965,751
   
1.33
    0.001       8,214  

 
F - 13
 
 
Blue Sphere Corp.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 -  STOCK OPTIONS (continued) :

The following table presents summary information concerning the options exercisable as of September 30, 2010:

       
Weighted
           
       
Average
 
Weighted
    Aggregate  
Range of
     
Remaining
 
average
   
intrinsic
value
(in thousands)
 
exercise
 
Number
 
Contractual
 
exercise
 
prices
 
exercisable
 
Life
 
price
 
  $        
Years
    $       $  
0.001
    7,281,677  
1.33
    0.001       2,396  
 
NOTE 5   -   INCOME TAXES:
 
US resident companies are taxed on their worldwide income for corporate income tax purposes at a statutory rate of 35%. No further taxes are payable on this profit unless that profit is distributed. If certain conditions are met, income derived from foreign subsidiaries is tax exempt in the US under applicable tax treaties to avoid double taxation.
 
The income of the company's Israeli subsidiary is taxed through 2010 at the rate of 25%. In July 2009, an amendment to the Income Tax Ordinance (No. 171) was passed by the "Knesset" (Israeli parliament), according to which the corporate tax rate is to be progressively reduced to the following tax rates: 2011 - 24%, 2012 - 23%, 2013 - 22%, 2014 - 21%, 2015 - 20%, 2016 and thereafter - 18%.

The Company accounts for income taxes using the liability method, which requires the determination of deferred tax assets and liabilities based on the differences between the financial and tax bases of assets and liabilities using enacted tax rates in effect for the year in which differences are expected to reverse.  Deferred tax assets are adjusted by a valuation allowance, if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

Deferred income taxes reflect the net effects of temporary differences between the amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The breakdown of the deferred tax asset as of September 30 and 2009 is as follows:

   
2010
   
2009
 
Deferred tax assets:
           
Net operating loss carry-forward
  $ 225     $ 22  
Valuation allowance
    (225 )     (22 )
    $ 0     $ 0  

A valuation allowance is provided when it is more likely than not that some portion of the deferred tax asset will not be realized. Management has determined, based on its recurring net losses, lack of a commercially viable product and limitations under current tax rules, that a full valuation allowance is appropriate.

 
F - 14
 
 
Blue Sphere Corp.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 – INCOME TAXES (continued) :
   
U.S dollars
in thousands
 
Valuation allowance, September 30, 2009
  $ 22  
Increase
    203  
Valuation allowance, September 30, 2010
  $ 225  
 
Carry forward losses of the Israeli subsidiary are approximately $320 thousand at September 30, 2010.

NOTE 6 - NET LOSS PER SHARE DATA

The shares issuable upon the exercise of options, and conversion of convertible debentures and warrants, which have been excluded from the diluted per share amounts because their effect would have been anti-dilutive, include the following:

   
September 30, 2010
 
Options:
 
 
 
Weighted average number, in thousands
    24,966  
Weighted average exercise price
  $ 0.001  
 
 
F - 15
 
 
Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, including our chief executive officer and chief financial officer, has evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2010.  Based on such review, our chief executive officer and chief financial officer have determined that in light of their conclusion with respect to the effectiveness of our internal control over our financial reporting as of such date, we did not have in place effective controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure, and is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms.

Our management, under the supervision of our chief executive officer and chief financial officer, is responsible for establishing and maintaining adequate internal control over our financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act of 1934. The Company’s internal control over financial reporting is defined as a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes policies and procedures that:

 
o
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and asset dispositions;

 
o
provide reasonable assurance that transactions are recorded as necessary to permit the preparation of our financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

 
o
provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on our financial statements.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we evaluated the effectiveness of our internal control over financial reporting as of September 30, 2010 based on the framework for Internal Control-Integrated Framework set forth by The Committee of Sponsoring Organizations of the Treadway Commission. Due to the inherent limitations of our company, derived from our small size and the small number of employees, management’s evaluation concluded that there is a material weakness with respect to segregation of duties that may not provide reasonable assurance regarding the reliability of internal control over financial reporting and may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 
7
 
 
Based on this evaluation, our management concluded that the Company’s internal controls over financial reporting were not effective as of September 30, 2010.  Our management is working on and expects to develop such controls during the three-month period ending March 30, 2011.
 
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Commission that permit us to provide only management’s report in this Annual report.

There were no changes in our internal controls over financial reporting identified with the evaluation thereof that occurred during the quarter ended September 30, 2010, that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

Item 9B.  Other Information

Not applicable.

Part III

Item 10.  Directors, Executive Officers and Corporate Governance
 
Eli Weinberg has been our Chairman of the Board of Directors since March 2010. Aside from his position with Blue Sphere, Mr. Weinberg is member of the board of three other private companies that are not related to Blue Sphere, including Green Biofuels Holdings Ltd., Liraz and Wapis Business Development Ltd.. Mr. Weinberg is an expert in the clean-tech sector and was Chairman of the environment desk at the Israeli Chamber of Commerce. Mr. Weinberg has managed several organizations, each a leader in its field. Previous positions include CEO of Delta Galil Europe, Managing Director of Delta Socks, CEO of Amnir Recycling Industries (the leading Israeli company in the environmental field), CEO of Tradetex International and CFO of Scitex Europe.   Mr. Weinberg has established the largest commercial algae farm in China together with one of China’s largest electrical utilities.  He has also developed and is operating a biodiesel production facility in China.
 
Shlomo Palas became our chief executive officer and director since March 3, 2010 .   Mr. Palas is a highly experienced entrepreneur who has held executive positions at a number of leading Israeli firms. He was a senior consultant with Mitzuv, a leading management consulting firm. For the past four years, Mr. Palas has specialized in the renewable and clean tech industries. He has gained significant experience in renewable and clean tech manufacturing, off-take contracts with leading petrol companies, legal/financial structuring, and fundraising for these industries. He has also developed a large network in private and government sectors in many cities across China.   Mr. Palas served as chief executive officer of Becco Biofuels China Ltd., which was a company active in the biofuel industry.   Mr. Palas has established the largest commercial algae farm in China together with one of China’s largest electrical utilities.  He has also developed and is operating a biodiesel production facility in China.
 
Shmuel Keshet became our chief operating officer on March 3, 2010.   Dr. Keshet is an expert in agriculture engineering, water usage, irrigation, agriculture, agricultural engineering and desalination. He has served as CEO and Managing Director of companies in Israel, Africa and Asia, Managing Director of Plassim Irrigation Systems, one of the leading companies in irrigation, and managing director at Netafim Thailand and Dizingoff Ghana and Agridev, Agricultural Development Company (International) Ltd., all leaders in agricultural and water project development and implementation in developing countries. He has also served as director of Harvest Dragon Ltd. Hong Kong and Green Biofuels Holdings, Ltd. (Israel) and general manager and director of Harvest Dragon Tianjin China.  He has more than 30 years experience in project implementation in Africa and The Far East. He received his Doctorate degree in Water Resources and a B.Sc. degree in Agricultural Engineering majoring Soil & Water from the Technion, Israel Institute of Technology. Mr. Keshet has established the largest commercial algae farm in China together with one of China’s largest electrical utilities.  He has also developed and is operating a biodiesel production facility in China.

Alex Werber was appointed as Chief Financial Officer on March 18, 2010. Mr. Werber is Chief Financial Officer of Global Energy Inc. and Forum Tel Inc. Mr, Werber has worked as a financial services consultant where he has provided a wide range of outsourced financial services. In addition, since September 2000 till March 2007, Mr. Werber has served as the Audit Committee Chairman of the Board of Directors of Crow Technologies Ltd., a manufacturer of security products. From October 2001 to August 2002, Mr. Werber was the Chief Financial Officer of CTMotion Ltd. a developer and deplorer of mobile internet and location-based services. In addtion, Mr. Werber served as a business developer for Nokrom Technologies, which specializes in retain financial services, insurance and telecommunications sectors. From November 1996 to March 2000, Mr. Werber served as the Vice President of Finance for Vcon Telecommunications, a developer and manufacturer of video conferencing systems. Mr. Werber is a Certified Public Accountant and received his Bachelor of Arts in Economics and Accountancy from Tel Aviv University and did his post-graduate study in Accounting at Tel Aviv University.

 
8
 
 
Mark Radom became our chief carbon officer on October 25, 2010.  Mr. Radom has extensive experience in the carbon and renewable energy sector. He was legal counsel for a number of carbon and ecological project developers and was responsible for structuring joint ventures and advising on developing projects through the CDM/JI registration cycle and emission reduction purchase agreements. He advised aviation companies on the inclusion of aviation in the third phase of the EU ETS and was an executive of a European-based developer and integrator of carbon and ecological projects. Mr. Radom has experience in identifying and implementing promising industrial gas (N2O and SF6), methane (landfill, compost, coal mine, waste water and associated gas), fuel switch (from diesel to natural gas) and a range of renewable energy projects (wind, solar and biogas to energy).  Mr. Radom has assisted in the preparation of project design documents and has prepared complex projects for validation. Prior to this, he worked on Wall Street and in the City of London as a US securities and capital markets lawyer where he represented sovereigns, global investment banks and fortune 500 companies across a broad range of capital raising and corporate transactions. He is a graduate of Duke University and Brooklyn Law School. Mr. Radom is admitted to practice law in New York and New Jersey and speaks fluent Russian.  
 
  
 
Position Held
 
Date First Elected or Appointed
Eli Weinberg
 
Chairman of the Board
 
March 3, 2010
Shlomo Palas
 
Chief Executive Officer
 
March 3, 2010
Shmuel Keshet
 
Chief Operating Officer
 
March 3, 2010
Alex Warber
 
Chief Financial Officer
 
March 18, 2010
Mark Radom
 
Chief Carbon Officer
  
October 25, 2010
 
Each of Mssrs. Weinberg, Palas and Keshet is contractually obligated to devote no less than 75% of their respective time toward the development of the Company.  In practice, and since Bluesphere is a new company, Mssrs. Weinberg, Palas and Keshet are devoting substantially all of their time to Bluesphere.  Their other business ventures are mature (as opposed to Bluesphere) and are run on a day-to-day basis by local managers and employees and, thus, do not require material amounts of time on the part of Mssrs. Weinberg, Palas and Keshet.
 
Significant Employees

We do not currently have any other significant employees aside from the named executive officers (as defined under the caption “Executive Compensation” in Item 10 of this report).

Family Relationships

Not applicable.

Involvement in Certain Legal Proceedings

Our directors, executive officers and control persons have not been involved in any of the following events during the past ten years:
 
(1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

(2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

(3) being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and

(4) being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Committees

The company does not currently have a standing audit, nominating or compensation committee of the board of directors, or any committee performing similar functions. The company's board of directors currently performs the functions of audit, nominating and compensation committees.  

 
9
 

Item 11. Executive Compensation

The table set forth below summarizes the annual and long-term compensation for services payable to our executive officers during the fiscal years ended September 30, 2010:

Summary Compensation
 
SUMMARY COMPENSATION TABLE
 
Name And
 Principal
 Position
Year
Salary
 ($)
Bonus
 ($)
Stock
 Awards
 ($)
Option
 Awards
 ($)
Non-Equity
 Incentive
 Plan
 Compensation
 ($)
Nonqualified
 Deferred
 Compensation
 Earnings
 ($)
All other
 Compensation
Total
 ($)
                   
Shlomo Palas
     
 
         
CEO and Director(1)
 
2010
 
70,000
   
Nil
 
Nil
   
1,818,262
1
Nil
   
Nil
 
Nil
1,888,262
                                         
Alex Werber
CFO
 
2010
 
12,000
   
Nil
 
Nil
   
Nil
 
Nil
   
Nil
 
Nil
12,000
                                         
Eli Weinberg
Chairman of the Board
 
2010
 
70,000
   
Nil
 
Nil
   
1,818,262
 
Nil
   
Nil
 
Nil
1,888,262
                                         
Shmuel Keshet
COO (1)
 
2010
 
70,000
   
Nil
 
Nil
   
1,818,262
1
Nil
   
Nil
 
Nil
1,888,262
 
(1)
On March 3, 2010 the date of employment, we granted to each of Mr. Palas,, Mr. Weinberg and Mr. Keshet 8,321,917 stock options each  exercisable at a par value, for two years period to be vested by the end of each three month from the date of employment agreement.
 
 
10
 
 
Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers .
 
Outstanding Equity Awards at Fiscal Year-End
 
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
 
Name
 
Number of
 Securities
 Underlying
 Unexercised
 Options
 (#)
 Exercisable
 
Number of
 Securities
 Underlying
 Unexercised
 Options
 (#)
 Unexercisable
 
Equity
 Incentive
 Plan
 Awards:
 Number of
 Securities
 Underlying
 Unexercised
 Unearned
 Options
 (#)
 
Option
 Exercise
 Price
 ($)
   
Option
 Expiration
 Date
 
Number
 of Shares
 or Units
 of Stock
 That
 Have Not
 Vested
 ($)
Market
 Value
 of
 Shares
 or Units
 of Stock
 That
 Have
 Not
 Vested
 ($)
Equity
 Incentive
 Plan
 Awards:
 Number
 of
 Unearned
 Shares,
 Units or
 Other
 Rights
 That
 Have Not
 Vested
 (#)
Equity
 Incentive
 Plan
 Awards:
 Market or
 Payout
 Value of
 Unearned
 Shares,
 Units or
 Other
 Rights That
 Have Not
 Vested
 (#)
                                 
Shlomo Palas
                               
CEO and Director
    7,281,677     17,684,074  
Nil 
  $ 0.001       May 13, 2012  
Nil 
Nil 
Nil 
Nil 
                                         
Eli Weinberg
                                     
Chairman of the Board
    7,281,677     17,684,074  
Nil 
  $ 0.001       May 13, 2012  
Nil 
Nil 
Nil 
Nil 
     
Smuel Keshet
COO
    7,281,677     17,684,074  
Nil 
  $ 0.001    
May 13, 2012
 
Nil 
Nil 
Nil 
Nil 
 
On March 3, 2010, the Board of Directors authorized the adoption of a global share and option plan for the company (the “Global Share and Option Plan”).  Pursuant to the Global Share and Option Plan, current awardees of options under such plan are restricted from exercising such options until March 2012.
 
 
11
 
 
Option/ SAR Grants
 
Other than the option grants to Mssrs. Weinberg, Palas and Keshet, there were no grants of options or grant of restricted stock to executive officers or employees in 2010.

Aggregated Option/ SAR Exercises in Last Fiscal Year and Fiscal Year-End Option/ SAR Values
 
No stock options were exercised by the named executive officers in 2010.
 
Long-Term Incentive Plan
 
There were no awards made to the executive officers in 2010.
 
Directors’ Compensation
 
The directors currently receive no compensation for acting as directors. 
 
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Principal Stockholders

The following table sets forth, as of September 30, 2010, certain information with respect to the beneficial ownership of our common stock by each stockholder known by us to be the beneficial owner of more than 5% of our common stock and by each of our current directors and executive officers. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.
 
       
Percentage
 
Amount
   
of
 
of Common Shares
   
Class (3)
Name and Address of Beneficial Owner
       
5% Shareholders
       
Rachmani, Amir    NO 19 Shamai St Jerusalem 91020 Israel (1)
    31,450,000       31.8 %
Directors and Executive Officers (2)
               
Eli Weinberg
    10,130,315       10.2 %
Shlomo Palas
    10,130,315       10.2 %
Shmuel Keshet
    10,130,315       10.2 %
                 
All Directors and Executive Officers as a Group (5 Persons)
            30.6 %
 
(1)
Amir Rachmani holds shares on behalf of 17 unaffiliated investors.
 
(2)
Each of our directors and executive officers may be reached at 35 Asuta Street, Even Yehuda, Israel 40500.
 
(3)
Based on 68,500,000 shares of common stock outstanding as at September 30, 2010. Except as otherwise indicated, we believe that the beneficial owners of the common stock listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of common stock subject to options or warrants currently exercisable, or exercisable within 60 days, are deemed outstanding for purposes of computing the percentage ownership of the person holding such option or warrants, but are not deemed outstanding for purposes of computing the percentage ownership of any other person.
 
 
12
 
 
Equity Compensation Plan Information

We have not established any global equity compensation plans .

Changes in Control

We are unaware of any contract or other arrangement the operation of which may at a subsequent date result in a change of control of our company.

Item 13.   Certain Relationships, Related Transactions and Director Independence

There were no related party transactions, other than salaries and fees paid to officers of the Company.

Item 14.  Principal Accounting Fees and Services

The following is a summary of the fees billed to the Company by the auditors for professional services rendered to our company for the fiscal year ended September 30, 2010:

   
2010
 
Audit Fees
  $    
Audit Related Fees
    40,000  
Tax Fees
    3,750  
Total Fees
    43,750  

The Company does not have an audit committee and, as such, has not reviewed, considered or otherwise approved any such fees.
 
Item 15.  Exhibits, Financial Statement Schedules
 
No.
Description
3.1
Articles of Incorporation
3.2
Articles of Merger
3.3
Certificate of Change
10.1
Carbon Credit Project Contract Acquisition Agreement
10.2
Termination Agreement
10.3
Global Share Incentive Plan (2010)
10.4
Eil Weinberg Employment Agreement
10.5
Shomo Palas Employment Agreement
10.6
Shmuel Keshet Employment Agreement
10.7
Alex Werber Services Agreement
10.8
Amendment to Eli Weinberg Employment Agreement
10.9
Amendment to Shlomo Palas Employment Agreement
10.10
Amendment to Shmuel Keshet Employment Agreement
31.1
Rule 13a–14(a)/15d–14(a) Certifications (ii) Rule 13a–14/15d–14 Certification Chief Executive Officer
31.2
Rule 13a–14(a)/15d–14(a) Certifications (ii) Rule 13a–14/15d–14 Certification Chief Financial Officer
32.1
Section 1350 Certification Chief Executive Officer
32.2
Section 1350 Certification Chief Financial Officer
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
BLUE SPHERE CORP.
 
By :   /s/ Eli Weinberg
Chairman of the Board of Directors
(Director)
Date:  March 9, 2011

By :  /s/ Shlomi  Palas
President, Chief Executive Officer, Secretary and Director
(Principal Executive Officer)
Date:  March 9, 2011
 
By:   /s/ Alex Werber
Chief Financial Officer and Treasurer
(Principal Accounting Officer and Principal Financial Officer)
Date:  March 9, 2011
 
13
Exhibit 3.1
 

 
 
 
USE BLACK INK ONLY - DO NOT HIGHLIGHT
ABOVE SPACE IS FOR OFFICE USE ONLY

1.
Name of Corporation:
Jin Jie Corp
2.
Resident Agent Name and Street Address:
(must be a Nevada address where process may be served )
Business Filings Incorporated
     
Name
     
6100 Neil Road, Suite 500,
Reno
Nevada
 89511
(MANDATORY) Physical Street Address
City
 
Zip Code
 
 
 
 
   
(OPTIONAL) Mailing Address
City
State
Zip Code
3.
Shares:
(number of shares corporation is authorized to issue)
Number of shares
with par vaue:
50,000,000
Par value
per share:
$0.001
Number of shares
without par value:
   
4.
Names & Adresses of the Board of Directors/Trustees:
(each Director/Trustee must be a natural person at least 18 years of age: attach additional page if more than 3 directors/trustees)
1. Ka Lai Lai
     
Name
     
409 - 4th Floor  Tusi King House, choi Hung Estate
Hong Kong
Hong Kong
0
Street Address
 
   
2. Wei Xiang Zeng
City
State
ZIp Code
    Name
     
409 - 4th Floor  Tusi King House, Choi Hung Estate
Hong Kong
Hong Kong
0
Street Address
City
State
Zip Code
3.
     
Name
     
 
Street Address
 
 
City
 
 
State
 
 
Zip Code
 
5.
Purpose:
(optional - see instructions)
The purpose of this Corporation shall be:
All lawful business
6.
Name Address and Signature of Incorporator:
(attach additional page if more than 1 incorporator)
The Nevada Company, Terese Coulthard, Asst. Sec.
X        
Name
 
 
Signature
 
8025 Excelsior Drive, Suite 200
Address
 
Madison
City
WI
State
53717
Zip Code
7.
Certificate of Acceptance of Appointment of Resident Agent:
I hereby accept appointment as Resident Agent for the above named corporation.
    X          
 
Authorized Signature of R. A. or On Behalf of R. A. Company
July 16, 2007
Date
   
 
This form must be accompanied by appropriate fees. [ILLEGIBLE]
 
 
 
 
Exhibit 3.2
 
 
 
USE BLACK INK ONLY - DO NOT HIGHLIGHT
ABOVE SPACE IS FOR OFFICE USE ONLY
 
Articles of Merger
(Pursuant to NRS Chapter 92A - excluding 92A.200(4b))

1)    Name and jurisdiction of organization of each constituent entity (NRS 92A.200). If there are more than four merging entities, check box o and attach an 8 1/2” x 11” blank sheet containing this required information for each additional entity.
 
