Personal
      Employment Agreement

     

    Prepared
      and Signed in Netanya on ........... [Date]

    


    
      	
              Between

            	
              :

            	
              SpaceLogic
                Ltd

            


    

    
      	 	 	
              Registration
                number 512600933

            


    

    
      	 	 	
              Registered
                address at Hamelacha Street 43,
                Netanya

            


    

    
      	 	 	
              (“the
                Company”)

            


    

    


    
      	
              And
                between

            	 	
              Michal
                Moses

            


    

    
      	 	 	
              Identity
                number

            


    

    
      	 	 	
              Address

            


    

    
      	 	 	
              (“the
                Employee”)

            


    

    


    
      	
              Since

            	
              :

            	
              The
                Company is engaged in various sectors relating to initiation, planning,
                software development, project implementation and management relating
                to
                store, security, transmission, classification and computerization
                for
                warehouses, distribution centers and
                airports;

            


    

    


    
      	
              And
                since

            	
              :

            	
              The
                Company is a subsidiary of SecureLogic Corp, a public company traded
                in
                the United States and is a related party of SecureLogic Inc., owned
                by
                SecureLogic Corp (together - “the Related
                Companies”);

            


    

    


    
      	
              And
                since

            	
              :

            	
              The
                Company is interested to employ the employee in accordance with the
                conditions of this agreement, and the employee is interested to be
                employed by the Company in accordance with the conditions of this
                agreement;

            


    

    


    
      	
              And
                since

            	
              :

            	
              The
                employee declares that he possesses all qualifications, skills and
                experience required to fulfill the position detailed in this agreement,
                and expressed his agreement to fulfill this position, all in accordance
                with the conditions of this agreement as detailed
                below;

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    
      	
              And
                since

            	
              :

            	
              The
                employee declares that no legal or contractual basis exists to prevent
                his
                employment in the position by the
                Company;

            


    

    


    Accordingly
      it is conditioned and agreed between the parties as follows:

    


    Preface

    


    The
      preface to this agreement constitutes an integral part thereof. The titles
      of
      the sections are intended for convenience purposes only and not for purposes
      of
      interpretation of the agreement. A letter stating the employment conditions
      is
      appended to this agreement and constitutes an integral part
      thereof.

    


    Position
      Requiring Reliability; Special Agreement

    


    The
      parties agree and recognize that the employee’s position in the Company is among
      the positions requiring a special level of personal reliability, as defined
      in
      the Hours of Work and Rest Law, 1951, and therefore the employee will not be
      subject to the provisions of the said Law.

    


    This
      agreement is personal and special, arranging the relationships between the
      Company and between the employee and determining, definitively, the conditions
      of the employee’s employment by the Company; accordingly, any relevant
      legislation that the parties may deem applicable, and any general labor
      agreements and/or special agreements, including appendices thereto, other
      agreements that may be consummated from time to tie between the employers and
      the General Labor Federation or the New Employees’ Labor Federation, and
      agreements between the Company and between any of its employees, will not be
      applicable for the employee and for the conditions of his employment by the
      Company. 

    


    The
      employee declares that his personal details are as stated in the personal
      information questionnaire appended to this agreement, and commits to inform
      the
      Company of any changes in the said information.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    The
      Company declares and confirms that he has no criminal record and that he is
      prepared to undergo a security investigation at any time as may be required,
      in
      favor of a specific project and customer.

    


    Responsibilities
      and Authority

    


    The
      Company commits to employee the employee in accordance with the conditions
      of
      this agreement and the employee imposes on himself to work in and for the
      Company, in a full time position, in the position of CFO of the Company and
      the
      Related Companies (“the Position”) and to act in accordance with the
      instructions of the Company’s CEO, the direct superior, and in accordance with
      the conditions of this agreement.

