Sample Business Contracts

Consulting Agreement - Delek Refining Ltd. and Greenfeld-Energy Consulting Ltd.

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                              CONSULTING AGREEMENT

     This Agreement is made and entered into as of May 1, 2005, by and between
GREENFELD-ENERGY CONSULTING, LTD. ("Consultant"), 10 Rabenu-Tam St., Tel-Aviv,
Israel 63294, and DELEK REFINING, LTD. ("Delek"), 830 Crescent Centre Drive,
Suite 300, Franklin, TN 37067.

     Whereas, Delek has carefully considered the advisability of obtaining
assistance and guidance in the furtherance of its refining operations; Delek has
made independent inquiry concerning Consultant's ability and reputation; and
Delek has determined that Consultant's services would be of great value in
furtherance of Delek's interests.

     Now, therefore, in consideration of the mutual promises and covenants
contained herein and other good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:

     1. Term. The term of this Agreement shall begin on May 1, 2005, and may be
terminated by either party upon six (6) months advance notice to the other

     2. Scope of Engagement. Delek engages Consultant to advise Delek in any and
all areas of the refining industry under the terms and conditions of this
Agreement. Consultant accepts such engagement. This Agreement shall not be
construed to create a partnership, joint venture or employee relationship
between Consultant and Delek. It is specifically understood that Consultant is
acting hereunder as an independent contractor. Consultant does and may have and
maintain other interests of any kind, either of Consultant's own or in
activities or enterprises of others, and Consultant shall have the right to
render services to others, including without limitation, the same or similar
services as to those to be rendered to Delek hereunder.

     3. Compensation. As compensation for services rendered hereunder, Delek
shall pay Consultant at a rate of seven thousand six hundred seventy United
States dollars (US$7,670.00) per month. In addition, Delek shall reimburse
Consultant for all reasonable out-of-pocket expenditures (including, without
limitation, travel expenses) incurred by Consultant on Delek's behalf or in
connection with the performance of Consultant's services hereunder.

     4. Key Person. It is understood and agreed that the services of Mr. Zvi
Greenfeld are essential to this Agreement, and that Mr. Greenfeld shall at all
times personally provide the services as described herein. In the event that any
change in business form, management, ownership or organization or any other
occurrence materially frustrates this intent, Delek may immediately terminate
the term of this Agreement by written notice to Consultant.

     If the foregoing sets forth your understanding, please indicate your
acceptance by signing in the space provided below.

CONSULTANT:                             DELEK REFINING, LTD. by its
                                        General Partner,
                                        Delek U.S. Refining GP, LLC:


                                        By: /s/ Tony McLarty
                                        Title: Vice President of Human Resources

By: /s/ Zvi Greenfeld

                                        By: /s/ Frederec Green
                                        Title: Vice President of Refining and
                                               Chief Operating Officer