 
Blue Sphere Corporation
     
         
 
Name of merging entity
     
 
Nevada
 
Corporation
 
 
Jurisdiction
 
Entity type*
 
         
 
Jin Jie Corp.
     
         
 
Name of merging entity
     
 
Nevada
 
Corporation
 
 
Jurisdiction
 
Entity type*
 
         
 
Name of merging entity
     
         
 
Jurisdiction
 
Entity type*
       
 
Name of merging entity
   
       
 
Jurisdiction
 
Entity type*
       
 
and,
   
       
 
Jin Jie Corp.
   
       
 
Name of surviving entity
     
 
Nevada
 
Corporation
 
 
Jurisdiction
 
Entity type*
 

* Corporation, non-profit corporation, limited partnership, limited-liability company or business trust.
Filing Fee: $350.00
 
This form must be accompanied by appropriate fees.
Nevada Secretary of State 92A Merger Page 1
 
Revised: 10-16-09

 
 
 
 
 
USE BLACK INK ONLY - DO NOT HIGHLIGHT
ABOVE SPACE IS FOR OFFICE USE ONLY
 
2)    Forwarding address where copies of process may be sent by the Secretary of State of Nevada (if a foreign entity is the survivor in the merger - NRS 92A.1 90):
 
 
Attn:
 
 
 
         
  c/o:
 
   
 
3)    (Choose one)
 
x        The undersigned declares that a plan of merger has been adopted by each constituent entity (NRS 92A.200).
 
o         The undersigned declares that a plan of merger has been adopted by the parent domestic entity (NRS 92A.180)

4)    Owner’s approval (NRS 92A.200) (options a, b, or c must be used, as applicable, for each entity) (if there are more than four merging entities, check box o and attach an 8 1/2” x 11” blank sheet containing the required information for each additional entity):
 
(a)           Owner’s approval was not required from
Blue Sphere Corporation
Name of merging entity, if applicable
Jin Jie Corp.
Name of merging entity, if applicable
 

Name of merging entity, if applicable

 
Name of merging entity, if applicable

and, or;

Jin Jie Corp.
Name of surviving  entity, if applicable
 
This form must be accompanied by appropriate fees.
Nevada Secretary of State 92A Merger Page 2
 
Revised: 10-15-09
 
 
 
 
 
USE BLACK INK ONLY - DO NOT HIGHLIGHT
ABOVE SPACE IS FOR OFFICE USE ONLY
 
(b)           The plan was approved by the required consent of the owners of*:
 
B lue Sphere Corporation
          Name of merging entity, if applicable
 
          Jin Jie Corp.
          Name of merging entity, if applicable
 
          Name of merging entity, if applicable
 
          Name of merging entity, if applicable
 
          and, or;
 
          Jin Jie Corp.
          Name of surviving entity, if applicable

* Unless otherwise provided in the certificate of trust or governing instrument of a business trust, a merger must be approved by all the trustees and beneficial owners of each business trust that is a constituent entity in the merger.

This form must be accompanied by appropriate fees.
Nevada Secretary of State 92A Merger Page 3
 
Revised: 10-16-09

 
 
 
 
USE BLACK INK ONLY - DO NOT HIGHLIGHT
ABOVE SPACE IS FOR OFFICE USE ONLY
 
(c)           Approval of plan of merger for Nevada non-profit corporation (NRS 92A.180):
 
          The plan of merger has been approved by the directors of the corporation and by each public officer or other person whose approval of the plan of merger is required by the articles of incorporation of the domestic corporation.
 
          Name of merging entity, if applicable
 
          Name of merging entity, if applicable
 
          Name of merging entity, if applicable
 
          Name of merging entity, if applicable
 
          and, or;
 
          Name of surviving entity, if applicable

This form must be accompanied by appropriate fees.
Nevada Secretary of State 92A Merger Page 4
 
Revised: 10-15-09

 
 
 


USE BLACK INK ONLY - DO NOT HIGHLIGHT
ABOVE SPACE IS FOR OFFICE USE ONLY
 
5)    Amendments, if any, to the articles or certificate of the surviving entity. Provide articles numbers, if available. (NRS 92A.200)*:
 
        Article I of the Articles of Incorporation of Jin Jie Corp. shall be amended to state that the name of the corporation is “Blue Sphere Corporation”
 
6)    Location of Plan of Merger (check a or b):
 
         x            (a)           The entire plan of merger is attached;
   
         or,
 
o            (b)           The entire plan of merger is on file at the registered office of the surviving corporation, limited-liability company or business trust, or at the records office address if a limited partnership, or other place of business of the surviving entity (NRS 92A.200).
 
7)    Effective date (optional))**:  February 17, 2010

* Amended and restated articles may be attached as an exhibit or integrated into the articles of merger. Please entitle them “Restated” or “Amended and Restated,” accordingly. The form to accompany restated articles prescribed by the secretary of state must accompany the amended and/or restated articles. Pursuant to NRS 92A.180 (merger of subsidiary into parent - Nevada parent owning 90% or more of subsidiary), the articles of merger may not contain amendments to the constituent documents of the surviving entity except that the name of the surviving entity may be changed.
 
** A merger takes effect upon filing the articles of merger or upon a later date as specified in the articles, which must not be more than 90 days after the articles are filed (NRS 92A.240).
 
This form must be accompanied by appropriate fees.
Nevada Secretary of State 92A Merger Page 5
 
Revised: 10-15-09

 
 
 
 

 
Use black ink only; do not highlight

Signatures – Must be signed by: An officer of each Nevada Corporation; all general partners of Nevada limited partnerships; all general partners of Nevada limited liability limited partnerships; a manager of each Nevada limited liability company without members or one member if there are no managers; a trustee of each Nevada business trust (NRS.92A.220).

If there are more than four merging entities, check box  o and attach an 8 ½” x 11” blank sheet containing the required information for each entity:

Blue Sphere Corporation

Name of merging entity

X_______________________________   Date: 2/11/2010

Jin Jie Corp.

Name of merging entity

X_______________________________


Name of merging entity

X_______________________________

Jin Jie Corp.

Name of surviving entity

X_______________________________   Date: 2/11/2010
 
*The articles of merger must be signed by each foreign constituent entity in the merger provided by the law governing it (NRS.92A.230).  Additional signature blocks may be added to this page or as an attachment as needed.

IMPORTANT:  Failure to include any of the above information and submit with the proper fees may cause the filing to be rejected.
 
 
 
 
 
 
 
SCHEDULE A

To the Agreement and Plan of Merger between
Blue Sphere and Jin Jie
 
Articles of Merger
 
 
 
 

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT dated as of February 3, 2010.
 
BETWEEN:
 
 
BLUE SPHERE CORPORATION , a Nevada corporation, having its office at 409 - 4th Floor, Tsui King House, Choi Lung Estate, Kowloon, Hong Kong
 
(“ Blue Sphere ”)
AND:
 
 
JIN JIE CORP. , a Nevada corporation, having its office at 409 - 4th Floor, Tsui King House, Choi Long Estate, Kowloon, Hong Kong
   
 
(“ Jin Jie ”)
 
WHEREAS:

A.                     Blue Sphere is the wholly-owned subsidiary of Jin Jie;

B.                     The boards of directors of Blue Sphere and Jin Jie deem it advisable and in the best interests of their respective companies and shareholders that Blue Sphere be merged with and into Jin Jie, with Jin Jie remaining as the surviving corporation under the name “Blue Sphere Corporation”

C.                     The board of directors of Blue Sphere has approved the plan of merger embodied in this Agreement; and

D.                     The board of directors of Jin Jie has approved the plan of merger embodied in this Agreement.

THEREFORE, in consideration of the mutual agreements and covenants set forth herein, the parties hereto do hereby agree to merge on the terms and conditions herein provided, as follows:

1.                      THE MERGER
 
1.1                    The Merger

  Upon the terms and subject to the conditions hereof, on the Effective Date (as hereinafter defined), Blue Sphere shall be merged with and into Jin Jie in accordance with the applicable laws of the State of Nevada (the “ Merger ”). The separate existence of Blue Sphere shall cease, and Jin Jie shall be the surviving corporation under the name “Blue Sphere Corporation” (the “ Surviving Corporation ”) and shall be governed by the laws of the State of Nevada.
 
 
 
 
 
1.2                   Effective Date

 The Merger shall become effective on the date and at the time (the “ Effective Date ”) that:
 
 
(a)
the Articles of Merger in substantially the form annexed hereto as Schedule A, that the parties hereto intend to deliver to the Secretary of State of the State of Nevada, are accepted and declared effective by the secretary of State of Nevada; and
 
(b)
after satisfaction of the requirements of the laws of the State of Nevada.
 
1.3                   Articles of Incorporation

 On the Effective Date, the Articles of Incorporation of Jin Jie, as in effect immediately prior to the Effective Date, shall continue in full force and effect as the Articles of Incorporation of Jin Jie, as the Surviving Corporation, shall be amended to state that the name of the corporation is “Blue Sphere Corporation”.

1.4                   Bylaws

 On the Effective Date, the Bylaws of Blue Sphere, as in effect immediately prior to the Effective Date, shall continue in full force and effect as the bylaws of the Surviving Corporation.

1.5                   Directors and Officers

 The directors and officers of Jin Jie immediately prior to the Effective Date shall be the directors and officers of the Surviving Corporation, until their successors shall have been duly elected and qualified or until otherwise provided by law, the Articles of Incorporation of the Surviving Corporation or the Bylaws of the Surviving Corporation.

2.                      CONVERSION OF SHARES

2.1                   Common stock of Jin Jie

 Upon the Effective Date, by virtue of the Merger and without any action on the part of any holder thereof, each share of common stock of Jin Jie, par value of $0.001 per share, issued and outstanding immediately prior to the Effective Date shall be changed and converted into one fully paid and non-assessable shares of the common stock of the Surviving Corporation, par value of $0.001 per share (the “ Survivor Stock ”)
 
 
- 2 -
 
 
2.2                   Common Stock of Blue Sphere

 Upon the Effective Date, by virtue of the Merger and without any action on the part of the holder thereof, each share of common stock of Blue Sphere, par value of $0.01 per share, issued and outstanding immediately prior to the Effective Date shall be cancelled.

2.3                   Exchange of Certificates

 Each person who becomes entitled to receive any Survivor Stock by virtue of the Merger shall be entitled to receive from the Surviving Corporation a certificate or certificates representing the number of Survivor Stock to which such person is entitled as provided herein.

3.                      EFFECT OF THE MERGER

3.1                   Right, Privileges, etc.

 On the Effective Date of the Merger, the Surviving Corporation, without further act, deed or other transfer, shall retain or succeed to, as the case may be and possess and be vested with all the rights, privileges, immunities, power, franchises and authority, of a public as well as of a private nature, of Blue Sphere and Jin Jie, all property of every description and every interest therein, and all debts and other obligations of or belonging to or due to each of Blue Sphere and Jin Jie on whatever account shall thereafter be taken and deemed to be held by or transferred to, as the case may be, or invested in the Surviving Corporation without further act or deed, title to any real estate, or any interest therein vested in Blue Sphere or Jin Jie, shall not revert or in any way be impaired by reason of this merger, and all of the rights of creditors of Blue Sphere and Jin Jie shall be preserved unimpaired, and all liens upon the property of Blue Sphere or Jin Jie shall be preserved unimpaired, and all debts liabilities, obligations and duties of the respective corporation and may be enforced against it to the same extent as if all of said debts, liabilities, obligations and duties had been incurred or contracted by it.

3.2                   FURTHER ASSURANCES

 From time to time, as and when required by the Surviving Corporation or by its successors and assigns, there shall be executed and delivered on behalf of Blue Sphere such deeds and other instruments, and there shall be taken or caused to be taken by it such further other action, as shall be appropriate or necessary in order to vest or perfect in or to confirm of record or otherwise in the Surviving Corporation the title to and possession of all the property, interest, assets, rights, privileges, immunities, powers, franchises and authority of Blue Sphere and otherwise to carry out the purposes to this Agreement, and the officers and directors of the Surviving Corporation are fully authorized in the name and of behalf of Blue Sphere or otherwise to taken any and all such action and to execute and deliver any and all such deeds and other instruments.
 
 
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4.                     GENERAL

4.1                   Abandonment

  Notwithstanding any approval of the Merger or this Agreement by the shareholders of Blue Sphere or Jin Jie or both, this Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, by mutual written agreement of Blue Sphere and Jin Jie.

4.2                    Amendment

 As any time prior to the Effective Date, this Agreement may be amended or modified in writing by the board of directors of both Blue Sphere and Jin Jie.

4.3                    Governing Law

 This agreement shall be governing by and construed and enforced in accordance with the laws of the State of Nevada.

4.4                    Counterparts

 In order to facilitate the filing and recording of this Agreement, the same may be executed in any number of counterparts, each of which shall be deemed to be an original.

4.5                    Electronic Menus

 Delivery of an executed copy of this Agreement by electronic facimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Agreement as of the date hereof.

IN WITNESS WHEROF, the parties hereto have entered into and signed this Agreement as of the date set forth above.

BLUE SPHERE CORPORATION
 
Per:
 
Authorized Signatory
 
JIN JIE CORP.
 
Per:
 
Authorized Signatory

 
- 4 -
 
 
Exhibit 3.3
 
 
USE BLACK INK ONLY - DO NOT HIGHLIGHT
ABOVE SPACE IS FOR OFFICE USE ONLY

Certificate of Change filed Pursuant to NRS 78.209
For Nevada Profit Corporations

1. Name of corporation:
Jin Jie Corp.

2. The board of directors have adopted a resolution pursuant to NRS 78.209 and have obtained any required approval of the stockholders.

3. The current number of authorized shares and the par value, if any, of each class or series, if any, of shares before the change:
50,000,000 shares of common stock at $0.001 par value

4. The number of authorized shares and the par value, if any, of each class or series, if any, of shares after the change:
1,750,000,000 shares of common stock at $0.001 par value

5. The number of shares of each affected class or series, if any, to be issued after the change in exchange for each issued share of the same class or series:
35 new shares of common stock will be issued for every one old share of common stock

6. The provisions, if any, for the issuance of fractional shares, or for the payment of money or the issuance of scrip to stockholders otherwise entitled to a fraction of a share and the percentage of outstanding shares affected thereby:
No fractional shares will be issued, fractional shares will be rounded up to the next whole number.

7. Effective date of filing: (optional)
 
February 17, 2010
     
8. Signature: (required)
 
(must not be later than 90 days after the certificate is filed)

x
 
President
Signature of Officer
 
Title

IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.

This form must be accompanied by appropriate fees.
Nevada Secretary of State [ILLEGIBLE]
 
Revised: 3-5-09

 
 
 
Exhibit 10.1
 
JIN JIE CORP.
409 - 4th Floor, Tsui King House
Choi Hung Estate
Hong Kong
 
January 14, 2010
 
Shlomo Palas ( I.D. 057313579 )  
17 Etrog St.
Rosh Hayyn
Israel 48570 (" Palas ")
 
Samuel Keshet ( I.D. 030164529 )  
19, Reuven St.
Zichron Ya'akov
Israel 30900 (" Keshet ")
 
Eliezer Weinberg ( I.D. 065137408 )  
6, Hayarkon St.
Haifa
Israel 34465 (" Weinberg ")
 
(Palas, Keshet and Weinberg together are called the " Principals ")
 
Green Biofuels Holdings Ltd. an Israel company,  
17 Hactrog Street
Rosh Hayin, Israel (" GBH ")
 
Cally Kai Lai Lai (" Lai ") and Wei Xiang Zeng (" Zeng ")  
409 - 4th Floor, Tsui King House
Choi Hung Estate
Hong Kong
 
Dear Sirs:
 
RE: Carbon Credit Project Contract Acquisition
 
This letter sets out our agreement (" Agreement ") reached among Jin Jie Corp. (" JJC "), with Palas,   Keshet, Weinberg and GBH as Vendors (the " Vendors ") regarding the transfer and sale b y GBH of all   of the interest and rights to the assets and business of the GBH Carbon Credit Project, including know-how, trademarks, patents, agreements and all other assets (the "the GBH Carbon Credit Project   Assets ") to JJC, a company traded on the non-NASDAQ Over the Counter Bulletin Board, upon the   terms and conditions set forth in this Agreement. At the time of this Agreement, the assets of the GBH   Carbon Credit Project includes advanced stages of agreements for the turn key development of carbon   reduction and carbon credit creation projects. Any contracts of GBH regarding the GBH Carbon Credit   Project will be assigned to JJC at the closing, at no additional cost and will be deemed to have been   acquired b y JJC pursuant to this Agreement.
 
 
 
 

Acquisition
 
1.
GBH hereby agrees to transfer to JJC all the GBH Carbon Credit Project Assets on the terms and   subject to the conditions set out in this Agreement. The transaction will include assumption of   any responsibilities of GBH related to the GBH Carbon Credit Project under signed agreements.   The business and contracts of the GBH Carbon Credit Project will be referred to as the " GBH   Business ".
 
The Vendor will transfer the GBH Carbon Credit Project Assets directly to JJC or an operating   subsidiary of JJC.
 
Consideration
 
2.
In payment for the sale and transfer of the GBH Carbon Credit Project Assets to JJC, JJC will   assume and carry out all GBH's responsibilities under the agreements for carbon reduction. The   Principals may lend funds to GBH in order to commence certain of the said agreements and the   parties acknowledge that JCC will use Financing (defined below) proceeds to repay same. The   Principals will keep accurate records of the loans and expenditures made with loan proceeds to   qualify for reimbursement.
 
Share Sales and JJC restructuring
 
3.
Lai and Zeng are each the holders of 500,000 restricted shares of JJC. There are a total of   1,900,000 common shares and no preferred shares outstanding in the capital of JJC. JJC will split   its common stock thirty five (35) for one such that Lai and Zeng will hold 35,000,000 common   shares of restricted stock. Total JJC stock outstanding prior to the Financing will be 66,500,000   common shares. JJC will also change its name to Blue Sphere Corporation.
 
4.
Lai and Zeng together will sell for a price of $0.001 per share to each of the Principals 5,584,000   common shares. Such shares will be fully vested and transferred on Closing.
 
5.
Lai and Zeng together will sell for a price of $0.001 per share to each of Zetta Services Ltd. of   BVI and Ehud Barzily Holding and Investments Ltd. of Israel ( together, the " Facilitators ")   1,675,000 common shares. Such shares will be fully vested and transferred on Closing.
 
6.
The total common share fully diluted position of JJC after transfer of the Lai and Zeng Shares as   above and the Financing (described below) will be such that the Principals and Facilitators will   have 20,102,000 out of 67,000,000 shares, or just over 30% of JJC, including the Financing   initial shares will be newly issued restricted securities. Shares issued on exercise of the   Financing warrants and later equity fundraisings will be in addition to the 67,000,000 shares. Lai   and Zeng will cancel such of their shares as may be necessary to reach the 67,000,000 share   capitalization indicated here.
 
 
2
 
 
7.
The Principals and the Facilitators acknowledge that the Lai and Zeng shares will be restricted as   to sale under US securities laws and will carry a restrictive legend indicating such restrictions. In   addition, the Principals and the Facilitators agree that the Lai and Zeng shares transferred to them   will be held in escrow b y JJC's attorneys and may not be sold, encumbered or released to the   Principals or the Facilitators for two years after Closing. At the end of the two year period the   escrowed shares will be unconditionally released from escrow to their owners. However, if   during the escrow period there is an offer from an arm's length third party to purchase or merge   with the entire company, the Principals' and the Facilitators' shares will be released from escrow to tender to the offer for the company.
 
  EquityFinancing
 
8.
JJC will arrange for JJC to complete a financing prior to or upon Closing of $500,000 (the   " Financing ") comprising units priced at $0.50 per unit, each unit consisting of one share and one   share purchase warrant. Each warrant will be exercisable at a price of $0.75 for five years.
 
9.
The Financing net proceeds will be used in part to repay the Principal's loan, and for advance of   the GBH Business and for working capital after Closing.
 
10.
Within the next four to six months after Closing, JJC will raise an additional $500,000 either   through exercise of Financing warrants or otherwise at market rates, which proceeds are to be   used in the GBH Business.
 
Closing
 
11.
Closing of the transactions contemplated herein (the "Closing") will occur on or before February   10, 2010 or on such other date as the parties may agree, at such place and time as determined b y   JJC, acting reasonably.
 
Due Diligence
 
12.
JJC and the Vendors will each have the right, b y the closing date, to conduct due diligence on the   others in connection with the transactions contemplated hereunder. Each of JJC and the Vendors   and their respective accountants, legal counsel and other representatives will have full access   during normal business hours to the management, properties, books, records, contracts,   commitments and other documents of the others and their subsidiaries in connection with the   transactions contemplated herein.
 