    


    The
      employee commits to fulfill the Position equitably, with devotion and
      reliability, and to invest his best time, efforts and skills in his work,
      subject to the policy of the Company and the Related Companies, as known from
      time to time, and to instructions and guidelines issued or that will be issued
      from time to time by the Company’s CEO, and to invest for this purpose his best
      skills and efforts, efficiently, effectively and in accordance with the
      requirements of this agreement and to work at least in the scope of the above
      mentioned position, in accordance with holidays and days of rest as effective
      in
      the Company.

    


    Without
      detracting from the general nature of paragraph 3.2 above, the employee commits
      to invest his best efforts in favor of the business development of the Company
      and the Related Companies, their expansion, increased profitability, efficiency
      and improvement of productivity, all in order to promote the interests of the
      Company and the related companies in this regard, subject to conditions and
      instructions detailed in this agreement.

    


    The
      employee declares that he is aware that his position in the Company requires
      a
      special level of personal reliability, and commits that in the period of his
      work in the Company he will act toward the Company equitably, with devotion,
      skill and reliability, and will invest every effort to promote the Company’s
      business and matters.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    The
      Company and the employee declare that they are aware that the conditions of
      this
      agreement are personal and commit to maintain their confidentiality during
      the
      period of this agreement and thereafter.

    


    The
      employee commits to refrain from declaring, guaranteeing or committing in the
      name of the Company in any declaration, guarantee or commitment and to refrain
      from levying on the Company any charge, unless authorized to do so in the
      framework of a decision of the Company’s board of directors regarding signature
      rights in the Company’s name.

    


    The
      employee commits to transmit to the Company, at the Company’s request, all
      information and/or data of which he is aware and regarding which the employee
      is
      not required to maintain confidentiality, which may promote or advance the
      Company’s business.

    


    During
      the entire period of his employment by the Company, the employee commits to
      refrain from fulfilling any work or position that is not in the framework of
      his
      employment by the Company.

    


    The
      employee will not be entitled to receive, in connection with implementation
      of
      his responsibilities, any consideration or benefit (except the consideration
      that he will receive from the Company in accordance with this agreement), from
      any entity or source, including from customers or suppliers of the Company.
      It
      is hereby agreed that any such amount or benefit received by the employee will
      belong to the Company, which will be entitled, without impairing and/or
      detracting from any other entitlement or right accruing to the Company in
      accordance with any relevant legislation, to deduct this amount and/or the
      value
      of the benefit received by the employee, from any amount payable, if payable,
      to
      the employee by the Company.

    


    Without
      detracting from the general nature of the above, the employee commits to inform
      the Company regarding any matter or subject in which he possesses a personal
      interest and that may result in conflict of interest in connection with his
      position in the Company or in entities under his control or related to
      him.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    Salary

    


    The
      employee will receive payment as follows:

    


    Basic
      salary NIS 12,750.

    


    Global
      overtime hours reflecting, in the parties’ estimate, the average overtime hours
      worked by the employee in the amount of NIS 2,250.

    


    The
      basic
      salary and global overtime hours total NIS 15,000 and constitute together the
      employee’s gross monthly salary, for a 50% position. In the event that the
      parties will agree on a change to a full time (100%) position, the parties
      agree
      that the basic salary and global overtime hours for a full time position will
      total NIS 25,000.

    


    The
      parties agree that in the event that the actual hours of work invested by the
      employee exceed 75% per month during three consecutive months, the salary level
      will be amended proportionately.

    


    The
      employee agrees that the remuneration for the global overtime hours comprises
      his entitlement to receive remuneration for overtime hours and for weekly hours
      of rest, and that should any claim be submitted at any time for additional
      payment, for the period of his work or part thereof, the employee will be
      required to repay all remuneration for global overtime hours received during
      the
      entire period of his work.

    


    The
      Company will pay to the employee his monthly salary until the 9th of each
      month.

    


    The
      salary will be updated in accordance with the cost of living agreement in the
      economy. 

    


    The
      Company will provide to the employee a Group 2 vehicle from the Company’s
      existing fleet of vehicles and/or from leasing and/or from rental, as determined
      by the Company from time to time, subject to payment of tax on the value of
      utilization of the vehicle in accordance with the Income Tax
      Regulations.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    The
      employee will not be entitled to record a lien/subordinate charge on the
      vehicle.

