Form
      of Personal Employment Agreement

     

    Prepared
      and Signed in Tel Aviv on ........... [Date]

    


    
      	
              Between

            	
              :

            	
              SpaceLogic
                Ltd

            


    

    
      	 	 	
              Registration
                number 512600933

            


    

    
      	 	 	
              Registered
                address at Hamelacha Street 43,
                Netanya

            


    

    
      	 	 	
              (“the
                Company”)

            


    

    


    
      	
              And
                between

            	
              :

            	
              Identity
                number

            


    

    
      	 	 	
              Address

            


    

    
      	 	 	
              (“the
                Manager”)

            


    

    


    
      	
              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 interested to employ the Manager as the Company’s CFO in
                accordance with the conditions of this agreement, and the Manager
                is
                interested to be employed by the Company in accordance with the conditions
                of this agreement;

            


    

    


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

    


    
      	
              1.

            	
              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.


            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	2.	
              Position
                Requiring Reliability; Special
                Agreement

            


    

    


    
      	 	
              2.1

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

            


    

    


    
      	 	
              2.2

            	
              This
                agreement is personal and special, arranging the relationships between
                the
                Company and between the Manager and determining, definitively, the
                conditions of the Manager’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 time 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 Manager and for the conditions
                of his employment by the Company. 

            


    

    


    
      	3.	
              Responsibilities
                and Authority

            


    

    


    
      	 	
              3.1

            	
              The
                Company commits to employ the Manager in accordance with the conditions
                of
                this agreement and the Manager accepts to work in and for the Company,
                in
                a full time position, in the position of CFO of the Company and to
                act in
                accordance with the instructions of the Company’s board of directors and
                in accordance with the conditions of this agreement (“the Position”). The
                Company commits to grant to the Manager all required authority for
                purposes of fulfillment of the
                Position.

            


    

    


    
      	 	
              3.2

            	
              The
                Manager commits to fulfill the Position equitably, with devotion
                and
                reliability, and to invest his best time, efforts and skills in
                fulfillment of the Position, including overtime work insofar as may
                be
                required for this purpose.

            


    

    


    
      	 	
              3.3

            	
              The
                Manager declares that he is aware that the 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.

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    
      	 	
              3.4

            	
              The
                Company and the Manager 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.

            


    

    


    
      	4.	
              Fulfillment
                of Position, Maintenance of Confidentiality and
                Non-Competition

            


    

    


    The
      Manager commits as follows:

    


    
      	 	
              4.1

            	
              During
                the period of his employment, the Manager will provide to the Company
                all
                of his required and relevant professional knowledge, and will act
                to the
                best of his ability, skills and experience to promote the Company’s
                interests and will invest of his time, insofar as required, for optimal
                effective implementation of the
                Position.

            


    

    


    
      	 	
              4.2

            	
              During
                the period of his employment, the Manager will not be related in
                any
                manner to any other business activity and/or position competing with
                the
                Company’s business and/or that may impair his ability to fulfill the
                Position, and will invest all his time and efforts in the
                Company.

            


    

    


    
      	 	
              4.3

            	
              The
                Manager will not compete, alone or through any representative, including
                any entity under his control, directly or indirectly, in any business
                of
                the Company, at any time, and will not work for any entity, directly
                or
                indirectly, as an employee, self-employed contractor or through any
                other
                means, to provide service, guidance, instruction and/or consulting,
                of any
                kind relating to the sector of the Company’s activity as stated; all in
                the period of his employment in the Company and/or as a shareholder
                in the
                Company holding 5% or more of the issued share capital and/or as
                a
                director in the Company, and in a period of 18 months commencing
                as of the
                date on which he ceases to be an employee of the Company, shareholder
                or
                director as stated.

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    
      	 	 	
              The
                parties to this agreement state, and agree, that competition for
                purposes
                of this agreement includes also agreements with customers and/or
                suppliers
                that were customers and/or suppliers of the Company, as relevant,
                or that,
                as of the date of cessation of the Manager’s employment are customers
                and/or suppliers of the Company, as relevant, in matters relating
                to the
                Company’s sector of activity; and/or agreements with individuals that were
                employed or are employed by the Company as of, or close to, the date
                of
                cessation of the Manager’s employment in the
                Company.

            


    

    


    
      	 	
              4.4

            	
              The
                Manager will maintain confidentiality and will not disclose to any
                individual or entity, information regarding professional secrets
                and any
                information and/or data that is, or will be, known to him, as a result
                of
                fulfillment of the Position, regarding the Company’s relationships with
                its customers, employees, any third party, etc (“the Professional
                Secrets”), except professional secrets known to employees of companies and
                facilities such as the Company.