Standstill Agreement
 
13.
The Vendors agree that they will not for a period ending the earlier of Closing or February 10,   2010, negotiate with any party other than JJC as to the disposition or development or joint   venture of the GBH Carbon Credit Project Assets. The parties may extend the term of this clause   b y mutual agreement.
 
 
3
 
 
Representations
 
14.
The Vendors represent and warrant to JJC that:
 
 
(a)
GBH will on or before Closing use its best efforts to transfer or cause to be transferred   the GBH Carbon Credit Project Assets to JJC free and clear of any charges,   encumbrances, liens or claims;
 
 
(b)
the GBH Carbon Credit Project has property rights and interest in the GBH Carbon   Credit Project Assets and holds interests in all aspects of the GBH Carbon Credit Project   Assets , and to the best of the Vendors knowledge, the GBH Carbon Credit Project   Assets do not infringe upon the intellectual rights of any other party.
 
14A.
JJC represents and warrants to the Vendors that:
 
 
(a)
On Closing JJC will be without liabilities other than legal fees accrued for the purpose of   this transaction and accounting fees for required filings with the SEC in the maximum   amount of $40,000, for which there will be sufficient funds in its treasury. There will be   no claims or litigation outstanding against JJC;
 
 
(b)
JJC should hold harmless and indemnify the Vendors for any future claims, if any,   related to the period prior to the closing;
 
 
(c)
JJC has filed all reports (other than Form 8-K reports) required under the Securities   Exchange Act of 1934 for the preceding 12 months (or for a shorter period that JJC was   required to file such reports and materials); and
 
 
(d)
B y 4 business days after Closing, JJC will file "Form 10 information" with the SEC   reflecting its status as an entity that is no longer an issuer described in Rule 144(i)(1).
 
 
4
 
 
Closing Conditions
 
15.
This Agreement and the Closing hereof is subject to the following:
 
 
(c)
the Financing being closed or funds being held in escrow pending the Closing;
 
 
(d)
JJC will have no liabilities other than those described in clause14A(a), and will be up todate in its filings with the SEC;
 
 
(e)
The GBH Carbon Credit Project Assets will be assigned and delivered to JJC, with consent from the contracting partner;
 
 
(f)
The Principals may appoint 2 representatives to the board of directors of JJC to take effect after Closing from a total of three directors.
 
 
(g)
JJC having entered into employment agreements with each of the Principals on terms satisfactory to JJC and the respective Principals whereby the Principals will expend no   less than 75% of their full time and energy on the GBH Business;
 
 
(h)
each of the Principals having agreed not to compete with the GBH Business while employed and for a period of one year after they terminate employment with JCC; and
 
 
(i)
no material adverse change will have occurred to the GBH Business or to JJC business
 
 
(j)
JCC shall be liable and fully indemnify the Vendors for any claim whatsoever resulting from the filing of the 8-K with the SEC or any related report thereto. .
 
Pre and Post Closing Covenants
 
16.
JJC and the Vendors hereby covenant to the other as follows:
 
 
(k)
until Closing the Vendors will conduct the GBH Business in the ordinary and normal course; and
 
 
(l)
the Vendors acknowledge that JJC will be required to provide substantial disclosure about the GBH Business and its management to the SEC and they agree to fully co­operate to provide in a timely manner such information and disclosure about the GBH   Carbon Credit Project Assets and the GBH Business as JJC's legal counsel and auditors   may request.
 
Binding Agreement
 
17.
This Agreement is intended to be binding.
 
General
 
18.
All dollar references are United States dollars.
 
19.
JJC will pay the legal costs of the transaction for the acquisition of the GBH Carbon Credit Project Assets, and the costs to the Vendors of their complying with the terms of this Agreement, including without limitation their own lawyers for review of documents.  
 
 
5
 
 
Our signatures below indicate our intention to be legally bound to the above terms.  

 
JIN JIE CORP.      
         
       
Per:
       
 
Authorized Signatory
     
         
Global Biofuels Holding Ltd.
     
         
         
Per:        
 
Authorized Signatory
     
 
       
       
Shlomo Palas
 
Shmuel Keshet
 
       
       
       
Eliezer Weinberg
 
Cally Kai Lai Lai
 
       
       

6
 
Exhibit 10.2
 
TERMINATION AGREEMENT
 
THIS TERMINATION AGREEMENT dated as of the 12th day of February, 2010.
 
AMONG:
 
Shlomo Palas ( I.D. 057313579 )
17 Etrog St.
Rosh Hayyn
Israel 48570
 
Samuel Keshet ( I.D. 030164529 )
19, Reuven St.
Zichron Ya'akov
Israel 30900
 
Eliezer Weinberg ( I.D. 065137408 )
6, Hayarkon St.
Haifa
Israel 34465
 
(Shlomo Palas, Samuel Keshet and Eliezer Weinberg together the “ Principals ”)
 
AND:
 
Jin Jie Corp.
409 - 4th Floor, Tsui King House
Choi Hung Estate
Hong Kong
 
(“ JJC ”)
 
AND:
 
Green Biofuels Holdings Ltd. an Israeli company,
17 Hactrog Street Rosh Hayin, Israel
 
(“ GBH ”)
 
AND:
 
Cally Kai Lai Lai
409 - 4th Floor, Tsui King House
Choi Hung Estate Hong Kong
 
(“ Lai ”)
 
AND:
 
Wei Xiang Zeng
409 - 4th Floor, Tsui King House Choi Hung Estate Hong Kong
 
(“ Zeng ”)
 
 
 
 
 
WHEREAS:
 
A.
The Principals, JJC, GBH, Lai and Zeng entered into a letter agreement dated January 13, 2010(the “Letter Agreement”), regarding, among other things, the transfer and sale by GBH of all of the interest and rights to the assets and business of the GBH Carbon Credit Project, including know-how, trademarks, patents, agreements and all other assets (the "the GBH Carbon Credit Project Assets") to JJC;
 
B.
The Principals, JJC, GBH, Lai and Zeng wish to mutually terminate the Letter Agreement and abandon the GBH Carbon Credit Project Assets acquisition; and
 
C.
The Parties wish to enter into this termination agreement to confirm the termination of the Letter Agreement and to release each other from any and all obligations and liabilities pursuant to the Letter Agreement.
 
THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the premises and of the mutual covenants and agreements herein set forth, the parties covenant and agree as follows:
 
1.                   Termination of Letter Agreement. The Letter Agreement is hereby terminated and the GHB Carbon Credit Project Assets acquisition is hereby abandoned effective as of the date hereof.
 
2.                   Mutual Releases. Each of the parties hereto (the “Parties”) does hereby release the other from all liabilities and legal obligations of whatsoever kind and howsoever arising which either of them may now have or at any time hereafter can, shall or may have in any way resulting or arising from any cause, matter or thing existing up to the present time in connection with the Letter Agreement.
 
3.                   Final Termination Agreement. This Agreement and the other agreements to which this termination agreement refers, together with all exhibits, schedules and annexes attached to any of them, constitute the final, entire agreement among the parties and supersedes any prior oral or written and all contemporaneous oral proposals, commitments, promises, agreements or understandings between the parties with respect to the termination of the Letter Agreement and mutual release of the parties.
 
4.                   Further Assurances. The Parties will execute such further assurances and other documents and instruments and do such further and other things as may be necessary to implement and carry out the intent of this Agreement.
 
5.                   Successors and Assigns. This Agreement will enure to the benefit of and be binding upon the parties and their respective successors and assigns, as applicable.
 
6.                   Governing Law. This Agreement and the application or interpretation hereof will be governed exclusively by its terms and by the laws of the State of Nevada.

 
2
 
 
7.                   Counterparts. This Agreement may be executed in one or more counterparts all of which together will constitute one and the same instrument.
 
8.                   Electronic Means. Delivery of an executed copy of this Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Agreement as of the date set forth above.
 
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.
 
 
JIN JIE CORP.
     
         
       
Per:
       
 
Authorized Signatory
     
         
GREEN BIOFUELS HOLDINGS LTD.
     
         
         
Per:        
 
Authorized Signatory
     
       
       
SHLOMO PALAS
 
SHMUEL KESHET
 
       
       
       
ELIEZER WEINBERG 
 
CALLY KAI LAI LAI
 
       
       
 
3
Exhibit 10.3
 
BLUE SPHERE CORP.
 
GLOBAL SHARE INCENTIVE PLAN (2010)
 
I.          NAME AND PURPOSE.
 
1.1           This plan , which has been adopted by the Board of Directors of the Company, Blue Sphere Corp., as amended from time to time, shall be known as the Blue Sphere Corp. Global Share Incentive Plan (2010) (the "Plan").
 
1.2           The purposes of the Plan are to attract and retain the best available personnel for positions of
substantial responsibility, to provide additional incentive to Service Providers of the Company and its affiliates and subsidiaries, if any, and to promote the Company's business by providing such individuals with opportunities to receive Awards pursuant to the Plan and to strengthen the sense of common interest between such individuals and the Company's Stockholders.
 
1.3                 Awards granted under the Plan to Service Providers in various jurisdictions may be subject to specific terms and conditions for such grants may be set forth in one or more separate appendix to the Plan, as may be approved by the Board of Directors of the Company from time to time.
 
2.         DEFINITIONS
 
"Administrator" shall mean the Board of Directors or a Committee.
 
"Appendix" shall mean any appendix to the Plan adopted by the Board of Directors containing country- specific or other special terms relating to Awards including additional terms with respect to grants of restricted stock and other equity-based Awards.
 
"Award" shall mean a grant of Options or allotment of Shares or other equity-based award hereunder. All Awards shall be confirmed by an Award Agreement, and subject to the terms and conditions of such Award Agreement.
 
"Award Agreement" shall mean a written instrument setting forth the terms applicable to a particular Award.
 
"Board of Directors" shall mean the board of directors of the Company.
 
"Cause" shall have the meaning ascribed to such term or a similar term as set forth in the Participant's employment agreement or the agreement governing the provision of services by a non-employee Service Provider, or, in the absence of such a definition: (i) conviction (or plea of nolo contendere) of any felony or crime involving moral turpitude or affecting the Company; (ii) repeated and unreasonable refusal to carry out a reasonable and lawful directive of the Company or of Participant's supervisor which involves the business of the Company or its affiliates and was capable of being lawfully performed; (iii) fraud or embezzlement of funds of the Company or its affiliates; (iv) any breach by a director of his / her fiduciary duties or duties of care towards the Company; and (v) any disclosure of confidential information of the Company or breach of any obligation not to compete with the Company or not to violate a restrictive covenant.
 
"Committee" shall mean a compensation committee or other committee as may be appointed and maintained by the Board of Directors, in its discretion, to administer the Plan, to the extent permissible under applicable law, as amended from time to time.
 
 
 
 
 
"Company" shall mean Blue Sphere Corp., a Nevada Corporation, and its successors and assigns.
 
"Consultant" means any entity or individual who (either directly or, in the case of an individual, through his or her employer) is an advisor or consultant to the Company or its subsidiary or affiliate.
 
"Corporate Charter" shall mean the Certificate of Incorporation and By-laws of the Company, and any subsequent amendments or replacements thereto.
 
"Disability" shall have the meaning ascribed to such term or a similar term in the Participant's employment agreement (where applicable), or in the absence of such a definition, the inability of the Participant, in the opinion of a qualified physician acceptable to the Company, to perform the major duties of the Participant's position with the Company because of the sickness or injury of the Participant for a consecutive period of 90 days.
 
"Fair Market Value" shall mean, as of any date, the value of Shares, determined as follows:
 
(i)         If the Shares are listed on any established stock exchange or traded on the Nasdaq National Market or the Nasdaq Small Cap Market, the Fair Market Value of a Share of common stock of the Company shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or market (or the exchange or market with the greatest volume of trading in the common stock) on the last market trading day prior to the day of determination, as reported in the Wall Street Journal or such other source as the Board deems reliable.
 
(ii)         In the absence of such markets for the Shares, the Fair Market Value shall be determined in good faith by the Board.
 
"IPO" shall mean an initial offering of the Company's Shares to the public in an underwritten offering under an applicable registration statement.
 
"Options" shall mean options to purchase Shares awarded under the Plan.
 
"Participant" shall mean a recipient of an Award hereunder who executes an Award Agreement.
 
"Restricted Stock" means an Award of Shares under this Plan that is subject to the terms and conditions of Section 7.
 
"Service Provider" shall mean an employee, director, office holder or Consultant of the Company or its subsidiary or affiliate.
 
"Shares" shall mean shares of common stock, par value US$ 0.001 per share, of the Company, "Transaction" shall have the meaning set forth in Section 10.2.
 
3.         ADMINISTRATION OF THE PLAN.
 
3.1           The Plan will be administered by the Administrator. If the Administrator is a Committee, such Committee will consist of such number of members of the board of directors of the Company (not less than two in number), as may be determined from time to time by the Board of Directors. The Board of Directors shall appoint such members of the Committee, may from time to time remove members from, or add members to, the Committee, and shall fill vacancies in the Committee however caused.
 
3.2           The Committee, if appointed, shall select one of its members as its Chairman and shall hold its meetings at such times and places as it shall determine. Actions at a meeting of the Committee at which a majority of its members are present or acts approved in writing by all members of the Committee shall be the valid acts of the Committee. The Committee shall appoint a secretary, who shall keep records of its meetings and shall make such rules and regulations for the conduct of its business and the implementation of the Plan, as it shall deem advisable, subject to the directives of the Board of Directors and in accordance with applicable law.
 
 
2 of 11
 
 
3.3           Subject to the general terms and conditions of the Plan, and in particular Section 3.4 below, the Administrator shall have full authority in its discretion, from time to time and at any time, to determine (i) eligible Participants, (ii) the number of Options or Shares to be covered by each Award, (iii) the time or times at which the Award shall be granted, (iv) the vesting schedule and other terms and conditions applying to Awards, (v) the form(s) of written agreements applying to Awards, and (vi) any other matter which is necessary or desirable for, or incidental to, the administration of the Plan and the granting of Awards. The Board of Directors may, in its sole discretion, delegate some or all of the powers listed above to the Committee, to the extent permitted by applicable law, its Corporate Charter or other applicable law, rules and regulations.
 
3.4           No member of the Board of Directors or of the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any Award granted hereunder. Subject to the Company's decision and to all approvals legally required, each member of the Board or the Committee shall be indemnified and held harmless by the Company against any cost or expense (including counsel fees) reasonably incurred by him or her, or any liability (including any sum paid in settlement of a claim with the approval of the Company) arising out of any act or omission to act in connection with the Plan unless arising out of such member's own willful misconduct or bad faith, to the fullest extent permitted by applicable law. Such indemnification shall be in addition to any rights of indemnification the member may have as a director or otherwise under the Company's Corporate Charter, any agreement, any vote of stockholders or disinterested directors, insurance policy or otherwise.
 
3.5           The interpretation and construction by the Administrator of any provision of the Plan or of any Option hereunder shall be final and conclusive. In the event that the Board appoints a Committee, the interpretation and construction by the Committee of any provision of the Plan or of any Option hereunder shall be conclusive unless otherwise determined by the Board of Directors. To avoid doubt, the Board of Directors may at any time exercise any powers of the Administrator, notwithstanding the fact that a Committee has been appointed.
 
3.6           The Administrator shall have the authority to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan and perform all acts, including the delegation of its responsibilities (to the extent permitted by applicable law and applicable stock exchange rules), as it shall, from time to time, deem advisable; to construe and interpret the terms and provisions of the Plan and any Award issued under the Plan (and any agreements relating thereto); and to otherwise supervise the administration of the Plan. The Administrator may correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any agreement relating thereto in the manner and to the extent it shall deem necessary to effectuate the purpose and intent of the Plan. Notwithstanding the foregoing, no action of the Administrator under this Section 0 not otherwise provided for herein or in an Award Agreement shall reduce the vested rights of any Participant without the Participant's consent.
 
3.7           Without limiting the generality of the foregoing, the Administrator may adopt special appendices and/or guidelines and provisions for persons who are residing in or employed in, or subject to, the taxes of, any domestic or foreign jurisdictions, to comply with applicable laws, regulations, or accounting, listing or other rules with respect to such domestic or foreign jurisdictions.
 
 
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4.           ELIGIBLE PARTICIPANTS .
 
4.1           No Award may be granted pursuant to the Plan to any person serving as a member of the Committee or to any other Director of the Company at the time of the grant, unless such grant is approved in the manner prescribed for the approval of compensation of directors under applicable law.
 
4.2         Subject to the limitation set forth in Section 4.1 above and any restriction imposed by applicable law, Awards may be granted to any Service Provider of the Company, whether or not a director of the Company or its affiliates. The grant of an Award to a Participant hereunder shall neither entitle such Participant to receive an additional Award or participate in other incentive plans of the Company, nor disqualify such Participant from receiving any additional Award or participating in other incentive plans of the Company.
 
5.           RESERVED SHARES.
 
The Company shall determine the number of Shares reserved hereunder from time to time, and such number may be increased or decreased by the Company from time to time. Any Shares under the Plan, in respect of which the right hereunder' of a Participant to purchase the same shall for any reason terminate, expire or otherwise cease to exist, shall again be available for grant as Awards under the Plan. Any Shares that remain unissued and are not subject to Awards at the termination of the Plan shall cease to be reserved for purposes of the Plan. Until termination of the Plan the Company shall at all times reserve a sufficient number of Shares to meet the requirements of the Plan.
 
6.          AWARD AGREEMENT.
 
6.1           The Board of Directors in its discretion may award to Participants Awards available under the Plan. The terms of the Award will be set forth in the Award Agreement. The date of grant of each Award shall be the date specified by the Board of Directors at the time such award is made, or in the absence of such specification, the date of approval of the award by the Board of Directors.
 
6.2           The Award Agreement shall state, inter alia, the number of Options or Shares or equity-based units covered thereby, the type of Option or Share-based or other grant awarded, any special terms applying to such Award (if any), including the terms of any country-specific or other applicable Appendix, as determined by the Board of Directors.
 
7,         RESTRICTED STOCK AND OTHER EQUITY-BASED AWARDS.
 
7.1           Eligibility. Restricted Stock may be issued to all Participants either alone or in addition to other Awards granted under the Plan. The Administrator shall determine the eligible Participants to whom, and the time or times at which, grants of Restricted Stock will be made, the number of shares to be awarded, the purchase price (if any) to be paid by the Participant (subject to Section 7.2), the time or times at which such Awards may be subject to forfeiture (if any), the vesting schedule (if any) and rights to acceleration thereof, and all other terms and conditions of the Awards. The Administrator may condition the grant or vesting of Restricted Stock upon the attainment of specified performance targets or such other factors as the Administrator may determine, in its sole discretion. Unless otherwise determined by the Administrator , the Participant shall not be permitted to sell or transfer shares of Restricted Stock awarded under this Plan during a period set by the Administrator (if any) (the "Restriction Period") commencing with the date of such Award, as set forth in the applicable Award agreement.
 
7.2           Terms. A Participant selected to receive Restricted Stock shall not have any rights with respect to such Award, unless and until such Participant has delivered a fully executed copy of the Award Agreement evidencing the Award to the Company and has otherwise complied with the applicable terms and conditions of such Award. The purchase price of Restricted Stock shall be determined by the Administrator, but shall not be less than as permitted under applicable law. Awards of Restricted Stock must be accepted within a period of 60 days (or such shorter period as the Administrator may specify at grant) after the grant date, by executing an Award Agreement and by paying whatever price (if any) the Administrator has designated thereunder.
 
 
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7.3           Legend. Each Participant receiving Restricted Stock shall be issued a share certificate in respect of such shares of Restricted Stock, unless the Administrator elects to use another system, such as book entries by the transfer agent, as evidencing ownership of Restricted Stock. Such certificate shall be registered in the name of such Participant, and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Award, substantially in the following form (as well as other legend required by the Administrator pursuant to Section 19.3 below):
 
"The anticipation, alienation, attachment, sale, transfer, assignment, pledge, encumbrance or charge of the shares represented hereby are subject to the terms and conditions (including forfeiture) of the Blue Sphere Corp. Global Incentive Plan (2010), and an Award Agreement entered into between the registered owner and the Company dated  Copies of such Plan and Award agreement are on file at Blue Sphere Corp."
 
7.4           Custody. The Administrator may require that any share certificates evidencing such shares be held in custody by the Company until the restrictions thereon shall have lapsed, and that, as a condition of any Restricted Stock Award, the Participant shall have delivered a duly signed share transfer deed, endorsed in blank, relating to the Shares covered by such Award.
 
7.5           Rights as Stockholder. Except as provided in this Section and Section 7.4 above and as otherwise determined by the Administrator and set forth in the Award Agreement, the Participant shall have, with respect to the shares of Restricted Stock, all of the rights of a holder of Shares including, without limitation, the right to receive any dividends, the right to vote such shares and, subject to and conditioned upon the full vesting of shares of Restricted Stock, the right to tender such shares. Notwithstanding the foregoing, the payment of dividends shall be deferred until, and conditioned upon, the expiration of the applicable Restriction Period, unless the Administrator, in its sole discretion, specifies otherwise at the time of the Award.
 