    


    The
      employee will be responsible for any payment that may be levied in connection
      with any transgression or event attributed to the vehicle in the period in
      which
      he possesses and/or utilizes the vehicle.

    


    The
      employee will be entitled to meals at lunchtime as accepted practice in the
      Company from time to time, subject to payment of the tax on the value of the
      meals in accordance with the Income Tax Regulations.

    


    Annual
      Vacation

    


    The
      employee will be entitled to ten (10) days of vacation per year (for a 50%
      position).

    


    For
      work
      during part of a year, the employee will be entitled to vacation days
      proportionately to the period of his work in that year.

    


    The
      employee will be entitled to accumulate vacation days or to redeem them for
      payment in accordance with the provisions of relevant legislation.

    


    The
      employee will coordinate the dates of his vacation with the Company in order
      to
      prevent any impairment of the Company’s business.

    


    Recreation

    


    The
      employee will be entitled to payment of annual recreation days in accordance
      with recreation payment agreements in the private sector.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    Recreation
      payments will be imp[lamented annually in the employee’s December
      salary.

    


    Sick
      Leave

    


    The
      employee will be entitled to sick leave in accordance with provisions of
      relevant legislation. Any amount received by the employee as national insurance
      will be deducted from sick leave payment.

    


    Managers’
      Insurance, Provident Funds, Pension Funds and Severance Pay

    


    As
      from
      the first month of the employee’s work in the Company, the Company will deposit
      payments with an insurance company in the framework of a managers’ insurance
      policy in an amount equivalent to up to 14.83% of the employee’s salary
      (composed of 5% pension, 8.33% on account of severance pay and 1.5% for loss
      of
      ability to work).

    


    The
      Company will deduct and deposit with the above mentioned insurance company,
      in
      the framework of the above mentioned managers’ insurance policy, an additional
      5% from the employee’s salary and the employee, by his signature on this
      agreement, hereby agrees that the Company will deduct such amount.

    


    The
      above
      mentioned provisions will be in accordance with the above mentioned rates but,
      in any case, will not exceed the maximum amounts as stated in the Income Tax
      Regulations or any other relevant legislation in this regard.

    


    All
      provisions for the managers’ insurance policy as from the date of commencement
      of the employee’s work in the Company will be the property of the Company and
      the Company will transmit to the employee the ownership thereof upon cessation
      of the employee’s work in the Company. Notwithstanding the above, in the event
      of the employee’s resignation from his position in the Company or in the event
      that the Company terminates the employee’s work in circumstances detailed in
      paragraph 14.3 below, the employee will not be entitled to receive the amounts
      accrued in the said managers’ insurance policy on account of severance pay
      (including profits accrued thereon). Also, in the event that the employee
      resigns in the framework of advance announcement shorter than the announcement
      that the employee committed to transmit in accordance with relevant legislation
      or applicable general labor agreement, or in the event of termination of the
      employee’s work in the Company in circumstances of paragraph 14.3 as stated
      below, the employee will be entitled to receive only the part deposited on
      his
      account in the managers’ insurance policy, and the part deposited on the
      Company’s account for pension and severance pay, as stated, will be reimbursed
      to the Company in full, including profits accrued thereon.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    It
      is
      hereby clarified that subject to transfer of the managers’ insurance policy
      detailed in paragraph 8.1 above to the employee, the amount deposited by the
      Company for the said insurance in respect of severance pay, including profits
      accrued thereon, will be deducted from the amount of the severance pay payable
      to the employee, if the employee is entitled thereto in accordance with relevant
      legislation or in accordance with this agreement.

    


    Continuing
      Education Fund

    


    As
      from
      the first month of the employee’s work in the Company, the Company will deposit
      payments in favor of the employee with a continuing education fund in an amount
      equivalent to up to 7.5% of the employee’s monthly salary; concurrently, the
      employee will deposit from his salary 2.5% to the same continuing education
      fund. The employee, by his signature on this agreement, hereby agrees that
      the
      Company will deduct such amount. The said amounts will not exceed the maximum
      amounts as stated in the Income Tax Regulations or any other relevant
      legislation in this regard.