            


    

    


    
      	 	
              4.5

            	
              The
                Manager will inform the Company immediately regarding any issue or
                subject
                in connection with which he has a personal interest and/or which
                ay create
                a conflict of interests with the Position in the
                Company.

            


    

    


    
      	 	
              4.6

            	
              The
                Company will not utilize, in any manner, the Professional Secrets,
                except
                for purposes of fulfillment of the Position in the Company and
                implementation of his work, and as required for this
                purpose.

            


    

    


    
      	 	
              4.7

            	
              All
                information, data and documents (of any kind and in any media) transmitted
                to the Manager and/or that reach his possession as a result of and/or
                in
                accordance with his work in the Company, and that are related, directly
                or
                indirectly, to the Company or its activity or the activity of its
                suppliers, customers and employees (“the Company’s Documents”), will
                belong to the Company, at all times, and will be deemed the Company’s
                property for all intents and purposes, and will be returned to the
                Company
                by the Manager immediately or upon cessation of the employee - employer
                relationship between the Company and between the Manager, or as of
                any
                other date, in accordance with the Company’s request. The Manager commits
                not to copy, in any manner, the Company’s Documents except as required for
                purposes of fulfillment and implementation of the Position and/or
                his
                relationship with the Company, and as of the said dates will return
                to the
                Company also such copies.

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    
      	 	
              4.8

            	
              To
                avoid any doubt, it is hereby clarified that the provisions of
                sub-paragraphs 4.3, 4.4, 4.6 and 4.7 will remain in effect and will
                commit
                the Manager also after cessation of the employee - employer relationship
                between the Company and between the
                Manager.

            


    

    


    
      	5.	
              Salary

            


    

    


    
      	 	
              5.1

            	
              The
                Company will pay to the Manager his monthly salary until the 9th
                of each
                month, for the preceding month.

            


    

    


    
      	 	
              5.2

            	
              The
                Manager’s gross monthly salary (“the Salary”) will be the NIS equivalent
                of US$ 15,000. The Salary will be linked to the exchange rate of
                the
                United States dollar; however, the exchange rate in accordance with
                this
                agreement will not be less than US$ 1 = NIS
                4.4.

            


    

    


    
      	 	
              5.3

            	
              The
                Company’s board of directors is entitled, at its sole discretion, to grant
                a bonus to the Manager as of each year end for his performance. The
                Manager’s entitlement to a bonus, as stated, and the amount thereof, if
                any, are at the board of directors’ sole
                discretion.

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    
      	
              6.

            	
              Reimbursement
                of Expenses

            


    

    


    
      	 	
              The
                Manager is entitled to reimbursement of expenses in respect of all
                expenses incurred in connection with fulfillment of the Position,
                in
                accordance with the Company’s policy and in accordance with the budget
                approved for this purpose by the Company’s board of directors.
                Reimbursement of expenses, as stated, will include expenses in the
                Manager’s work at home, e.g. telephone line,
                etc.

            


    

    


    
      	
              7.

            	
              Company
                Vehicle

            


    

    


    
      	 	
              7.1

            	
              The
                Company will provide the Manager with a Company vehicle in the “managers’
                vehicle” category, at the Manager’s choice (“the Vehicle”), and the
                Company will bear all expenses inherent in maintenance of the Vehicle
                and
                utilization thereof (except any fine or expense in connection with
                traffic
                violations).

            


    

    


    
      	 	 	
              The
                Manager’s spouse and children will be entitled to drive the Vehicle and
                the Vehicle will be available to the Manager during the entire year,
                including during vacation periods.

            


    

    


    
      	 	
              7.2

            	
              To
                avoid any doubt, it is hereby clarified that income tax and any other
                tax
                applicable in connection with this paragraph will be grossed up by
                the
                Company.

            


    

    


    
      	 	
              7.3

            	
              It
                is hereby clarified that payments in accordance with this paragraph
                will
                not be deemed Salary for purposes of social
                benefits.

            


    

    


    
      	 	
              7.4

            	
              The
                Manager commits to return the Vehicle to the Company upon cessation
                of his
                fulfillment of the Position, for any
                reason.

            


    

    


    
      	 	
              7.5

            	
              The
                Manager will not be entitled to record any lien/subordinate charge
                in
                connection with the Vehicle.