7.6           Lapse of Restrictions. If and when the Restriction Period expires without a prior forfeiture of the Restricted Stock subject to such Restriction Period, the certificates for such shares shall be delivered to the Participant. All legends shall be removed from said certificates at the time of delivery to the Participant except as otherwise required by applicable law. Notwithstanding the foregoing, actual certificates shall not be issued to the extent that book entry recordkeeping is used.
 
7.7           Other Equity - Based Awards. Other equity-based awards (including, without limitation, restricted stock units and performance share awards) may be granted either alone or in addition to or other Awards granted under the Plan to all eligible Participants pursuant to such terms and conditions as the Administrator may determine, including without limitation, in one or more appendix adopted by the administrator and appended to this Plan.
 
8.         EXERCISE OF OPTIONS,
 
8.1           Options shall be exercisable pursuant to the terms under which they were awarded and subject to the terms and conditions of the Plan and any applicable Appendix, as specified in the Award Agreement.
 
8.2           The exercise price for each share to be issued upon exercise of an Option shall be such price as is determined by the Board in its discretion, provided that the price per Share is not less than the par value of each Share.
 
 
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8.3           An Option, or any part thereof, shall be exercisable by the Participant's signing and returning to the Company at its principal office {and to the Trustee, where applicable), a "Notice of Exercise" in such form and substance as may be prescribed by the Board of Directors from time to time, together with full payment for the Shares underlying such Option.
 
8.4           Each payment for Shares under an Option shall be in respect of a whole number of Shares, shall be effected in cash or by check payable to the order of the Company, or such other method of payment acceptable to the Company as determined by the Administrator, and shall be accompanied by a notice stating the number of Shares being paid for thereby.
 
8.5           Until the Shares are issued (as evidenced by the appropriate entry in the share register of the Company or of a duly authorized transfer agent of the Company) a Participant shall have no right to vote or right to receive dividends or any other rights as a shareholder shall exist with respect to such Shares, notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued) such Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other right the record date for which is prior to the date the Shares are issued, except as provided in Section 9 of the Plan.
 
8.6           To the extent permitted by law, if the Share is traded on a national securities exchange, The Nasdaq Share Market or quoted on a national quotation system sponsored by the National Association of Securities Dealers or otherwise publicly traded or quoted, payment for the Shares underlying an Option may be made all or in part by the delivery (on a form prescribed by the Company) of an irrevocable direction to a securities broker approved by the Company to sell Shares and to deliver all or part of the sales proceeds to the Company in payment of the exercise price (or the relevant portion thereof, as applicable) and any withholding taxes, or on such other terms and conditions as may be acceptable to the Administrator. No Shares shall be issued until payment has been made or provided for, as provided herein.
 
9.         TERMINATION OF RELATIONSHIP AS SERVICE PROVIDER.
 
9.1         Effect of Termination; Exercise after Termination. Unless otherwise determined by the Administrator, if a Participant ceases to be a Service Provider, such Participant may exercise any outstanding Options within such period of time as is specified in the Award Agreement or the Plan to the extent that the Options are vested on the date of termination (but in no event later than the expiration of the term of the Option as set forth in the Option Agreement). If, on the date of termination, any Options are unvested, the Shares covered by the unvested portion of the Option shall revert to the Plan. If, after termination, the Participant does not exercise the vested Options within the time specified in the Award Agreement or the Plan, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.
 
In the absence of a provision specifying otherwise in the relevant Award Agreement, then:
 
(a)         in the event that the Participant ceases to be a Service Provider for any reason other than termination for Cause, or as a result of the Participant's death or Disability: (i) the vested Options shall remain exercisable until the earlier of: (i) a period of three (3) months from the Date of Termination; or (ii) expiration of the term of the Option as set forth in Section 13; and (ii) all Restricted Stock still subject to restriction under the applicable Restriction Period, as set forth in the Award Agreement, shall be forfeited;
 
{b)         in the event that the Participant ceases to be a Service Provider as a result of the . Participant's death or Disability: (i) the vested Options shall remain exercisable until the earlier of: (i) a period of one (1) year from the Date of Termination; or (ii) expiration of the term of the Option as set forth in Section 13; and (ii) all Restricted Stock still subject to restriction under the applicable Restriction Period, as set forth in the Award Agreement, shall be forfeited;
 
(c)         in the event that the Participant ceases to be a Service Provider for Cause, (i) all Options will terminate immediately upon the date of such termination for Cause, such that the unvested portion of the Options will not vest, and the vested portion of the Options will no longer be exercisable; and (ii) all Restricted Stock still subject to restriction under the applicable Restriction Period as of the Date of Termination, as set forth in the Award Agreement, shall be forfeited.
 
 
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9.2           Date of Termination. For purposes of the Plan and any Option or Option Agreement, and unless otherwise set forth in the relevant Award Agreement, the "Date of Termination" (whether for Cause or otherwise) shall be the effective date of termination of the Participant's employment or engagement as a Service Provider.
 
9.3           Leave of Absence. Unless the Administrator provides otherwise, vesting of Awards granted hereunder shall be suspended during any unpaid leave of absence.
 
9.4           Change of Status. A Service Provider shall not cease to be considered as such in the case of any (a) leave of absence approved by the Company, or (b) transfers between locations of the Company or between the Company, and its parent, subsidiary, affiliate, or any successor thereof; or (c) changes in status (employee to director, employee to consultant, etc.) provided that such change does not affect the specific terms applying to the Service Provider's Award.
 
10.         ADJUSTMENTS.
 
Upon the occurrence of any of the following described events, a Participant's rights to purchase Shares under the Plan shall be adjusted as hereinafter provided:
 
10.1           Changes in Capitalization. Subject to any required action by the stockholders of the Company, the number of Shares covered by each outstanding Award, and the number of Shares which have been authorized for issuance under the Plan but as to which no Options or other Award have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Option or other Award, as well as the price per Share covered by each such outstanding Option, shall be proportionately adjusted for any increase or decrease in the number of issued Shares resulting from a share split, reverse share split, share dividend, combination or reclassification of the Shares, or any other increase or decrease in the number of issued Shares effected without receipt of consideration by the Company. The conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration." Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of any class, or securities convertible into shares of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares subject to an Option or other Award.
 
10.2         Merger, Acquisition, or Asset Sale.
 
(a) In the event of (i) a merger or consolidation of the Company with or into another corporation resulting in such other corporation being the surviving entity or the direct or indirect parent of the Company or resulting in the Company being the surviving entity and any other person or entity owning fifty percent (50%) or more of the outstanding voting power of the Company's securities by virtue of the transaction, (ii) an acquisition of all or substantially all of the shares of the Company, or (iii) the sale of all or substantially all of the assets of the Company (each such event, a "Transaction"), the unexercised or restricted portion of each outstanding Award shall be assumed or an equivalent Award or right substituted, by the successor corporation or an affiliate of the successor corporation, as shall be determined by such entity, subject to the subsequent sentence in this Section 0(a) and the remaining terms of the Plan. In the event that the successor corporation or a parent or subsidiary of the successor corporation does not provide for such an assumption or substitution of Options, the Administrator may determine, at its sole discretion, that all or a portion of the outstanding and unvested Options shall become exercisable in full on a date no later than ten (10) days prior to the date of consummation of the Transaction, provided that unless otherwise determined by the Administrator, the exercise of all Options that
otherwise would not have been exercisable in the absence of a Transaction, shall be contingent upon the actual consummation of the Transaction.
 
 
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(b) other securities or property) received in the merger or sale of assets by holders of Shares of the Company for each Share held on the effective date of the Transaction (and if holders were offered a choice of consideration, the type of consideration determined by the Administrator, at For the purposes of this Section 010.2, an Option shall be considered assumed or substituted if, following a Transaction, the option confers the right to purchase or receive, for each Share subject to the Option immediately prior to the Transaction, the consideration (whether stock, cash, or its sole discretion); provided, however, that if the consideration received in the Transaction is not solely common stock or ordinary shares (or the equivalent) of the successor corporation or its direct or indirect parent, the Administrator may, with the consent of the successor corporation, provide for the per share consideration to be received upon the exercise of the Option to be solely common stock or ordinary shares (or the equivalent) of the successor corporation or its direct or indirect parent equal in fair market value to the per share consideration received by holders of Shares in the Transaction, as determined by the Administrator.
 
(c) In the event that the Board of Directors determines in good faith that, in the context of a Transaction, certain Options have no monetary value and thus do not entitle the holders of such Options to any consideration under the terms of the Transaction, the Board of Directors may determine that such Options shall terminate effective as of the effective date of the Transaction.
 
(d) It is the intention that the Administrator's authority to make determinations, adjustments and clarifications in connection with the treatment of Awards shall be interpreted as widely as possible, to allow the Administrator maximal power and flexibility to interpret and implement the provisions of the Plan in the event of Transaction, provided that the Administrator shall determine in good faith that a Participant's rights are not thereby adversely affected without the Participant's express written consent. Without derogating from the generality of the foregoing, the Administrator shall have the authority, at its sole discretion, to determine that the treatment of Options, whether vested or unvested, in a Transaction may differ among individual Participants or groups of Participants, provided that the overall economic impact of the different approaches determined by the Administrator shall be substantively equivalent as of the date of the closing of the Transaction.
 
11.         NON-TRANSFERABILITY OF OPTIONS AND SHARES.
 
11.1       No Option may be transferred other than by will or by the laws of descent and distribution, and during the Participant's lifetime an Option may be exercised only by such Participant.
 
11.2         Restricted Stock may not be assigned, transferred, pledged or mortgaged, other than by will or laws of descent and distribution, prior to the date on which the date on which any applicable restriction, performance or deferred period lapses. Shares for which full payment has not been made, may not be assigned, transferred, pledged or mortgaged, other than by will or laws of descent and distribution. For avoidance of doubt, the foregoing shall not be deemed to restrict the transfer of an Participant's rights in respect of Options or Shares purchasable pursuant to the exercise thereof upon the death of such Participant to such Participant's estate or other successors by operation of law or will, whose rights therein shall be governed by Section 9.1(a) hereof, and as may otherwise be determined by the Administrator. Further restrictions on the transfer of Shares are set forth below in Section 21 below.
 
12.           TERM AND AMENDMENT OF THE PLAN.
 
12.1         The Plan shall expire on the date which is ten (10) years from the date of its adoption by the Board of Directors (except as to Options outstanding on that date).
 
 
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12.2         Notwithstanding any other provision of the Plan, the Board (or a duly authorized Committee thereof) may at any time, and from time to time, amend, in whole or in part, any or all of the provisions of the Plan (including any amendment deemed necessary to ensure that the Company may comply with any regulatory requirement), or suspend or terminate it entirely, retroactively or otherwise; provided, however, that, except (x) to correct obvious drafting errors or as otherwise required by law or (y) as specifically provided herein, the rights of a Participant with respect to Awards granted prior to such amendment, suspension or termination, may not be reduced without the consent of such Participant. The Administrator may amend the terms of any Award theretofore granted, prospectively or retroactively, but except (x) to correct obvious drafting errors or as otherwise required by law or applicable accounting rules, or (y) as specifically provided herein, no such amendment or other action by the Committee shall reduce the rights of any Participant with respect to Awards without the Participant's consent.
 
13.         TERM OF OPTION.
 
Unless otherwise explicitly provided in an Award Agreement, if any Option, or any part thereof, has not been exercised and the Shares covered thereby not paid for within ten (10) years after the date on which the Option was granted, as set forth in the Award Agreement (or any other period set forth in the instrument granting such Option pursuant to Section 6), such Option, or such part thereof, and the right to acquire such Shares shall terminate, all interests and rights of the Participant in and to the same shall expire, and, in the event that in connection therewith any Shares are held in trust as aforesaid, such trust shall expire.
 
14.           CONTINUANCE OF ENGAGEMENT.
 
Neither the Plan nor any offer of Shares or Options to a Participant shall impose any obligation on the Company or a related company thereof, to continue the employment or engagement of any Participant as a Service Provider, and nothing in the Plan or in any Option granted pursuant thereto shall confer upon any Participant any right to continue to serve as a Service Provider of the Company or a related company thereof or restrict the right of the Company or a related company thereof to terminate such employment or engagement at any time.
 
15.           GOVERNING LAW.
 
The Plan and all instruments issued thereunder or in connection therewith, shall be governed by, and interpreted in accordance with, the laws of the State of Nevada.
 
16.           APPLICATION OF FUNDS.
 
The proceeds received by the Company from the sale of Shares pursuant to Options granted under the Plan will be used for general corporate purposes of the Company or any related company thereof.
 
17.           TAXES .
 
17.1   Any tax consequences arising from the grant, or vesting or exercise of any Award, from the payment for Shares covered thereby, or from any other event or act (of the Company, and/or its affiliates, or the Participant), hereunder, shall be borne solely by the Participant. The Company and/or its affiliates shall withhold taxes according to the requirements under the applicable laws, rules, and regulations, including withholding taxes at source. Furthermore, the Participant shall agree to indemnify the Company and/or its affiliates and hold them harmless against and from any and all liability for any such tax or interest or penalty thereon, including without limitation, liabilities relating to the necessity to withhold, or to have withheld, any such tax from any payment made to the Participant. The Company or any of its affiliates may make such provisions and take such steps as it may deem necessary or appropriate for the withholding of all taxes required by law to be withheld with respect to Awards granted under the Plan and the exercise thereof, including, but not limited, to (i) deducting the amount so required to be withheld from any other amount (or Shares issuable) then or thereafter to be provided to the Participant, including by deducting any such amount from a Participant's salary or other amounts payable to the Participant, to the maximum extent permitted under law and/or (ii) requiring the Participant to pay to the Company or any of its affiliates the amount so required to be withheld as a condition of the issuance, delivery, distribution or release of any Shares and/or (iii) by causing the exercise and sale of any Options or Shares held by on behalf of the Participant to cover such liability, up to the amount required to satisfy minimum statutory withholding requirements. In addition, the Participant will be required to pay any amount due in excess of the tax withheld and transferred to the tax authorities, pursuant to applicable tax laws, regulations and rules.
 
 
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17.2       The receipt of an Award and/or the acquisition of Shares issued upon the exercise of the Options may result in tax consequences. The description of tax consequences set forth in the Plan or any Appendix hereto does not purport to be complete, up to date or to take into account any special circumstances relating to a Participant.
 
17.3       THE PARTICIPANT IS ADVISED TO CONSULT WITH A TAX ADVISOR WITH RESPECT TO THE TAX CONSEQUENCES OF RECEIVING OR EXERCISING ANY AWARD IN LIGHT OF HIS OR HER PARTICULAR CIRCUMSTANCES.
 
18.         MARKET STAND-OFF
 
If so requested by the Company or any representative of the underwriters (the "Managing Underwriter") in connection with any registration of the offering of any securities of the Company under the securities laws of any jurisdiction, the Participant shall not sell or otherwise transfer any Shares or other securities of the Company during a 180-day period or such other period as may be requested in writing by the Managing Underwriter and agreed to in writing by the Company (the "Market Standoff Period") following the effective date of registration statement of the Company filed under such securities laws, The Company may require the Participant to execute a form of undertaking to this effect or impose stop transfer instructions with respect to securities subject to the foregoing restrictions until the end of such Market Standoff Period.
 
19.         CONDITIONS UPON ISSUANCE OF SHARES.
 
19.1       Legal Compliance. Shares shall not be issued pursuant to the exercise of an Option or with respect to any other Award unless the exercise of such Option or grant of such Award and the issuance and delivery of such Shares shall comply with applicable laws and shall be further subject to the approval of counsel for the Company with respect to such compliance. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company's counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.
 
19.2     investment Representations. As a condition to the exercise of an Option or receipt of an Award, the Board may require the person exercising such Option or receiving such Award to represent and warrant at the time of any such exercise or the time of receipt of the Award that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares, and make other representations as may be required under applicable securities laws if, in the opinion of counsel for the Company, such representations are required, all in form and content specified by the Board.
 
19.3       Legend. The Administrator may require each person receiving Shares pursuant to an Award granted under the Plan to represent to and agree with the Company in writing that the Participant is acquiring the shares without a view to distribution thereof and such other securities law related representations as the Administrator shall request. In addition to any legend required by the Plan, the certificates for such shares may include any legend which the Administrator deems appropriate to reflect any applicable restrictions on transfer. All certificates for Shares delivered under the Plan shall be subject to such stock transfer orders and other restrictions as the Administrator may deem advisable under the rules, regulations and other requirements of any relevant securities authority, any stock exchange upon which the Shares are then listed or any national securities association system upon whose system the Shares are then quoted, any applicable securities law, and any applicable corporate law, and the Administrator may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.
 
 
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20.         PROXY
 
The Company, at its sole discretion, may require that as a condition of grant of an Award or of exercise of an Option, the Participant be required to grant an irrevocable proxy to any appropriate person designated by the Company, to vote all Shares obtained by the Participant pursuant to an Award at all general meetings of Company, and to sign all written resolutions, waivers, consents etc. of the shareholders of the Company on behalf of the Participant, including the right to waive on behalf of the Participant all minimum notice requirements for meetings of shareholders of the Company. Such proxy shall remain in effect until the consummation of an IPO, and shall be irrevocable as the rights of third parties, including investors in the Company, depend upon such proxy. The proxy shall be personal to the Participant and shall not survive the transfer of the Participant's Shares to a third-party transferee; provided, however, that upon a transfer of the Participant's Shares to such a transferee (subject to the terms and conditions of the Plan concerning any such transfer), the transferee may be required to grant an irrevocable proxy to such appropriate person as the Company, in giving its approval to the transfer, so requires. The proxy may be contained in the Award Agreement of each Participant or otherwise as the Committee determines. If contained in the Award Agreement, no further document shall be required to implement such proxy, and the signature of the Participant on the Award Agreement shall indicate approval of the proxy thereby granted. The holder of the proxy shall be indemnified and held harmless by the Company against any cost or expense (including counsel fees) reasonably incurred by him/her, or any liability (including any sum paid in settlement of a claim with the approval of the Company) arising out of any act or omission to act in connection with the voting of the proxy unless arising out of his/her own fraud, bad faith or gross negligence, to the extent permitted by applicable law. Such indemnification shall be in addition to any rights of indemnification the holder of the proxy may have as a director, officer or otherwise under the Company's Certificate of Incorporation, by laws or any agreement, any vote of shareholders or directors, insurance policy or otherwise.
 
21.         ADDITIONAL RESTRICTIONS ON TRANSFERS OF SHARES.
 
Until such time as the Shares are registered for trade to the public, a Participant shall not be permitted to transfer, sell, assign, pledge, hypothecate, or otherwise encumber or dispose of in any way (for the purposes of this Section 21, a "Transfer") to one or more third parties pursuant to an understanding with such third parties any Shares, except as otherwise provided in this Plan, the applicable Award Agreement or as required under applicable law.
 
22.          MISCELLANEOUS.
 
Whenever applicable in the Plan, the singular and the plural, and the masculine, feminine and neuter shall be freely interchangeable, as the context requires. The Section headings or titles shall not in any way control the construction of the language herein, such headings or titles having been inserted solely for the purpose of simplified reference. Words such as "herein", "hereof", "hereto", "hereinafter", "hereby", and "hereinabove" when used in the Plan refer to the Plan as a whole, including any applicable Appendices, unless otherwise required by context.
 
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Exhibit 10.4
 
EMPLOYMENT AGREEMENT
 
THIS AGREEMENT made this 3rd day of March, 2010 (the "Effective Date").
 
BETWEEN:
 
Blue Sphere Corporation, a Nevada company with a business office in
Hong Kong (formerly Jin Jie Corp.),
(the "Company")
 
AND:
 
Eli Weinberg, an individual currently residing in Haifa, Israel.
(the "Chairman")
 
WHEREAS:
 
A.       The Company has, subject to the completion of certain conditions by the Chairman, agreed to engage the Chairman to serve in the role of founder of the Israeli subsidiary of the Company (the "Israeli Subsidiary") and as an active director of the Israeli Subsidiary and upon his appointment as a director of the Company, as the Chairman of the Board of the Company; and
 
B.       The Chairman and the Company wish to formally record the terms and conditions upon which the Chairman will be employed by the Company and that each of the Company and the Chairman have agreed to the terms and conditions set forth in this Agreement, as evidenced by their execution hereof; and
 
C.       The Chairman has significant experience and has previously negotiated with several potential clients of the Company in the past and thus has established relationships with such potential clients and will consequently reinitiate such relationships with the goal of beginning negotiations in order to have the Company sign commercial agreements with such potential clients; and
 
D.      "PDD" means a document, prepared by an outsourced professional entity that presents information on the essential technical and organizational aspects of a project activity and is used for the registration of the project with the UNFCCC. The PDD contains information on the project activity, the approved baseline methodology applied to the project activity, and the approved monitoring methodology applied to the project. It discusses and justifies the choice of baseline methodology and the applied monitoring concept, including monitoring data and calculation methods.
 
NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the premises and the mutual covenants and agreements herein contained, the parties premises and the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
 
 
 
 
 
ARTICLE I
CONTRACT FOR SERVICES
 
1.1
Engagement of Chairman. The Company hereby agrees to employ the Chairman in accordance with the terms and provisions hereof.
 
 
(a)
Term. Unless terminated earlier in accordance with the provisions hereof, the term of employment under this Agreement will commence on the date of execution hereof (the "Commencement Date") and will continue for a period of two (2) years from the Commencement Date (the "Term"). The Term will terminate immediately unless the following conditions are satisfied on or before April 15, 2010 or on an extended date as per 1.1(b) below, and in such case, this Agreement will be null and void ab initio:
 
 
(i)
the Company, as a result of the Chairman's efforts, has entered into two (2) fully-executed agreements with two separate parties, each unrelated and arm's length to each other and to the Chairman, for carbon credit services; and
 
 
(ii)
the Company, as a result of the Chairman's efforts, has entered into two (2) signed memorandums of understanding with two separate parties, each unrelated and arm's length to each other and to the Chairman, for carbon credit services;
 
 
(b)
However, notwithstanding the above, if receipt of $500,000 less legal fees deducted (to a maximum of $50,000) necessary for the operation of the activities of the Israeli Subsidiary via a shareholders loan or capital injection by the Company (the "Funds") in the bank account of the Israeli subsidiary of the Company (the "Bank Account") is delayed beyond March 1, 2010, then the date of April 15 TH 2010, shall be extended on a day for day basis, until the funds are received in the Bank Account.
 
1.2
Service. The Chairman agrees to faithfully, honestly and diligently serve the Company and to devote the Chairman's time, attention and best efforts to further the business and interests of the Company during the Term. The Company acknowledges that the Chairman is engaged in other business activities that commenced prior to this agreement and the Chairman declares that these other activities will not be an obstacle to the commitments he is undertaking under this agreement.
 
1.3
Duties. The Chairman's services hereunder will be provided on the basis of the following terms and conditions:
 
 
(a)
Reporting directly to the Board of Directors of the Company, the Chairman will serve as the Chairman of the Board of the Company;
 
 
2
 
 
 
(b)
The Chairman will be a member of the Board, and will be a partner with the Chief Executive in achieving the organization's mission.
 
 
(c)
The Chairman will provide leadership to the Board of Directors, to set policy and to whom the Chief Executive is accountable. The Chairman will chair meetings of the Board after developing the agenda with the Chief Executive.
 
 
(d)
The Chairman will discuss issues confronting the organization with the Chief Executive Officer. He will help, guide and mediate Board actions with respect to organizational priorities and governance concerns.  The Chairman will review with the Chief Executive Officer any issues of concern to the Board and monitor financial planning and financial reports. The Chairman will formally evaluate the performance of the Chief Executive Officer and informally will evaluate the effectiveness of the Board members.
 
 
 
(e)
The Chairman will assist the Chief Executive Officer to plan and direct the organization's activities to achieve stated/agreed targets and standards for financial and trading performance, quality, culture and legislative adherence. He will recruit, select and develop Chairman team members and direct functions and performance via the Chairman team.
 
The Chairman will together with the Chief Executive Officer play a leading role in fundraising activities.
 
The Chairman will faithfully, honestly and diligently serve the Company and cooperate with the Company and utilize maximum professional skill and care to ensure that all services rendered hereunder are to the satisfaction of the Company, acting reasonably, and the Chairman will provide any other services not specifically mentioned herein, but which by reason of the Chairman's capability, the Chairman knows or ought to know to be necessary to ensure that the best interests of the Company are maintained.
 
The Chairman will assume, obey, implement and execute such duties, directions, responsibilities, procedures, policies and lawful orders as may be determined or given from time to time by the Company.
 
The Chairman will report the results of his duties hereunder to the Company as it may request from time to time.
 
The Chairman will serve as an active director of the Israeli Subsidiary.
 
ARTICLE 2
COMPENSATION
 
2..1
Remuneration.
 
 
(a)
For services rendered by the Chairman during the Term, the Chairman will be paid a monthly remuneration, payable within 10 days after the end of each month against an invoice, at a gross monthly rate of US$10,000 + VAT (the "Fee"). Subsequently, the Fee will increase to a gross monthly rate of USD $15,000 + VAT upon the completion of PDDs for two projects. The Fee will be paid in NIS translated pursuant to the official representative rate of exchange of the US$ as published by the Bank of Israel on the payment date. Any deductions required to be made by the Company and submitted to relevant tax or other authorities will be deducted at source. Payments may be made through the Israeli subsidiary of the Company.
 
 
3
 
 
 
(b)
The Chairman's position with the Company is included among the positions of management or those requiring a special degree of personal trust, and the Company is not able to supervise the number of working hours of the Chairman; therefore the provisions of the Israel Hours of Work and Rest Law - 1951, will not apply to the Chairman and he will not be entitled to any additional remuneration whatsoever for his work with the exception of that specifically set out in this Agreement.
 
2.2
Stock Options.
 
 
(a)
"Chairman's Stock Options": For the purposes of this Agreement, "Chairman's Stock Options" means nine (9%) percent of the common shares in the capital of the Company as of the Effective Date to vest in accordance with this paragraph 2.2 and the Company's Stock Option Plan.
 
 
(b)
As of the Commencement Date, the Company will grant to the Chairman the Chairman's Stock Options, exercisable at a price of $0,001 per share for a term of two years from the Commencement Date. At the end of each 3 months' employment hereunder, 12.5% of the Chairman's Stock Options shall vest. Other than in paragraph 2.2(c), common shares issued on exercise of the Chairman's Stock Options may not be sold for two years after the Effective Date.
 
 
(c)
Notwithstanding the foregoing, all of the Chairman's Stock Options will vest upon: (i) the Company ending the Chairman's employment pursuant to paragraph 5.3 hereunder without cause; or (ii) an event of a merger or acquisition by a third party of substantially all the Company or other "exit event" for all shareholders of the Company (each such event an "Exit"), in which Exit the Chairman will be entitled to exercise his Chairman's Stock Options and join with customary rights of "tag-along" and shall consequently be entitled to sell the entirety of his common shares at the Exit price per share of the selling shareholders in such Exit. Notwithstanding section (ii) above, in the event of an Exit where the Chairman is requested to remain employed by the Company on terms no less favorable to him than under this Agreement but he refuses to remain so employed, the Chairman's Stock Options will vest as per paragraph 2.2(b).
 
 
(d)
The terms regarding the Chairman's Stock Options shall be documented in a formal option agreement between the Company and the Chairman in the form appended as Schedule "A" to be executed simultaneously with this Agreement.

 
4
 
 
2.3
Incentive Plans The Chairman will be entitled to participate in any bonus plan or incentive compensation plans for its employees, adopted by the Company.
 
2.4
Expenses. The Chairman will be reimbursed by the Company for all reasonable business expenses incurred by the Chairman and pre-approved by the board in connection with his duties within previously approved budgets upon submission of a monthly statement of expenses. This includes, but not only, payments of expenses incurred when traveling abroad, per diem payments for travel abroad according to the rules set forth by the Israeli Tax Authorities and others.
 
2.5
Vacation: Recreation Pay. The Chairman will be entitled to cumulative paid vacations of twenty (20) days per year. In addition, the Chairman will be entitled to sick leave according to applicable law, but will not be entitled to Recreation Pay. The Chairman will not be entitled to any other benefits whatsoever.
 
2.6
Annual Review. The compensation payable and the method of payment to the Chairman under this Article 2 will be reviewed after 1 year from the date of this agreement by the Board of the Company.
 
ARTICLE 3
INSURANCE AND BENEFITS
 
3.1
Liability Insurance Indemnification. The Company will insure the Chairman (including his heirs, executors and administrators) with coverage under a standard directors' and officers' liability insurance policy at the Company's expense.
 
ARTICLE 4
CONFIDENTIALITY AND NON-COMPETITION
 
4.1
Maintenance of Confidential Information.
 
(a)            "Confidential Information": For the purposes of this Agreement, "Confidential Information" shall include all information of a confidential nature, that has been or will be disclosed to the Chairman by the Company or any person or entity on its behalf, and includes, without limitation, any and all developments, trade secrets, inventions, innovations, techniques, processes, formulas, drawings, designs, products, systems, creations, improvements, documentation, data, specifications, technical reports, customer lists, supplier lists, distributor lists, distribution channels and methods, retailer lists, reseller lists, employee information, financial information, sales or marketing plans, competitive analysis reports and any other thing or information whatsoever, whether copyrightable or uncopyrightable or patentable or unpatentable.
 
 
5
 
 
 
(b)
The Chairman acknowledges that, in the course of employment hereunder, the Chairman will, either directly or indirectly, have access to and be entrusted with Confidential Information (whether oral, written or by inspection) relating to the Company or its respective affiliates, associates or customers.
 
 
(c)
The Chairman acknowledges that the Company's Confidential Information constitutes a proprietary right, which the Company is entitled to protect. Accordingly, the Chairman covenants and agrees that, during the Term and for a period of two years thereafter, the Chairman will keep in strict confidence the Company's Confidential Information and will not, without prior written consent of the Company, disclose, use or otherwise disseminate the Company's Confidential Information, directly or indirectly, to any third party.
 
 
(d)
The Chairman agrees that, upon termination of his services for the Company, he will immediately surrender to the Company all Company Confidential Information then in his possession or under his control.
 
4.2
Exceptions. The general prohibition contained in Section 4.1 against the unauthorized disclosure, use or dissemination of the Company's Confidential Information will not apply in respect of any Company Confidential Information that:
 
 
(a)
is available to the public generally;
 
 
(b)
becomes part of the public domain through no fault of the Chairman;
 
 
(c)
is already in the lawful possession of the Chairman at the time of receipt of the Company's Confidential Information; or
 
 
(d)
is compelled by applicable law to be disclosed, provided that the Chairman gives the Company prompt written notice of such requirement prior to such disclosure and provides assistance at the request and expense of the Company, in obtaining an order protecting the Company's Confidential Information from public disclosure.
 
4.3
Fiduciary Obligation. The Chairman declares that the Chairman's relationship to the Company is that of fiduciary, and the Chairman agrees to act towards the Company and otherwise behave as a fiduciary of the Company.
 
4.4
Non Competition. The Chairman agrees and undertakes that he will not, so long as he is employed by the Company and for a period of 12 months following termination of his employment for whatever reason, directly or indirectly, as owner, partner, joint venture, stockholder, employee, broker, agent, principal, corporate officer, director, licensor or in any other capacity whatever engage in, become financially interested in, be employed by, or have any connection with any business or venture that competes with the Company's business, including any business which, when this Agreement terminates, the Company contemplates in good faith to be materially engaged in within 12 months thereafter, provided that the Company has taken demonstrable actions to promote such engagement or that the Company's Board of Directors has adopted a resolution authorizing such actions prior to the date of termination; provided, however, that Chairman may own securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent (1%) of any class of stock or securities of such company, so long as he has no active role in the publicly owned and traded company as director, employee, consultant or otherwise.
 
 
6
 
 
4.5
No Solicitation.
 
 
(a)
"Customer": For the purposes of this Agreement, "Customer" means any Person who is, at any time during the Term and for a period of 12 months following termination of the Chairman's employment for any reason, a customer of the Company or any of its affiliates that the Chairman knew or ought reasonably to have known was a customer of the Company or any of its affiliates, or any Person with whom contact is made during such period for the purpose of persuading such Person to become a customer of the Company or any of its affiliates, provided that the Chairman knew or ought reasonably to have know such contact was made.
 
 
(b)
"Person": For the purposes of this Agreement, "Person" means an   individual, corporation, partnership, trustee, trust, unincorporated association, organization, syndicate, joint venture, limited liability company, executor, administrator or other legal or personal representative, government entity or any other entity recognized by law.
 
 
(c)
The Chairman covenants and undertakes that he will not, at any time during the Term and for a period of 12 months following termination of his employment for any reason, directly or indirectly, in any way:
 
 
(i)
solicit, hire or engage the services of any employee or consultant the Company or its affiliates or persuade or attempt to persuade any such individual to terminate his employment or relationship with the Company or any of its Affiliates;
 
 
(ii)
persuade or attempt to persuade any Customer to restrict, limit or discontinue purchasing or retaining the services provided by the Company or any of its affiliates to any such Customer or to reduce the amount of business which any such Customer has customarily done, or contemplates doing, with the Company or any of its affiliates in respect of the Company's business, or to solicit or take away, or attempt to solicit or take away, from the Company or any of its affiliates any of its Customers in respect of the Company's business.
 
 
7
 
 
4.6
Remedies. The parties to this Agreement recognize that any violation or threatened violation by the Chairman of any of the provisions contained in this Article 4 will result in immediate and irreparable damage to the Company and that the Company could not adequately be compensated for such damage by monetary award alone. Accordingly, the Chairman agrees that, in the event of any such violation or threatened violation, the Company will, in addition to any other remedies available to the Company at law or in equity, be entitled as a matter of right to apply to such relief by way of restraining order, temporary or permanent injunction and to such other relief as any court of competent jurisdiction may deem just and proper.
 
4.7
Reasonable Restrictions. The Chairman agrees that all restrictions in this Article 4 are reasonable and valid in order to protect the business and proprietary interests of the Company, both as to the duration of time and any geographic limitation therein provided, based on the present business, plans and prospects of the Company and that compliance with the provisions of this Agreement will be unduly burdensome on him or deprive him of a means of livelihood.
 
ARTICLE 5
TERMINATION
 
5.1
Definitions
 
 
(a)
"Cause": For the purposes of this Agreement, "Cause" means that the Chairman has:
 
 
(i)
committed an intentional act of fraud, embezzlement or theft in connection with the Chairman's duties or in the course of the Chairman's employment with the Company;
 
 
(ii)
intentionally and wrongfully damaged property of the Company, or any of its respective affiliates, associates or customers;
 
 
(iii)
intentionally or wrongfully disclosed any of the Confidential Information;
 
 
(iv)
made material personal benefit at the expense of the Company without the prior written consent of the management of the Company;
 
 
(v)
accepted shares or options or any other gifts or benefits from a vendor without the prior written consent of the management of the Company;
 
 
(vi)
fundamentally breached any of the Chairman's material covenants contained in this Agreement; or

 
8
 
 
 
(vii)
willfully and persistently, without reasonable justification, failed or refused to follow the lawful and proper directives of the Company specifying in reasonable detail the alleged failure or refusal and after a reasonable opportunity for the Chairman to cure the alleged failure or refusal.
 
 
(b)
"Terminated For No Cause". For the purposes of this Agreement, "Terminated For No Cause" means any event of termination that is not a result of the events described in clause 5.1(a) above.
 
 
(c)
"Intentional": For the purposes of this Agreement, an act or omission on the part of the Chairman will not be deemed "intentional," if it was due to an error in judgment or negligence, but will be deemed "intentional" if done by the Chairman not in good faith and without reasonable belief that the act or omission was in the best interests of the Company, or its respective affiliates, associates or customers.
 
 
(d)
"Disability": For the purposes of this Agreement, "Disability" will mean any physical or mental illness or injury as a result of which the Chairman remains absent from work for a period of six (6) successive months, or an aggregate of six (6) months in any twelve (12) month period. Disability will occur upon the end of such six-month period.
 
5.2
Termination For Cause or Disability. This Agreement may be terminated at any time by the Company without notice, for Cause or in the event of the Disability of Chairman.
 
5.3
Termination For No Cause. This agreement may be Terminated For No Cause by any of the parties with a prior notice of 6 months if terminated within a period of 24 months from the closing date or with a notice of 3 months if terminated after 24 months from the closing date. During the notice period, both parties to this Agreement will fulfil their duties and obligations under this Agreement.
 
5.4
Severance for Termination With Cause. If the Company terminates the Chairman's employment for Cause, then the Company will not be obligated to pay the Chairman any severance payments or provide any notice whatsoever to the Chairman.
 
5.5
Limitation of Damages. It is agreed that, in the event of termination of employment, neither the Company, nor the Chairman will be entitled to any notice, or payment in excess of that specified in this Article 5.
 
5.6
Return of Materials. Within three (3) days of any termination of employment hereunder, or upon any request by the Company at any time, the Chairman will return or cause to be returned any and all Confidential Information and other assets of the Company (including all originals and copies thereof), which "assets" include, without limitation, hardware, software, keys, security cards and backup tapes that were provided to the Chairman either for the purpose of performing the employment services hereunder or for any other reason. The Chairman acknowledges that the Company's Confidential Information and the assets are proprietary to the Company, and the Chairman agrees to return them to the Company in the same condition as the Chairman received such Confidential Information and assets.

 
9
 
 
5.7
Effect of Termination. Sections 4, 5.5 and 8.11 hereto will remain in full force and effect after termination of this Agreement, for any reason whatsoever
 
ARTICLE 6
MUTUAL REPRESENTATIONS
 
6.1
The Chairman represents and warrants to the Company that the execution and delivery of this Agreement and the fulfillment of the terms hereof
 
 
(a)
will not constitute a default under or conflict with any agreement or other instrument to which he is a party or by which he is bound, and
 
 
(b)
do not require the consent of any person or entity.
 
6.2
The Company represents and warrants to Chairman that this Agreement has been duly authorized, executed and delivered by the Company and that the fulfillment of the terms hereof
 
 
(a)
will not constitute a default under or conflict with any agreement of other instrument to which it is a party or by which it is bound, and
 
 
(b)
do not require the consent of any person of entity.
 
6.3
Each party hereto warrants and represents to the other that this Agreement constitutes the valid and binding obligation of such party enforceable against such party in accordance with its terms subject to applicable bankruptcy, insolvency, moratorium and similar laws affecting creditors' rights generally, and subject, as to enforceability, to general principles of equity (regardless if enforcement is sought in proceeding in equity or at law).
 
ARTICLE 7
NOTICES
 
7.1
Notices. All notices required or allowed to be given under this Agreement must be made either personally by delivery to or by facsimile transmission to the address as hereinafter set forth or to such other address as may be designated from time to time by such party in writing:
 
 
(a)
in the case of the Company, to:
 
Blue Sphere Corporation
409 - 4th Floor, Tsui King House
Choi Hung Estate Hong Kong
 
Attn: Cally Lai
 
 
(b)
and in the case of the Chairman, to 6 Hayarkon St. Haifa.
 
 
10
 
 
7.2
Change of Address. Any party may, from time to time, change its address for service hereunder by written notice to the other party in the manner aforesaid.
 
ARTICLE 8
GENERAL
 
8.1
Entire Agreement. As of from the date hereof, any and all previous agreements, written or oral between the parties hereto or on their behalf relating to the employment of the Chairman by the Company are null and void. The parties hereto agree that they have expressed herein their entire understanding and agreement concerning the subject matter of this Agreement and it is expressly agreed that no implied covenant, condition, term or reservation or prior representation or warranty will be read into this Agreement relating to or concerning the subject matter hereof or any matter or operation provided for herein.
 
8.2
Personal Agreement. The provisions of this Agreement are in lieu of the provisions of any collective bargaining agreement, and therefore, no collective bargaining agreement will apply with respect to the relationship between the parties hereto (subject to the applicable provisions of law).
 
8.3
Further Assurances. Each party hereto will promptly and duly execute and deliver to the other party such further documents and assurances and take such further action as such other party may from time to time reasonably request in order to more effectively carry out the intent and purpose of this Agreement and to establish and protect the rights and remedies created or intended to be created hereby.
 
8.4
Waiver. No provision hereof will be deemed waived and no breach excused, unless such waiver or consent excusing the breach is made in writing and signed by the party to be charged with such waiver or consent. A waiver by a party of any provision of this Agreement will not be construed as a waiver of a further breach of the same provision.
 
8.5
Amendments in Writing. No amendment, modification or rescission of this Agreement will be effective unless set forth in writing and signed by the parties hereto.
 
8.6
Assignment. Except as herein expressly provided, the respective rights and obligations of the Chairman and the Company under this Agreement will not be assignable by either party without the written consent of the other party and will, subject to the foregoing, enure to the benefit of and be binding upon the Chairman and the Company and their permitted successors or assigns. Nothing herein expressed or implied is intended to confer on any person other than the parties hereto any rights, remedies, obligations or liabilities under or by reason of this Agreement.
 
 
11
 
 
8.7
Severability. In the event that any provision contained in this Agreement is declared invalid, illegal or unenforceable by a court or other lawful authority of competent jurisdiction, such provision will be deemed not to affect or impair the validity or enforceability of any other provision of this Agreement, which will continue to have full force and effect.
 
8.8
Headings. The headings in this Agreement are inserted for convenience of reference only and will not affect the construction or interpretation of this Agreement.
 