    


    Beneficiaries’
      Rights

    


    The
      employee declares that he is aware that his beneficiaries, in the event of
      his
      death (G_d forbid) will not possess any rights toward the Company, as an
      employee of the Company, except their right to receive the balance of the
      monthly salary that was accruing to the employee, remuneration for vacation
      days
      and amounts accrued in the managers’ insurance policy (pension and severance
      pay) and in the continuing education fund.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    Maintenance
      of Confidentiality

    


    The
      employee hereby commits to maintain confidentiality and to refrain from
      disclosing, presenting or transmitting, during the period of his employment
      in
      the Company or thereafter, to any individual or entity, trade, professional
      or
      other secrets of the Company, or any information and/or data not available
      to
      the public relating to the Company or connected with the Company, its property,
      business and matters, of any type or kind. The Company hereby confirms that
      the
      secrets and/or information and/or data, as stated, constitute the Company’s sole
      property and that he does not have and will not have any claims, of any type
      of
      kind, relating thereto or connected therewith.

    


    The
      employee hereby commits to refrain from utilization, in any manner, of secrets
      and/or information and/or data as stated in paragraph 11.1 above, except -
      and
      only to the extent required - for purposes of implementation of his
      responsibilities in the Company.

    


    The
      employee hereby declares and confirms that he is aware that the Company
      committed and will commit toward its customers and other third parties to
      maintain, through all legal means, their secrets including regarding
      technologies, models, patents and IP rights, of any type or kind, and that
      breach of this commitment may incur for the Company and for such third parties
      material impairment and damage.

    


    The
      employee hereby commits to honor these commitments of the Company and to
      implement every effort for their fulfillment and to ensure that other employees
      subordinate to the employee, if such exist, will also honor these
      commitments.

    


    It
      is
      hereby agreed that the employee’s commitments in accordance with this item will
      be applicable toward the Company and toward any individual and/or entity related
      thereto, in the period of the employee’s work in the Company and thereafter,
      without time limit.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    Non-Competition

    


    During
      a
      period of 18 months form the date of cessation of the employee’s employment by
      the Company, for any reason, the employee will not be entitled to engage, as
      a
      salaried employee, self-employed individual, partner or consultant in another
      company in competition with the Company, directly or indirectly.

    


    Company’s
      IP

    


    All
      finished products (assembled or non-assembled), parts, materials, tools,
      components, etc, and all written and/or printed and/or typed material including
      documents, booklets, work papers, instructions, computer pages, reports,
      analyses, summaries, lists, forms, etc, of any type or kind, which will be
      utilized by the employee for purposes of his work in and/or for the Company
      and/or that will be transmitted to him in the framework of his work and/or
      in
      connection with his work and/or in any other manner or means (“Protected
      Document”) will be deemed the property of the Company.

    


    The
      employee will not be entitled to utilize, transmit and/or transfer to any third
      party, in any manner or means, any Protected Document or rights to a Protected
      Document, except - and only to the extent required - for purposes of
      implementation of his responsibilities in the Company.

    


    The
      comprehensive rights including copyrights and/or patents and/or any other kind
      of IP rights relating and/or deriving and/or regarding, directly or indirectly,
      any innovation, development, discovery or patent in respect of the Company’s
      sectors of activity (“Innovation”) will be wholly and solely owned by the
      Company, including any Innovation: developed through utilization, in whole
      or in
      part, of equipment, materials, tools, instruments, trade secrets or any other
      means of the Company, which the employee will discover and/or to which the
      employee will be a party and/or to which the employee will be connected in
      any
      other manner, in the framework of, in the course of, as a constituent of or
      as a
      result of the period of his employment in the Company, relating to the Company’s
      activity, including any research and development in and/or in respect of and/or
      for the Company.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    The
      employee hereby waives in favor of the Company, in an irrevocable commitment,
      all rights, of any type or kind, regarding such Innovation, including ownership
      rights to the Innovation, any and all conceptual rights in connection with
      such
      Innovation, and any and all rights deriving from such rights.