8.9
Number and Gender. Wherever the singular or masculine or neuter is used in this Agreement, the same will be construed as meaning the plural or feminine or a body politic or corporate and vice versa where the context so requires.
 
8.10
Time. Time is of the essence in this Agreement.
 
8.11
Governing Law. This Agreement will be construed and interpreted in accordance with the laws of the State of Israel applicable therein, and each of the parties hereto expressly attorns to the jurisdiction of the courts of the State of Israel. The sole and exclusive place of jurisdiction in any matter arising out of or in connection with this Agreement will be the applicable Tel-Aviv court.
 
8.12
Enurement. This Agreement is intended to bind and enure to the benefit of the Company, its successors and assigns, and the Chairman and the personal legal representatives of the Chairman.
 
IN WITNESS WHEREOF the parties hereto have executed this Agreement effective as of the date and year first above written.
 
       
Per:
       
 
Blue Sphere Corporation
 
Eli Weinberg
 
         
Name:
Cally Lai      
Title:
President      
 
12
Exhibit 10.5
 
EMPLOYMENT AGREEMENT
 
THIS AGREEMENT made this 3rd day of March, 2010 (the “Effective Date”).
 
BETWEEN:
 
Blue Sphere Corporation , a Nevada company with a business office in
Hong Kong (formerly Jin Jie Corp.),
(the “ Company ”)
 
AND:
 
Shlomo Palas, an individual currently residing at Rosh Ha’ayin, Israel.
(the “ Executive ”)
 
WHEREAS:
 
A.      The Company has, subject to the completion of certain conditions by the Company, agreed to engage the Executive to serve in the role of the Chief Executive Officer of the Company;
 
B.      The Executive and the Company wish to formally record the terms and conditions upon which the Executive will be employed by the Company and that each of the Company and the Executive have agreed to the terms and conditions set forth in this Agreement, as evidenced by their execution hereof; and
 
C.      “ PDD ” means a document, prepared by an outsourced professional entity that presents information on the essential technical and organizational aspects of a project activity and is used for the registration of the project with the UNFCCC. The PDD contains information on the project activity, the approved baseline methodology applied to the project activity, and the approved monitoring methodology applied to the project. It discusses and justifies the choice of baseline methodology and the applied monitoring concept, including monitoring data and calculation methods.
 
NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the premises and the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
 
ARTICLE 1
CONTRACT FOR SERVICES
 
1.1
Engagement of Executive. The Company hereby agrees to employ the Executive in accordance with the terms and provisions hereof.
 
 
(a)
Term. Unless terminated earlier in accordance with the provisions hereof, the term of employment under this Agreement will commence on the date of execution hereof (the “ Commencement Date ”) and will continue for a period of two (2) years from the Commencement Date (the “ Term ”). The Term will terminate immediately unless the following conditions are satisfied on or before April 15, 2010 or on an extended date as per 1.1(b) below, and in such case, this Agreement will be null and void ab initio:
 
 
 
 
 
 
(i)
the Company has entered into two (2) fully-executed agreements with two separate parties, each unrelated and arm’s length to each other and to the Chairman, for carbon credit services; and
 
 
(ii)
the Company has entered into two (2) signed memorandums of understanding with two separate parties, each unrelated and arm’s length to each other and to the Chairman, for carbon credit services;
 
 
(b)
However, notwithstanding the above, if receipt of $500,000 less legal fees deducted (to a maximum of $50,000) necessary for the operation of the activities of an Israeli Subsidiary of the Company (the “ Israeli Subsidiary ”) via a shareholders loan or capital injection by the Company (the “ Funds ”) in the bank account of the Israeli Subsidiary (the “ Bank Account ”) is delayed beyond March 1, 2010, then the date of April 15 TH 2010, shall be extended on a day for day basis, until the funds are received in the Bank Account.
 
1.2
Service. The Executive agrees to faithfully, honestly and diligently serve the Company and to devote the Executive’s time, attention and best efforts to further the business and interests of the Company during the Term. The Company acknowledges that the Executive is engaged in other business activities that commenced prior to this agreement and the Executive declares that these other activities will not be an obstacle to the commitments he is undertaking under this agreement.
 
1.3
Duties. The Executive’s services hereunder will be provided on the basis of the following terms and conditions:
 
 
(a)
Reporting directly to the Board of Directors of the Company, the Executive will serve as the Chief Executive Officer of the Company;
 
 
(b)
The Executive will be responsible for setting the overall corporate direction for the Company, including establishing and maintaining budgets for the Company and ensuring the Company has adequate capital for its operations, marketing and general corporate activities, all subject to any applicable law and to instructions provided by the Board of Directors of the Company from time to time;
 
The Executive will plan and direct the organization's activities to achieve stated/agreed targets and standards for financial and trading performance, quality, culture and legislative adherence. He will recruit, select and develop executive team members and direct functions and performance via the executive team.
 
 
2
 
 
 
(c)
The Executive will play a leading role in fundraising activities
 
 
(d)
The Executive will faithfully, honestly and diligently serve the Company and cooperate with the Company and utilize maximum professional skill and care to ensure that all services rendered hereunder are to the satisfaction of the Company, acting reasonably, and the Executive will provide any other services not specifically mentioned herein, but which by reason of the Executive’s capability, the Executive knows or ought to know to be necessary to ensure that the best interests of the Company are maintained.
 
 
(e)
The Executive will assume, obey, implement and execute such duties, directions, responsibilities, procedures, policies and lawful orders as may be determined or given from time to time by the Company.
 
 
(f)
The Executive will report the results of his duties hereunder to the Company as it may request from time to time.
 
ARTICLE 2
COMPENSATION
 
2.1
Remuneration.
 
 
(a)
For services rendered by the Executive during the Term, the Executive will be paid a monthly remuneration, payable within 10 days after the end of each month against an invoice, at a gross monthly rate of US$10,000 + VAT (the “ Fee ”). Subsequently, the Fee will increase to a gross monthly rate of USD $15,000 + VAT upon the completion of PDDs for two projects. The Fee will be paid in NIS translated pursuant to the official representative rate of exchange of the US$ as published by the Bank of Israel on the payment date. Any deductions required to be made by the Company and submitted to relevant tax or other authorities will be deducted at source. Payments may be made through an Israeli Subsidiary.
 
 
(b)
The Executive’s position with the Company is included among the positions of management or those requiring a special degree of personal trust, and the Company is not able to supervise the number of working hours of the Executive; therefore the provisions of the Israel Hours of Work and Rest Law - 1951, will not apply to the Executive and he will not be entitled to any additional remuneration whatsoever for his work with the exception of that specifically set out in this Agreement.
 
 
3
 
 
2.2
Stock Options.
 
 
(a)
“Executive’s Stock Options”: For the purposes of this Agreement,“ Executive’s Stock Options ” means nine (9%) percent of the common shares in the capital of the Company as of the Effective Date to vest in accordance with this paragraph 2.2 and the Company’s Stock Option Plan.
 
 
(b)
As of the Commencement Date, the Company will grant to the Executive the Executive’s Stock Options, exercisable at a price of $0.001 per share for a term of two years from the Commencement Date. At the end of each 3 months’ employment hereunder, 12.5% of the Executive’s Stock Options shall vest. Other than in paragraph 2.2(c), common shares issued on exercise of the Executive’s Stock Options may not be sold for two years after the Effective Date.
 
 
(c)
Notwithstanding the foregoing, all of the Executive’s Stock Options will vest upon: (i) the Company ending the Executive’s employment pursuant to paragraph 5.3 hereunder without cause; or (ii) an event of a merger or acquisition by a third party of substantially all the Company or other “exit event” for all shareholders of the Company (each such event an “ Exit ”), in which Exit the Executive will be entitled to exercise his Executive’s Stock Options and join with customary rights of “tag-along” and shall consequently be entitled to sell the entirety of his common shares at the Exit price per share of the selling shareholders in such Exit. Notwithstanding section (ii) above, in the event of an Exit where the Executive is requested to remain employed by the Company on terms no less favorable to him than under this Agreement but he refuses to remain so employed, the Executive’s Stock Options will vest as per paragraph 2.2(b).
 
 
(d)
The terms regarding the Executive’s Stock Options shall be documented in a formal option agreement between the Company and the Executive in the form appended as Schedule “A” to be executed simultaneously with this Agreement.
 
2.3
Incentive Plans The Executive will be entitled to participate in any bonus plan or incentive compensation plans for its employees, adopted by the Company.
 
2.4
Expenses. The Executive will be reimbursed by the Company for all reasonable business expenses incurred by the Executive and pre-approved by the board in connection with his duties within previously approved budgets upon submission of a monthly statement of expenses. This includes, but not only, payments of expenses incurred when traveling abroad, per diem payments for travel abroad according to the rules set forth by the Israeli Tax Authorities and others.
 
2.5
Vacation; Recreation Pay. The Executive will be entitled to cumulative paid vacations of twenty (20) days per year. In addition, the Executive will be entitled to sick leave according to applicable law, but will not be entitled to Recreation Pay. The Executive will not be entitled to any other benefits whatsoever.
 
 
4
 
 
2.6
Annual Review. The compensation payable and the method of payment to the Executive under this Article 2 will be reviewed after 1 year from the date of this agreement by the Board of the Company.
 
ARTICLE 3
INSURANCE AND BENEFITS
 
3.1
Liability Insurance Indemnification. The Company will insure the Executive (including his heirs, executors and administrators) with coverage under a standard directors' and officers' liability insurance policy at the Company's expense.
 
ARTICLE 4
CONFIDENTIALITY AND NON-COMPETITION
 
4.1
Maintenance of Confidential Information.
 
 
(a)
“Confidential Information”: For the purposes of this Agreement,  Confidential Information ” shall include all information of a confidential nature, that has been or will be disclosed to the Executive by the Company or any person or entity on its behalf, and includes, without limitation, any and all developments, trade secrets, inventions, innovations, techniques, processes, formulas, drawings, designs, products, systems, creations, improvements, documentation, data, specifications, technical reports, customer lists, supplier lists, distributor lists, distribution channels and methods, retailer lists, reseller lists, employee information, financial information, sales or marketing plans, competitive analysis reports and any other thing or information whatsoever, whether copyrightable or uncopyrightable or patentable or unpatentable.
 
 
(b)
The Executive acknowledges that, in the course of employment hereunder, the Executive will, either directly or indirectly, have access to and be entrusted with Confidential Information (whether oral, written or by inspection) relating to the Company or its respective affiliates, associates or customers.
 
 
(c)
The Executive acknowledges that the Company’s Confidential Information constitutes a proprietary right, which the Company is entitled to protect. Accordingly, the Executive covenants and agrees that, during the Term and for a period of two years thereafter, the Executive will keep in strict confidence the Company’s Confidential Information and will not, without prior written consent of the Company, disclose, use or otherwise disseminate the Company’s Confidential Information, directly or indirectly, to any third party.
 
 
(d)
The Executive agrees that, upon termination of his services for the Company, he will immediately surrender to the Company all Company Confidential Information then in his possession or under his control.
 
 
5
 
 
4.2
Exceptions. The general prohibition contained in Section 4.1 against the unauthorized disclosure, use or dissemination of the Company’s Confidential Information will not apply in respect of any Company Confidential Information that:
          
 
(a)
 is available to the public generally;
 
 
(b)
becomes part of the public domain through no fault of the Executive;
 
 
(c)
is already in the lawful possession of the Executive at the time of receipt of the Company’s Confidential Information; or
 
 
(d)
is compelled by applicable law to be disclosed, provided that the Executive gives the Company prompt written notice of such requirement prior to such disclosure and provides assistance at the request and expense of the Company, in obtaining an order protecting the Company’s Confidential Information from public disclosure.
 
4.3
Fiduciary Obligation. The Executive declares that the Executive’s relationship to the Company is that of fiduciary, and the Executive agrees to act towards the Company and otherwise behave as a fiduciary of the Company.
 
4.4
Non Competition. The Executive agrees and undertakes that he will not, so long as he is employed by the Company and for a period of 12 months following termination of his employment for whatever reason, directly or indirectly, as owner, partner, joint venture, stockholder, employee, broker, agent, principal, corporate officer, director, licensor or in any other capacity whatever engage in, become financially interested in, be employed by, or have any connection with any business or venture that competes with the Company’s business, including any business which, when this Agreement terminates, the Company contemplates in good faith to be materially engaged in within 12 months thereafter, provided that the Company has taken demonstrable actions to promote such engagement or that the Company’s Board of Directors has adopted a resolution authorizing such actions prior to the date of termination; provided, however, that Executive may own securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent (1%) of any class of stock or securities of such company, so long as he has no active role in the publicly owned and traded company as director, employee, consultant or otherwise.
 
4.5
No Solicitation.
 
 
(a)
“Customer”: For the purposes of this Agreement, “ Customer ” means any Person who is, at any time during the Term and for a period of 12 months following termination of the Executive’s employment for any reason, a customer of the Company or any of its affiliates that the Executive knew or ought reasonably to have known was a customer of the Company or any of its affiliates, or any Person with whom contact is made during such period for the purpose of persuading such Person to become a customer of the Company or any of its affiliates, provided that the Executive knew or ought reasonably to have know such contact was made.
 
 
6
 
 
 
(b)
“Person”: For the purposes of this Agreement, “ Person ” means an individual, corporation, partnership, trustee, trust, unincorporated association, organization, syndicate, joint venture, limited liability company, executor, administrator or other legal or personal representative, government entity or any other entity recognized by law.
 
 
(c)
The Executive covenants and undertakes that he will not, at any time during the Term and for a period of 12 months following termination of his employment for any reason, directly or indirectly, in any way:
 
 
(i)
solicit, hire or engage the services of any employee or consultant the Company or its affiliates or persuade or attempt to persuade any such individual to terminate his employment or relationship with the Company or any of its Affiliates;
 
 
(ii)
persuade or attempt to persuade any Customer to restrict, limit or discontinue purchasing or retaining the services provided by the Company or any of its affiliates to any such Customer or to reduce the amount of business which any such Customer has customarily done, or contemplates doing, with the Company or any of its affiliates in respect of the Company’s business, or to solicit or take away, or attempt to solicit or take away, from the Company or any of its affiliates any of its Customers in respect of the Company’s business.
 
4.6
Remedies. The parties to this Agreement recognize that any violation or threatened violation by the Executive of any of the provisions contained in this Article 4 will result in immediate and irreparable damage to the Company and that the Company could not adequately be compensated for such damage by monetary award alone. Accordingly, the Executive agrees that, in the event of any such violation or threatened violation, the Company will, in addition to any other remedies available to the Company at law or in equity, be entitled as a matter of right to apply to such relief by way of restraining order, temporary or permanent injunction and to such other relief as any court of competent jurisdiction may deem just and proper.
 
4.7
Reasonable Restrictions. The Executive agrees that all restrictions in this Article 4 are reasonable and valid in order to protect the business and proprietary interests of the Company, both as to the duration of time and any geographic limitation therein provided, based on the present business, plans and prospects of the Company and that compliance with the provisions of this Agreement will be unduly burdensome on him or deprive him of a means of livelihood.

 
7
 
 
ARTICLE 5
TERMINATION
 
5.1
Definitions
 
 
(a)
“Cause”: For the purposes of this Agreement, “ Cause ” means that the Executive has:
 
 
(i)
committed an intentional act of fraud, embezzlement or theft in connection with the Executive’s duties or in the course of the Executive’s employment with the Company;
 
 
(ii)
intentionally and wrongfully damaged property of the Company, or any of its respective affiliates, associates or customers;
 
 
(iii)
intentionally or wrongfully disclosed any of the Confidential Information;
 
 
(iv)
made material personal benefit at the expense of the Company without the prior written consent of the management of the Company;
 
 
(v)
accepted shares or options or any other gifts or benefits from a vendor without the prior written consent of the management of the Company;
 
 
(vi)
fundamentally breached any of the Executive’s material covenants contained in this Agreement; or
 
 
(vii)
willfully and persistently, without reasonable justification, failed or refused to follow the lawful and proper directives of the Company specifying in reasonable detail the alleged failure or refusal and after a reasonable opportunity for the Executive to cure the alleged failure or refusal.
 
 
(b)
“Terminated For No Cause”. For the purposes of this Agreement, “ Terminated For No Cause ” means any event of termination that is not a result of the events described in clause 5.1(a) above.
 
 
(c)
“Intentional”: For the purposes of this Agreement, an act or omission on the part of the Executive will not be deemed “ intentional ,” if it was due to an error in judgment or negligence, but will be deemed “ intentional ” if done by the Executive not in good faith and without reasonable belief that the act or omission was in the best interests of the Company, or its respective affiliates, associates or customers.
 
 
8
 
 
 
(d)
“Disability”: For the purposes of this Agreement, " Disability " will mean any physical or mental illness or injury as a result of which the Executive remains absent from work for a period of six (6) successive months, or an aggregate of six (6) months in any twelve (12) month period. Disability will occur upon the end of such six-month period.
 
5.2
Termination For Cause or Disability. This Agreement may be terminated at any time by the Company without notice, for Cause or in the event of the Disability of Executive.
 
5.3
Termination For No Cause. This agreement may be Terminated For No Cause by any of the parties with a prior notice of 6 months if terminated within a period of 24 months from the closing date or with a notice of 3 months if terminated after 24 months from the closing date. During the notice period, both parties to this Agreement will fulfil their duties and obligations under this Agreement.
 
5.4
Severance for Termination With Cause. If the Company terminates the Executive’s employment for Cause, then the Company will not be obligated to pay the Executive any severance payments or provide any notice whatsoever to the Executive.
 
5.5
Limitation of Damages. It is agreed that, in the event of termination of employment, neither the Company, nor the Executive will be entitled to any notice, or payment in excess of that specified in this Article 5.
 
5.6
Return of Materials. Within three (3) days of any termination of employment hereunder, or upon any request by the Company at any time, the Executive will return or cause to be returned any and all Confidential Information and other assets of the Company (including all originals and copies thereof), which “ assets ” include, without limitation, hardware, software, keys, security cards and backup tapes that were provided to the Executive either for the purpose of performing the employment services hereunder or for any other reason. The Executive acknowledges that the Company’s Confidential Information and the assets are proprietary to the Company, and the Executive agrees to return them to the Company in the same condition as the Executive received such Confidential Information and assets.
 
5.7
Effect of Termination. Sections 4, 5.5 and 8.11 hereto will remain in full force and effect after termination of this Agreement, for any reason whatsoever
 
ARTICLE 6
MUTUAL REPRESENTATIONS
 
6.1
The Executive represents and warrants to the Company that the execution and delivery of this Agreement and the fulfillment of the terms hereof
 
 
(a)
will not constitute a default under or conflict with any agreement or other instrument to which he is a party or by which he is bound, and
 
 
(b)
do not require the consent of any person or entity.
 
 
9
 
 
6.2
The Company represents and warrants to Executive that this Agreement has been duly authorized, executed and delivered by the Company and that the fulfillment of the terms hereof
 
 
(a)
will not constitute a default under or conflict with any agreement of other instrument to which it is a party or by which it is bound, and
 
 
(b)
do not require the consent of any person of entity.
 
6.3
Each party hereto warrants and represents to the other that this Agreement constitutes the valid and binding obligation of such party enforceable against such party in accordance with its terms subject to applicable bankruptcy, insolvency, moratorium and similar laws affecting creditors' rights generally, and subject, as to enforceability, to general principles of equity (regardless if enforcement is sought in proceeding in equity or at law).
 
ARTICLE 7
NOTICES
 
7.1
Notices. All notices required or allowed to be given under this Agreement must be made either personally by delivery to or by facsimile transmission to the address as hereinafter set forth or to such other address as may be designated from time to time by such party in writing:
 
 
(a)
in the case of the Company, to:
 
Blue Sphere Corporation
409 - 4th Floor, Tsui King House
Choi Hung Estate
Hong Kong
 
Attn: Cally Lai
 
 
(b)
and in the case of the Executive, to the Executive’s last residence address known to the Company.
 
7.2
Change of Address. Any party may, from time to time, change its address for service hereunder by written notice to the other party in the manner aforesaid.
 
ARTICLE 8
GENERAL
 
8.1
Entire Agreement. As of from the date hereof, any and all previous agreements, written or oral between the parties hereto or on their behalf relating to the employment of the Executive by the Company are null and void. The parties hereto agree that they have expressed herein their entire understanding and agreement concerning the subject matter of this Agreement and it is expressly agreed that no implied covenant, condition, term or reservation or prior representation or warranty will be read into this Agreement relating to or concerning the subject matter hereof or any matter or operation provided for herein.

 
10
 
 
8.2
Personal Agreement. The provisions of this Agreement are in lieu of the provisions of any collective bargaining agreement, and therefore, no collective bargaining agreement will apply with respect to the relationship between the parties hereto (subject to the applicable provisions of law).
 
8.3
Further Assurances. Each party hereto will promptly and duly execute and deliver to the other party such further documents and assurances and take such further action as such other party may from time to time reasonably request in order to more effectively carry out the intent and purpose of this Agreement and to establish and protect the rights and remedies created or intended to be created hereby.
 
8.4
Waiver. No provision hereof will be deemed waived and no breach excused, unless such waiver or consent excusing the breach is made in writing and signed by the party to be charged with such waiver or consent. A waiver by a party of any provision of this Agreement will not be construed as a waiver of a further breach of the same provision.
 
8.5
Amendments in Writing. No amendment, modification or rescission of this Agreement will be effective unless set forth in writing and signed by the parties hereto.
 
8.6
Assignment. Except as herein expressly provided, the respective rights and obligations of the Executive and the Company under this Agreement will not be assignable by either party without the written consent of the other party and will, subject to the foregoing, enure to the benefit of and be binding upon the Executive and the Company and their permitted successors or assigns. Nothing herein expressed or implied is intended to confer on any person other than the parties hereto any rights, remedies, obligations or liabilities under or by reason of this Agreement.
 
8.7
Severability. In the event that any provision contained in this Agreement is declared invalid, illegal or unenforceable by a court or other lawful authority of competent jurisdiction, such provision will be deemed not to affect or impair the validity or enforceability of any other provision of this Agreement, which will continue to have full force and effect.
 
8.8
Headings. The headings in this Agreement are inserted for convenience of reference only and will not affect the construction or interpretation of this Agreement.
 
8.9
Number and Gender. Wherever the singular or masculine or neuter is used in this Agreement, the same will be construed as meaning the plural or feminine or a body politic or corporate and vice versa where the context so requires.

 
11
 
 
8.10
Time. Time is of the essence in this Agreement.
 
8.11
Governing Law. This Agreement will be construed and interpreted in accordance with the laws of the State of Israel applicable therein, and each of the parties hereto expressly attoms to the jurisdiction of the courts of the State of Israel, The sole and exclusive place of jurisdiction in any matter arising out of or in connection with this Agreement will be the applicable Tel-Aviv court.
 
8.12
Enurement. This Agreement is intended to bind and enure to the benefit of the Company, its successors and assigns, and the Executive and the personal legal representatives of the Executive.
 
IN WITNESS WHEREOF the parties hereto have executed this Agreement effective as of the date and year first above written.
 
 
       
Per:
       
 
Blue Sphere Corporation
 
Shlomo Palas
 
         
Name:
Cally Lai      
Title:
President      
 
12
Exhibit 10.6
 
EMPLOYMENT AGREEMENT
 
THIS AGREEMENT made this 3rd day of March, 2010 (the “Effective Date”).
 
BETWEEN:
 
Blue Sphere Corporation , a Nevada company with a business office in
Hong Kong (formerly Jin Jie Corp.),
(the “ Company ”)
 
AND:
 
Shmuel Keshet, an individual currently residing at Zichron Yaakov, Israel.
(the “ Executive ”)
 
WHEREAS:
 
A.     The Company has, subject to the completion of certain conditions by the Company, agreed to engage the Executive to serve in the role of Chief Operating Officer of the Company;
 
B.      The Executive and the Company wish to formally record the terms and conditions upon which the Executive will be employed by the Company and that each of the Company and the Executive have agreed to the terms and conditions set forth in this Agreement, as evidenced by their execution hereof; and
 
C.      “ PDD ” means a document, prepared by an outsourced professional entity that presents information on the essential technical and organizational aspects of a project activity and is used for the registration of the project with the UNFCCC. The PDD contains information on the project activity, the approved baseline methodology applied to the project activity, and the approved monitoring methodology applied to the project. It discusses and justifies the choice of baseline methodology and the applied monitoring concept, including monitoring data and calculation methods.
 
NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the premises and the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
 
ARTICLE 1
CONTRACT FOR SERVICES
 
1.1
Engagement of Executive. The Company hereby agrees to employ the Executive in accordance with the terms and provisions hereof.
 
 
(a)
Term. Unless terminated earlier in accordance with the provisions hereof, the term of employment under this Agreement will commence on the date of execution hereof (the “ Commencement Date ”) and will continue for a period of two (2) years from the Commencement Date (the “ Term ”). The Term will terminate immediately unless the following conditions are satisfied on or before April 15, 2010 or on an extended date as per 1.1(b) below, and in such case, this Agreement will be null and void ab initio:
 
 
 
 
 
 
(i)
the Company has entered into two (2) fully-executed agreements with two separate parties, each unrelated and arm’s length to each other and to the Chairman, for carbon credit services; and
 
 
(ii)
the Company has entered into two (2) signed memorandums of understanding with two separate parties, each unrelated and arm’s length to each other and to the Chairman, for carbon credit services;
 
 
(b)
However, notwithstanding the above, if receipt of $500,000 less legal fees deducted (to a maximum of $50,000) necessary for the operation of the activities of an Israeli Subsidiary of the Company (the “ Israeli Subsidiary ”) via a shareholders loan or capital injection by the Company (the “ Funds ”) in the bank account of the Israeli Subsidiary (the “ Bank Account ”) is delayed beyond March 1, 2010, then the date of April 15 TH 2010, shall be extended on a day for day basis, until the funds are received in the Bank Account.
 
1.2
Service. The Executive agrees to faithfully, honestly and diligently serve the Company and to devote the Executive’s time, attention and best efforts to further the business and interests of the Company during the Term. The Company acknowledges that the Executive is engaged in other business activities that commenced prior to this agreement and the Executive declares that these other activities will not be an obstacle to the commitments he is undertaking under this agreement.
 
1.3
Duties. The Executive’s services hereunder will be provided on the basis of the following terms and conditions:
 
 
(a)
Reporting directly to the Chief Executive Officer of the Company, the Executive will serve as the Chief Operating Officer of the Company;
 
 
(b)
The Executive will plan, develop and implement strategy for operational management and development so as to meet agreed organizational performance plans within agreed budgets and timescales. He will establish and maintain appropriate systems for measuring necessary aspects of operational management and development. He will monitor, measure and report on operational issues, opportunities and development plans and achievements within agreed formats and timescales . The Executive will manage and control projects expenditure within agreed budgets. He will contribute to the evaluation and development of operational strategy and performance in co-optation with the executive team. The Executive will ensure activities meet with and integrate with organizational requirements for quality management, health and safety, legal stipulations, environmental policies and general duty of care.
 
 
2
 
 
 
(c)
The Executive will faithfully, honestly and diligently serve the Company and cooperate with the Company and utilize maximum professional skill and care to ensure that all services rendered hereunder are to the satisfaction of the Company, acting reasonably, and the Executive will provide any other services not specifically mentioned herein, but which by reason of the Executive’s capability, the Executive knows or ought to know to be necessary to ensure that the best interests of the Company are maintained.
 
 
(d)
The Executive will assume, obey, implement and execute such duties, directions, responsibilities, procedures, policies and lawful orders as may be determined or given from time to time by the Company.
 
 
(e)
The Executive will report the results of his duties hereunder to the Company as it may request from time to time.
 
ARTICLE 2
COMPENSATION
 
2.1
Remuneration.
 
 
(a)
For services rendered by the Executive during the Term, the Executive will be paid a monthly remuneration, payable within 10 days after the end of each month against an invoice, at a gross monthly rate of US$10,000 + VAT (the “ Fee ”). Subsequently, the Fee will increase to a gross monthly rate of USD $15,000 + VAT upon the completion of PDDs for two projects. The Fee will be paid in NIS translated pursuant to the official representative rate of exchange of the US$ as published by the Bank of Israel on the payment date. Any deductions required to be made by the Company and submitted to relevant tax or other authorities will be deducted at source. Payments may be made through an Israeli Subsidiary.
 
 
(b)
The Executive’s position with the Company is included among the positions of management or those requiring a special degree of personal trust, and the Company is not able to supervise the number of working hours of the Executive; therefore the provisions of the Israel Hours of Work and Rest Law - 1951, will not apply to the Executive and he will not be entitled to any additional remuneration whatsoever for his work with the exception of that specifically set out in this Agreement.
 
 
3
 
 
2.2
Stock Options.
 
 
(a)
“Executive’s Stock Options”: For the purposes of this Agreement,“ Executive’s Stock Options ” means nine (9%) percent of the common shares in the capital of the Company as of the Effective Date to vest in accordance with this paragraph 2.2 and the Company’s Stock Option Plan.
 
 
(b)
As of the Commencement Date, the Company will grant to the Executive the Executive’s Stock Options, exercisable at a price of $0.001 per share for a term of two years from the Commencement Date. At the end of each 3 months’ employment hereunder, 12.5% of the Executive’s Stock Options shall vest. Other than in paragraph 2.2(c), common shares issued on exercise of the Executive’s Stock Options may not be sold for two years after the Effective Date.
 
 
(c)
Notwithstanding the foregoing, all of the Executive’s Stock Options will vest upon: (i) the Company ending the Executive’s employment pursuant to paragraph 5.3 hereunder without cause; or (ii) an event of a merger or acquisition by a third party of substantially all the Company or other “exit event” for all shareholders of the Company (each such event an “ Exit ”), in which Exit the Executive will be entitled to exercise his Executive’s Stock Options and join with customary rights of “tag-along” and shall consequently be entitled to sell the entirety of his common shares at the Exit price per share of the selling shareholders in such Exit. Notwithstanding section (ii) above, in the event of an Exit where the Executive is requested to remain employed by the Company on terms no less favorable to him than under this Agreement but he refuses to remain so employed, the Executive’s Stock Options will vest as per paragraph 2.2(b).
 
 
(d)
The terms regarding the Executive’s Stock Options shall be documented in a formal option agreement between the Company and the Executive in the form appended as Schedule “A” to be executed simultaneously with this Agreement.
 
2.3
Incentive Plans The Executive will be entitled to participate in any bonus plan or incentive compensation plans for its employees, adopted by the Company.
 
2.4
Expenses. The Executive will be reimbursed by the Company for all reasonable business expenses incurred by the Executive and pre-approved by the board in connection with his duties within previously approved budgets upon submission of a monthly statement of expenses. This includes, but not only, payments of expenses incurred when traveling abroad, per diem payments for travel abroad according to the rules set forth by the Israeli Tax Authorities and others.
 
2.5
Vacation; Recreation Pay. The Executive will be entitled to cumulative paid vacations of twenty (20) days per year. In addition, the Executive will be entitled to sick leave according to applicable law, but will not be entitled to Recreation Pay. The Executive will not be entitled to any other benefits whatsoever.
 
 
4
 
 
2.6
Annual Review. The compensation payable and the method of payment to the Executive under this Article 2 will be reviewed after 1 year from the date of this agreement by the Board of the Company.
 
ARTICLE 3
INSURANCE AND BENEFITS
 
3.1
Liability Insurance Indemnification. The Company will insure the Executive (including his heirs, executors and administrators) with coverage under a standard directors' and officers' liability insurance policy at the Company's expense.
 
ARTICLE 4
CONFIDENTIALITY AND NON-COMPETITION
 
4.1
Maintenance of Confidential Information.
 
 
(a)
“Confidential Information”: For the purposes of this Agreement,  Confidential Information ” shall include all information of a confidential nature, that has been or will be disclosed to the Executive by the Company or any person or entity on its behalf, and includes, without limitation, any and all developments, trade secrets, inventions, innovations, techniques, processes, formulas, drawings, designs, products, systems, creations, improvements, documentation, data, specifications, technical reports, customer lists, supplier lists, distributor lists, distribution channels and methods, retailer lists, reseller lists, employee information, financial information, sales or marketing plans, competitive analysis reports and any other thing or information whatsoever, whether copyrightable or uncopyrightable or patentable or unpatentable.
 
 
(b)
The Executive acknowledges that, in the course of employment hereunder, the Executive will, either directly or indirectly, have access to and be entrusted with Confidential Information (whether oral, written or by inspection) relating to the Company or its respective affiliates, associates or customers.
 
 
(c)
The Executive acknowledges that the Company’s Confidential Information constitutes a proprietary right, which the Company is entitled to protect. Accordingly, the Executive covenants and agrees that, during the Term and for a period of two years thereafter, the Executive will keep in strict confidence the Company’s Confidential Information and will not, without prior written consent of the Company, disclose, use or otherwise disseminate the Company’s Confidential Information, directly or indirectly, to any third party.
 
 
(d)
The Executive agrees that, upon termination of his services for the Company, he will immediately surrender to the Company all Company Confidential Information then in his possession or under his control.
 
 
5
 
 
4.2
Exceptions. The general prohibition contained in Section 4.1 against the unauthorized disclosure, use or dissemination of the Company’s Confidential Information will not apply in respect of any Company Confidential Information that:
          
 
(a)
 is available to the public generally;
 
 
(b)
becomes part of the public domain through no fault of the Executive;
 
 
(c)
is already in the lawful possession of the Executive at the time of receipt of the Company’s Confidential Information; or
 
 
(d)
is compelled by applicable law to be disclosed, provided that the Executive gives the Company prompt written notice of such requirement prior to such disclosure and provides assistance at the request and expense of the Company, in obtaining an order protecting the Company’s Confidential Information from public disclosure.
 
4.3
Fiduciary Obligation. The Executive declares that the Executive’s relationship to the Company is that of fiduciary, and the Executive agrees to act towards the Company and otherwise behave as a fiduciary of the Company.
 
4.4
Non Competition. The Executive agrees and undertakes that he will not, so long as he is employed by the Company and for a period of 12 months following termination of his employment for whatever reason, directly or indirectly, as owner, partner, joint venture, stockholder, employee, broker, agent, principal, corporate officer, director, licensor or in any other capacity whatever engage in, become financially interested in, be employed by, or have any connection with any business or venture that competes with the Company’s business, including any business which, when this Agreement terminates, the Company contemplates in good faith to be materially engaged in within 12 months thereafter, provided that the Company has taken demonstrable actions to promote such engagement or that the Company’s Board of Directors has adopted a resolution authorizing such actions prior to the date of termination; provided, however, that Executive may own securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent (1%) of any class of stock or securities of such company, so long as he has no active role in the publicly owned and traded company as director, employee, consultant or otherwise.
 
4.5
No Solicitation.
 
 
(a)
“Customer”: For the purposes of this Agreement, “ Customer ” means any Person who is, at any time during the Term and for a period of 12 months following termination of the Executive’s employment for any reason, a customer of the Company or any of its affiliates that the Executive knew or ought reasonably to have known was a customer of the Company or any of its affiliates, or any Person with whom contact is made during such period for the purpose of persuading such Person to become a customer of the Company or any of its affiliates, provided that the Executive knew or ought reasonably to have know such contact was made.
 
 
6
 
 
 
(b)
“Person”: For the purposes of this Agreement, “ Person ” means an individual, corporation, partnership, trustee, trust, unincorporated association, organization, syndicate, joint venture, limited liability company, executor, administrator or other legal or personal representative, government entity or any other entity recognized by law.
 
 
(c)
The Executive covenants and undertakes that he will not, at any time during the Term and for a period of 12 months following termination of his employment for any reason, directly or indirectly, in any way:
 
 
(i)
solicit, hire or engage the services of any employee or consultant the Company or its affiliates or persuade or attempt to persuade any such individual to terminate his employment or relationship with the Company or any of its Affiliates;
 
 
(ii)
persuade or attempt to persuade any Customer to restrict, limit or discontinue purchasing or retaining the services provided by the Company or any of its affiliates to any such Customer or to reduce the amount of business which any such Customer has customarily done, or contemplates doing, with the Company or any of its affiliates in respect of the Company’s business, or to solicit or take away, or attempt to solicit or take away, from the Company or any of its affiliates any of its Customers in respect of the Company’s business.
 
4.6
Remedies. The parties to this Agreement recognize that any violation or threatened violation by the Executive of any of the provisions contained in this Article 4 will result in immediate and irreparable damage to the Company and that the Company could not adequately be compensated for such damage by monetary award alone. Accordingly, the Executive agrees that, in the event of any such violation or threatened violation, the Company will, in addition to any other remedies available to the Company at law or in equity, be entitled as a matter of right to apply to such relief by way of restraining order, temporary or permanent injunction and to such other relief as any court of competent jurisdiction may deem just and proper.
 
4.7
Reasonable Restrictions. The Executive agrees that all restrictions in this Article 4 are reasonable and valid in order to protect the business and proprietary interests of the Company, both as to the duration of time and any geographic limitation therein provided, based on the present business, plans and prospects of the Company and that compliance with the provisions of this Agreement will be unduly burdensome on him or deprive him of a means of livelihood.

 
7
 
 
ARTICLE 5
TERMINATION
 
5.1
Definitions
 
 
(a)
“Cause”: For the purposes of this Agreement, “ Cause ” means that the Executive has:
 
 
(i)
committed an intentional act of fraud, embezzlement or theft in connection with the Executive’s duties or in the course of the Executive’s employment with the Company;
 
 
(ii)
intentionally and wrongfully damaged property of the Company, or any of its respective affiliates, associates or customers;
 
 
(iii)
intentionally or wrongfully disclosed any of the Confidential Information;
 
 
(iv)
made material personal benefit at the expense of the Company without the prior written consent of the management of the Company;
 
 
(v)
accepted shares or options or any other gifts or benefits from a vendor without the prior written consent of the management of the Company;
 
 
(vi)
fundamentally breached any of the Executive’s material covenants contained in this Agreement; or
 
 
(vii)
willfully and persistently, without reasonable justification, failed or refused to follow the lawful and proper directives of the Company specifying in reasonable detail the alleged failure or refusal and after a reasonable opportunity for the Executive to cure the alleged failure or refusal.
 
 
(b)
“Terminated For No Cause”. For the purposes of this Agreement, “ Terminated For No Cause ” means any event of termination that is not a result of the events described in clause 5.1(a) above.
 
 
(c)
“Intentional”: For the purposes of this Agreement, an act or omission on the part of the Executive will not be deemed “ intentional ,” if it was due to an error in judgment or negligence, but will be deemed “ intentional ” if done by the Executive not in good faith and without reasonable belief that the act or omission was in the best interests of the Company, or its respective affiliates, associates or customers.
 
 
8
 
 
 
(d)
“Disability”: For the purposes of this Agreement, " Disability " will mean any physical or mental illness or injury as a result of which the Executive remains absent from work for a period of six (6) successive months, or an aggregate of six (6) months in any twelve (12) month period. Disability will occur upon the end of such six-month period.
 
5.2
Termination For Cause or Disability. This Agreement may be terminated at any time by the Company without notice, for Cause or in the event of the Disability of Executive.
 
5.3
Termination For No Cause. This agreement may be Terminated For No Cause by any of the parties with a prior notice of 6 months if terminated within a period of 24 months from the closing date or with a notice of 3 months if terminated after 24 months from the closing date. During the notice period, both parties to this Agreement will fulfil their duties and obligations under this Agreement.
 
5.4
Severance for Termination With Cause. If the Company terminates the Executive’s employment for Cause, then the Company will not be obligated to pay the Executive any severance payments or provide any notice whatsoever to the Executive.
 
5.5
Limitation of Damages. It is agreed that, in the event of termination of employment, neither the Company, nor the Executive will be entitled to any notice, or payment in excess of that specified in this Article 5.
 
5.6
Return of Materials. Within three (3) days of any termination of employment hereunder, or upon any request by the Company at any time, the Executive will return or cause to be returned any and all Confidential Information and other assets of the Company (including all originals and copies thereof), which “ assets ” include, without limitation, hardware, software, keys, security cards and backup tapes that were provided to the Executive either for the purpose of performing the employment services hereunder or for any other reason. The Executive acknowledges that the Company’s Confidential Information and the assets are proprietary to the Company, and the Executive agrees to return them to the Company in the same condition as the Executive received such Confidential Information and assets.
 
5.7
Effect of Termination. Sections 4, 5.5 and 8.11 hereto will remain in full force and effect after termination of this Agreement, for any reason whatsoever
 
ARTICLE 6
MUTUAL REPRESENTATIONS
 
6.1
The Executive represents and warrants to the Company that the execution and delivery of this Agreement and the fulfillment of the terms hereof
 
 
(a)
will not constitute a default under or conflict with any agreement or other instrument to which he is a party or by which he is bound, and
 
 
(b)
do not require the consent of any person or entity.
 
 
9
 
 
6.2
The Company represents and warrants to Executive that this Agreement has been duly authorized, executed and delivered by the Company and that the fulfillment of the terms hereof
 
 
(a)
will not constitute a default under or conflict with any agreement of other instrument to which it is a party or by which it is bound, and
 
 
(b)
do not require the consent of any person of entity.
 
6.3
Each party hereto warrants and represents to the other that this Agreement constitutes the valid and binding obligation of such party enforceable against such party in accordance with its terms subject to applicable bankruptcy, insolvency, moratorium and similar laws affecting creditors' rights generally, and subject, as to enforceability, to general principles of equity (regardless if enforcement is sought in proceeding in equity or at law).
 