    


    The
      Company will be entitled to protect such Innovation through registration or
      through any other means in Israel and in any other location and the employee
      commits to provide his services in this regard insofar as required for this
      purpose, including by providing information, data and signature on documents.
      The employee will not be entitled to register such Innovation or to implement
      any action toward such Innovation except as required for purposes of
      registration or utilization of such Innovation in the name of, or by, the
      Company.

    


    The
      provisions of this paragraph will be applicable in the period of this agreement
      and thereafter, without time limit.

    


    Period
      of Agreement

    


    This
      agreement will be in effect until its cancellation by one of the parties as
      detailed below. The date of commencement of work will be deemed ...............
[date].

    


    The
      Company and the employee will be entitled to terminate this agreement for any
      reason by advance announcement of 75 days. Additionally, the Company will be
      entitled to terminate the employee’s employment in the Company, without advance
      announcement, in any of the following circumstances: 

    


    The
      employee was accused of a shameful criminal transgression;

    


    The
      employee breached a commitment of reliability and/or did not act honorably
      and/or equitably in his relationships with the Company and/or in his actions
      for
      the Company and/or acted in a manner impairing the Company’s name;

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    The
      employee acted in a manner intended to derive personal gain not in accordance
      with the law in the framework of his work in the Company;

    


    The
      employee breached the provisions of paragraphs 3, 11, 12 or 13 of the
      agreement.

    


    In
      the
      period of the advance announcement regarding dismissal or resignation, as
      relevant, the employee commits to implement all required activity in accordance
      with the Company’s instructions for purpose of smooth transfer of his position
      to his substitute or replacement.

    


    In
      the
      period of the advance announcement regarding dismissal or resignation, as
      relevant, the employee will be entitled to payment of salary and all related
      conditions as detailed above, whether the Company instructed him to continue
      to
      fulfill his responsibilities or whether the Company instructed him to cease
      fulfillment of his responsibilities.

    


    In
      the
      event that the employee ceases to be an employee of the Company for any reason,
      the employee will return to the Company, to the location instructed by the
      Company, immediately and without delay, all material that was in his possession
      as of the said date including - but not limited to - any Protected Document
      and
      receipts, invoices, orders, checks, vouchers, etc, whether complete or not
      yet
      recorded, whether bound in ledgers or otherwise, whether issued by the Company
      or issued by others to the Company and all other property belonging to the
      Company.

    


    Taxes

    


    The
      Company will deduct from the employee’s salary all taxes and required payments
      in accordance with all relevant legislation and in accordance with the
      provisions of this agreement.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    General

    


    No
      party
      to this agreement will be deemed to waive any right in accordance with this
      agreement as a result of non-timely enforcement. Waiver or delay, in a specific
      circumstance, will not be deemed waiver or delay for other circumstances,
      whether regarding the same matter or regarding another matter.

    


    Any
      change, addition, disposal, waiver or assumption in accordance with this
      agreement will not be effective except in writing and signed by the
      parties.

    


    This
      agreement replaces any presentation, commitment for arrangement, summary,
      agreement, letter of intent or previous agreement between the parties - if
      such
      existed - in connection with employment of the employee by the Company, and
      are
      cancelled.

    


    The
      address of the parties for purposes of this agreement is as stated in the
      Preface thereto. 

    


    Any
      announcement transmitted to the parties will be deemed an announcement received
      as of the following dates:

    


    Transmitted
      by courier - As of the date of the transmission;

    


    Transmitted
      by fax - As of the date of the transmission, subject to issuance of confirmation
      regarding receipt of the fax;

    


    Transmitted
      by registered mail - Within 72 hours from the date sent. 

    


    Signed
      and Witness by the Parties,

    


    
      	 	 	 	 	 
	 	
              Company

            	 	
              Employee