ARTICLE 7
NOTICES
 
7.1
Notices. All notices required or allowed to be given under this Agreement must be made either personally by delivery to or by facsimile transmission to the address as hereinafter set forth or to such other address as may be designated from time to time by such party in writing:
 
 
(a)
in the case of the Company, to:
 
Blue Sphere Corporation
409 - 4th Floor, Tsui King House
Choi Hung Estate
Hong Kong
 
Attn: Cally Lai
 
 
(b)
and in the case of the Executive, to the Executive’s last residence address known to the Company.
 
7.2
Change of Address. Any party may, from time to time, change its address for service hereunder by written notice to the other party in the manner aforesaid.
 
ARTICLE 8
GENERAL
 
8.1
Entire Agreement. As of from the date hereof, any and all previous agreements, written or oral between the parties hereto or on their behalf relating to the employment of the Executive by the Company are null and void. The parties hereto agree that they have expressed herein their entire understanding and agreement concerning the subject matter of this Agreement and it is expressly agreed that no implied covenant, condition, term or reservation or prior representation or warranty will be read into this Agreement relating to or concerning the subject matter hereof or any matter or operation provided for herein.

 
10
 
 
 
8.2
Personal Agreement. The provisions of this Agreement are in lieu of the provisions of any collective bargaining agreement, and therefore, no collective bargaining agreement will apply with respect to the relationship between the parties hereto (subject to the applicable provisions of law).
 
8.3
Further Assurances. Each party hereto will promptly and duly execute and deliver to the other party such further documents and assurances and take such further action as such other party may from time to time reasonably request in order to more effectively carry out the intent and purpose of this Agreement and to establish and protect the rights and remedies created or intended to be created hereby.
 
8.4
Waiver. No provision hereof will be deemed waived and no breach excused, unless such waiver or consent excusing the breach is made in writing and signed by the party to be charged with such waiver or consent. A waiver by a party of any provision of this Agreement will not be construed as a waiver of a further breach of the same provision.
 
8.5
Amendments in Writing. No amendment, modification or rescission of this Agreement will be effective unless set forth in writing and signed by the parties hereto.
 
8.6
Assignment. Except as herein expressly provided, the respective rights and obligations of the Executive and the Company under this Agreement will not be assignable by either party without the written consent of the other party and will, subject to the foregoing, enure to the benefit of and be binding upon the Executive and the Company and their permitted successors or assigns. Nothing herein expressed or implied is intended to confer on any person other than the parties hereto any rights, remedies, obligations or liabilities under or by reason of this Agreement.
 
8.7
Severability. In the event that any provision contained in this Agreement is declared invalid, illegal or unenforceable by a court or other lawful authority of competent jurisdiction, such provision will be deemed not to affect or impair the validity or enforceability of any other provision of this Agreement, which will continue to have full force and effect.
 
8.8
Headings. The headings in this Agreement are inserted for convenience of reference only and will not affect the construction or interpretation of this Agreement.
 
8.9
Number and Gender. Wherever the singular or masculine or neuter is used in this Agreement, the same will be construed as meaning the plural or feminine or a body politic or corporate and vice versa where the context so requires.

 
11
 
 
8.10
Time. Time is of the essence in this Agreement.
 
8.11
Governing Law, This Agreement will be construed and interpreted in accordance with the laws of the State of Israel applicable therein, and each of the parties hereto expressly attoms to the jurisdiction of the courts of the State of Israel. The sole and exclusive place of jurisdiction in any matter arising out of or in connection with this Agreement will be the applicable Tel Aviv court.
 
8.12
Enurement. This Agreement is intended to bind and enure to the benefit of the Company, its successors and assigns, and the Executive and the personal legal representatives of the Executive.
 
IN WITNESS WHEREOF the parties hereto have executed this Agreement effective as of the date and year first above written.
 
 
       
Per:
       
 
Blue Sphere Corporation
 
Shmuel Keshet
 
         
Name:
Cally Lai      
Title:
President      
 
12
Exhibit 10.7
 
SERVICES AGREEMENT

This Services Agreement (“ Agreement ”) is entered into this 8 day of April, 2010, by and between Blue Sphere, Corp. (the “Company” ) a company registered in Nevada, USA, having its principal place of business at 35 Asuta St. Even Yehuda Israel and Alex Werber , having his principal place of business at Kohav Yeir israel ( “Alex ”).
 
Whereas ,
Alex has the significant experience as Chief Financial Officer of technological companies, both private and public; and
 
Whereas ,
Alex has offered his services to the Company and Company has requested to obtain such services from Alex, all as more fully described herein; and
 
Now, therefore, the parties agree as follows:

1.
Effective Date; Engagement
 
 
1.1.
This Agreement shall enter into effect as of April 8 , 2010 (the " Effective Date ").
 
 
1.2.
Company shall engage Alex and Alex agree to be engaged by the Company and to hold himself available to render at the request of Company, at such dates and times as shall be requested by the Company.
 
Alex agrees that if requested by the Company, he shall increase his time share provided that his terms of engagement shall be adjusted proportionally.
 
2.
Services
 
 
2.1.
Within the framework of this Agreement, Alex shall render his services as Chief Financial Officer (“ CFO ”) of the Company and its affiliated companies (the " Services "), according to the instructions and policy of the Company’s Board of Directors.
 
 
2.2.
Alex shall utilize the highest professional skill, diligence, ethics and care to ensure that all Services are performed to the full satisfaction of the Company and its affiliates and to provide the expertise required in connection with such services.
 
 
2.3.
In rendering the Services, Alex shall comply with all policies and procedures of the Company, as may be in effect from time to time.
 
 
2.4.
Alex represents and warrants that he acknowledges that as a CFO of the Company and its affiliates he is subject to a special degree of care and loyalty, as customarily for similar positions.
 
 
2.5.
In rendering the services Alex shall be subject to and/or report to the Company’s Chairman of the Board of Directors and/or Chief Executive Officer; or as otherwise instructed by such officers.
 
 
 
 
 
3.
Compensation
 
For and in consideration of the Services to be performed by Alex, Company agrees to pay Alex as follows:

 
3.1.
A total monthly fee of USD 2,000 accompanied by VAT (as specified below), (the “ Fee ”).
 
4.
Reports
 
Alex shall submit to the Company reports at such times as requested by the Company which shall set forth any information and data requested by the Company.
 
5.
Confidentiality
 
 
5.1.
Alex shall not disclose or put to his own use, or to the use of any third party, any Proprietary Information (as hereinafter defined) of the Company of which Alex has been or hereafter becomes informed, whether or not developed by the Alex. Alex shall sign a confidentiality non-competition and assignment of rights agreement as shall be designated by the Company.
 
 
5.2.
Alex hereby agrees and declares that without derogating from the aforesaid, all proprietary information including but not limited to trade secrets and know-how, patents and other rights in connection therewith developed by or with contribution of my efforts during the period of my engagement by the Company or as a result thereof (directly or indirectly), shall be the sole property of the Company and Alex shall have no rights therein and hereby assign any and all rights he may has, if any, to the Company for no consideration. Alex further undertakes that he shall execute any document necessary to assign any patents and/or any other intellectual property (including copyrights and/or trade secrets) to the Company and otherwise transfer such proprietary rights to the Company for no consideration. Further, any document and/or opinion prepared by Alex during the period of his engagement by the Company shall constitute a proprietary document belonging to Company and Alex shall not utilize same for any purpose and shall not introduce same to any third party, except with Company’s prior consent in writing and Alex shall have no claim and/or demand from the Company in connection with any rights as aforementioned.
 
Execution of this document by Alex shall irrevocably empower the Chairman of the Board of Directors of the Company and any other person nominated by board of directors to execute any document to give effect to the above and the said Chairman or other person so nominated shall have the right to execute any power of attorney, deed of assignment or contract to give effect to the above.
 
6.
Term and Termination
 
 
6.1.
The term of this Agreement shall commence as of the Effective date until terminated as provided in section ‎ 6.2 below.
 
 
6.2.
This Agreement may be terminated by either party, at any time, without any further obligation under this Agreement to the other party and/or any one on its behalf (other than those obligations surviving termination or expiration hereof), by 30 days prior written notice, unless terminated as a result of a material breach, in which case this Agreement may be terminated by either party immediately.
 
 
 
 
 
7.
Assurances; No Conflict
 
 
7.1.
Alex hereby warrants, represents and confirms to Company that on the date hereof Alex is free to be engaged by Company upon the terms contained in this Agreement and that there are no engagements, contracts, consulting contracts or restrictive covenants preventing full performance of his duties hereunder.
 
Without derogating from the aforesaid, Alex shall not perform any other work with any third party without Company’s prior written consent.
 
 
7.2.
Alex hereby further represents warrants and confirms that nothing in this Agreement conflicts with any of Alex's current affiliations or other current relationships with any other entity.
 
 
7.3.
During the term of this Agreement Alex shall promptly notify Company in writing in advance of any additional entity that he shall render consulting services to and/or engage with.
 
8.
Miscellaneous
 
 
8.1.
Alex shall not assign this agreement or any of his rights and privileges hereunder, whether voluntarily or by operation of law, to any person, firm or corporation without the prior written consent of the Company. Company shall be entitled to assign this Agreement to an affiliate thereof.
 
 
8.2
Except as otherwise provided herein, this Agreement constitutes the entire agreement between the parties with respect to the matters referred to herein, and no other arrangement, understanding or agreement, verbal or otherwise, shall be binding upon the parties hereto. This Agreement may not be amended, modified or supplemented in any respect, except by a subsequent writing executed by both parties hereto.
 
 
8.3
No failure, delay or forbearance of either party in exercising any power or right hereunder shall in any way restrict or diminish such party's rights and powers under this Agreement, or operate as a waiver of any breach or non-performance by either party of any of the terms or conditions hereof.
 
 
8.4
If any term or provision of this Agreement shall be declared invalid, illegal or unenforceable, then such term or provision shall be enforceable to the extent that a court shall deem it reasonable to enforce such term or provision and if such term or provision shall be unreasonable to enforce to any extent, such term or provision shall be severed and all remaining terms and provisions shall be unaffected and shall continue in full force and effect.
 
 
8.5
Any notice from one party to the other shall be effectively served if sent in writing by recorded delivery to the address of the receiving party as stated in the preamble to this agreement, unless said party informs the other party in writing on a change of address.
 
 
 
 

In witness whereof, the parties have hereunto set their hand upon the date first above written.
 
     
       
Blue Sphere
 
Alex Werber
 
By: Shlomi Palas
Position: CEO
     



Exhibit 10.8
 
AMENDMENT TO EMPLOYMENT AGREEMENT
 
THIS AMENDMENT (the "Amendment") amends the employment agreement entered into between Blue Sphere Corporation and Eli Weinberg dated March 3, 2010 and is made this ___ day of _____________, 2010 (the “Effective Date”).
 
BETWEEN :
 
Blue Sphere Corporation , a Nevada company with a business office in
Hong Kong (formerly Jin Jie Corp.),
(the “ Company ”)
 
AND :
 
Eli Weinberg , an individual currently residing in Haifa, Israel.
(the “ Executive ”)
 
WHEREAS:
 
A.                 the parties hereto wish to amend the employment agreement executed between them and dated March 3, 2010, attached hereto as Annex A (the “ Employment Agreement ”).
 
NOW THEREFORE THIS AMENDMENT WITNESSES that, in consideration for the promises and the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
 
ARTICLE 1
 
AMENDMENT OF SECTION 2.2(C) OF THE EMPLOYMENT AGREEMENT
 
1.1
Section 2.2 (c) of the Employment Agreement shall be amended with the addition of a Section 2.2(c)(iii) .
 
1.2
Section 2.2(c) of the Employment Agreement shall be read as if Section 2.2(c)(iii) immediately follows Section 2.2(c)(ii) with the following provision:
 
"any completed transaction effecting a merger, consolidation, reorganization, restructuring; purchase of substantially all of another entity or such entity's assets, business properties or securities; or purchase by the Company of   such other entity's business unit, which transaction creates the result that the Company's shareholders immediately prior to such transaction do not own a majority of the shares in either the Company or any surviving entity immediately after the transaction; but does not include a transaction which is normally considered a pure financing, being issuance of shares for cash."
 
 
 
 

 
ARTICLE 2
 
NO FURTHER CHANGES
 
2.1
Other than the specific amendment agreed upon herein, all other terms of the Employment Agreement shall remain unchanged, shall be in full force and effect, and shall govern this Amendment.
 
ARTICLE 3
 
COUNTERPARTS
 
3.1
This Amendment may be executed in counterparts, which taken together shall constitute a single document.
 
ARTICLE 4
 
GOVERNING LAW
 
4.1
This Amendment will be construed and interpreted in accordance with the laws of the State of Israel applicable therein, and each of the parties hereto expressly attorns to the jurisdiction of the courts of the State of Israel. The sole and exclusive place of jurisdiction in any matter arising out of or in connection with this Amendment will be the applicable Tel-Aviv court.
 
IN WITNESS WHEREOF the parties hereto have executed this Amendment effective as of the date and year first above written.
 
         
Per:
         
 
Blue Sphere Corporation
   
Eli Weinberg
 
           
Name: Shlomi Palas        
           
Title:  CEO        
                                                               
 
2
 
 
ANNEX A
EMPLOYMENT AGREEMENT
 
3
Exhibit 10.9
 
AMENDMENT TO EMPLOYMENT AGREEMENT
 
THIS AMENDMENT (the "Amendment") amends the employment agreement entered into between Blue Sphere Corporation and Shlomo Palas dated March 3, 2010 and is made this ___ day of _____________, 2010 (the “Effective Date”).
 
BETWEEN :
 
Blue Sphere Corporation , a Nevada company with a business office in
Hong Kong (formerly Jin Jie Corp.),
(the “ Company ”)
 
AND :
 
Shlomo Palas , an individual currently residing at Rosh Ha’ayin, Israel.
(the “ Executive ”)
 
WHEREAS:
 
A.                 the parties hereto wish to amend the employment agreement executed between them and dated March 3, 2010, attached hereto as Annex A (the “ Employment Agreement ”).
 
NOW THEREFORE THIS AMENDMENT WITNESSES that, in consideration for the promises and the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
 
ARTICLE 1
 
AMENDMENT OF SECTION 2.2(C) OF THE EMPLOYMENT AGREEMENT
 
1.1
Section 2.2 (c) of the Employment Agreement shall be amended with the addition of a Section 2.2(c)(iii) .
 
1.2
Section 2.2(c) of the Employment Agreement shall be read as if Section 2.2(c)(iii) immediately follows Section 2.2(c)(ii) with the following provision:
 
"any completed transaction effecting a merger, consolidation, reorganization, restructuring; purchase of substantially all of another entity or such entity's assets, business properties or securities; or purchase by the Company of   such other entity's business unit, which transaction creates the result that the Company's shareholders immediately prior to such transaction do not own a majority of the shares in either the Company or any surviving entity immediately after the transaction; but does not include a transaction which is normally considered a pure financing, being issuance of shares for cash."
 
 
2
 

ARTICLE 2
 
NO FURTHER CHANGES
 
2.1
Other than the specific amendment agreed upon herein, all other terms of the Employment Agreement shall remain unchanged, shall be in full force and effect, and shall govern this Amendment.
 
ARTICLE 3
 
COUNTERPARTS
 
3.1
This Amendment may be executed in counterparts, which taken together shall constitute a single document.
 
ARTICLE 4
 
GOVERNING LAW
 
4.1
This Amendment will be construed and interpreted in accordance with the laws of the State of Israel applicable therein, and each of the parties hereto expressly attorns to the jurisdiction of the courts of the State of Israel. The sole and exclusive place of jurisdiction in any matter arising out of or in connection with this Amendment will be the applicable Tel-Aviv court.
 
IN WITNESS WHEREOF the parties hereto have executed this Amendment effective as of the date and year first above written.
 
         
Per:
         
 
Blue Sphere Corporation
   
Shlomo Palas
 
           
Name: Shlomi Palas        
           
Title:  CEO        
 
 
 
 
 
ANNEX A
EMPLOYMENT AGREEMENT
 
3
Exhibit 10.10
 
AMENDMENT TO EMPLOYMENT AGREEMENT
 
THIS AMENDMENT (the "Amendment") amends the employment agreement entered into between Blue Sphere Corporation and Shmuel Keshet dated March 3, 2010 and is made this ___ day of _____________, 2010 (the “Effective Date”).
 
BETWEEN :
 
Blue Sphere Corporation , a Nevada company with a business office in
Hong Kong (formerly Jin Jie Corp.),
(the “ Company ”)
 
AND :
 
Shmuel Keshet , an individual currently residing at Zichron Yaakov, Israel.
(the “ Executive ”)
 
WHEREAS:
 
A.       the parties hereto wish to amend the employment agreement executed between them and dated March 3, 2010, attached hereto as Annex A (the “ Employment Agreement ”).
 
NOW THEREFORE THIS AMENDMENT WITNESSES that, in consideration for the promises and the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
 
ARTICLE 1
 
AMENDMENT OF SECTION 2.2(C) OF THE EMPLOYMENT AGREEMENT
 
1.1  
Section 2.2 (c) of the Employment Agreement shall be amended with the addition of a Section 2.2(c)(iii) .
 
1.2  
Section 2.2(c) of the Employment Agreement shall be read as if Section 2.2(c)(iii) immediately follows Section 2.2(c)(ii) with the following provision:
 
"any completed transaction effecting a merger, consolidation, reorganization, restructuring; purchase of substantially all of another entity or such entity's assets, business properties or securities; or purchase by the Company of   such other entity's business unit, which transaction creates the result that the Company's shareholders immediately prior to such transaction do not own a majority of the shares in either the Company or any surviving entity immediately after the transaction; but does not include a transaction which is normally considered a pure financing, being issuance of shares for cash."
 
 
 
 

ARTICLE 2
 
NO FURTHER CHANGES
 
2.1  
Other than the specific amendment agreed upon herein, all other terms of the Employment Agreement shall remain unchanged, shall be in full force and effect, and shall govern this Amendment.
 
ARTICLE 3
 
COUNTERPARTS
 
3.1  
This Amendment may be executed in counterparts, which taken together shall constitute a single document.
 
ARTICLE 4
 
GOVERNING LAW
 
4.1  
This Amendment will be construed and interpreted in accordance with the laws of the State of Israel applicable therein, and each of the parties hereto expressly attorns to the jurisdiction of the courts of the State of Israel. The sole and exclusive place of jurisdiction in any matter arising out of or in connection with this Amendment will be the applicable Tel-Aviv court.
 
IN WITNESS WHEREOF the parties hereto have executed this Amendment effective as of the date and year first above written.
 
         
Per:
         
 
Blue Sphere Corporation
   
Shmuel Keshet
 
           
Name: Shlomi Palas        
           
Title:  CEO        

 
2
 
 
ANNEX A
EMPLOYMENT AGREEMENT
 
3
Exhibit 31.1
 
CERTIFICATION OF
CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
 
I, Shlomi Palas, certify that:
 
1.
I have reviewed this Form 10-K/A of Blue Sphere Corp.;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods present in this report;

4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 
a)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 
b)
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principals;

 
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 
d)
Disclosed in this report any change in the registrant’s internal control over financing reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 
b)
Any fraud, whether or not material, that involved management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date: March 9, 2011
 
   
/s/  Shlomi Palas
 
Shlomi Palas
Chief Executive Officer
 
 
 
Exhibit 31.2
 
CERTIFICATION OF
CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
 
I, Alex Werber, certify that:
 
1.
I have reviewed this Form 10-K/A of Blue Sphere Corp.;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods present in this report;

4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 
a)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 
b)
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principals;

 
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 
d)
Disclosed in this report any change in the registrant’s internal control over financing reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registratnt’s ability to record, process, summarize and report financial information; and

 
b)
Any fraud, whether or not material, that involved management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date: March 9, 2011
 
   
/s/ Alex Werber
 
Alex Werber
Chief Financial Officer
 
 
 
Exhibit 32.1
 
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
In connection with the Annual Report on Form 10-K/A of Blue Sphere Corp. (the “Company”) for the year ended September 30, 2010, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Shlomi Palas, Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
 
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
  Dated: March 9, 2011
By:
/s/ Shlomi Palas
 
   
Shlomi Palas
 
   
Chief Executive Officer
 
 
This certification accompanies each Report pursuant to § 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of §18 of the Securities Exchange Act of 1934, as amended.
 
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
 
 
Exhibit 32.2
 
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
In connection with the Annual Report on Form 10-K/A of Blue Sphere Corp. (the “Company”) for the year ended September 30, 2010, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Alex Werber, Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
 
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
  Dated: March 9, 2011
By:
/s/ Alex Werber
 
   
Alex Werber
 
   
Chief Financial Officer
 
       
 
This certification accompanies each Report pursuant to § 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of §18 of the Securities Exchange Act of 1934, as amended.
 
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.