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    
      	 	
              7.6

            	
              The
                Manager will be responsible for any payment levied in respect of
                any
                transgression attributed to the Vehicle in the period in which the
                Manager
                possesses the Vehicle and was utilized by the Manager as of the occurrence
                of the event.

            


    

    


    
      	
              8.

            	
              Annual
                Vacation

            


    

    


    
      	 	
              8.1

            	
              The
                Manager will be entitled to 24 annual vacation days for each year
                of
                employment in the Company. The Manager will not be entitled to accumulate
                vacation days in excess of 24
                months.

            


    

    


    
      	 	
              8.2

            	
              The
                Manager will coordinate the dates of his vacation insofar as possible
                in
                accordance with the Company’s
                needs.

            


    

    


    
      	
              9.

            	
              Recreation

            


    

    


    
      	 	
              The
                Manager will be entitled to recreation pay as determined from time
                to time
                in accordance with published
                directives.

            


    

    


    
      	
              10.

            	
              Sick
                Leave

            


    

    


    
      	 	
              The
                Manager will be entitled to sick leave as determined in accordance
                with
                any relevant legislation. Any amount received by the Manager in accordance
                with insurance for inability to work as detailed below and/or in
                accordance with national insurance provisions, will be deducted from
                such
                sick leave payments.

            


    

    


    
      	
              11.

            	
              Managers’
                Insurance, Provident/Pension Funds and Severance
                Pay

            


    

    


    
      	 	
              11.1

            	
              The
                Company will deposit, with an insurance company, in the framework
                of a
                managers’ insurance policy, an amount equivalent to up to 15.83% of the
                Manager’s Salary (composed of 5% pension, 8.33% on account of severance
                pay and up to 2.5% inability to
                work).

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    
      	 	
              11.2

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

            


    

    


    
      	 	
              11.3

            	
              All
                provisions for the above mentioned insurance policy and/or
                provident/pension fund as from the date of commencement of the Manager’s
                employment in the Company, will be the property of the Company, and
                the
                Company will transfer the ownership thereof to the Manager upon cessation
                of the Manager’s employment in the Company, for any
                reason.

            


    

    


    
      	 	
              11.4

            	
              At
                the Manager’s request, the above mentioned provisions will be deposited
                with existing insurance policy or provident/pension
                fund.

            


    

    


    
      	 	
              11.5

            	
              In
                the circumstances detailed in paragraph 14.3 below, the Manager will
                not
                be entitled to severance pay.

            


    

    


    
      	
              12.

            	
              Continuing
                Education Fund

            


    

    


    
      	 	
              The
                Company will deposit monthly, in favor of the Manager, an amount
                equivalent to 7.5% of the Manager’s Salary to a continuing education fund
                determined by the Manager and, concurrently, the Manager will deposit
                2.5%
                of his Salary to the same continuing education fund; the maximum
                amounts
                that may be deposited will be updated in accordance with the Israeli
                Income Tax Regulations.

            


    

    


    
      	
              13.

            	
              Beneficiaries’
                Rights

            


    

    


    
      	 	
              The
                Manager 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 Manager, remuneration
                for
                vacation days and amounts accrued in the provident/pension fund or
                accruing in accordance with any insurance policy, as relevant.
                

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    
      	
              14.

            	
              Period
                of Agreement

            


    

    


    
      	 	
              14.1

            	
              Notwithstanding
                the provisions of this agreement, it is hereby clarified that the
                Manager
                will be deemed an employee of the Company as from the date of his
                employment in the Company, i.e. as from the date of its establishment;
                however, the conditions of the Manager’s employment in accordance with the
                provisions of this agreement will be applicable as from January 1,
                2005
                and for a period not less than ..... years after commencement into effect of
                the agreement (“the Preliminary Period”), subject to closing of the
                transaction with MBYI. To avoid any doubt, it is hereby clarified
                that if,
                for any reason, such closing is not consummated, this agreement will
                not
                take effect.

            


    

    


    
      	 	
              14.2

            	
              As
                of the end of ... months, each party will be entitled to terminate this
                agreement, for any reason, in accordance with an advance announcement
                of
                120 days.

            


    

    


    
      	 	
              14.3

            	
              Also,
                the Company will be entitled to terminate the Manager’s employment in the
                Company, without advance announcement, in the event of any of the
                following circumstances:

            


    

    


    
      	 	
              14.3.1

            	
              The
                Manager is accused of a shameful criminal
                transgression;

            


    

    


    
      	 	
              14.3.2

            	
              Breach
                of the Manager’s reliability toward towards the
                Company;

            


    

    


    
      	 	
              14.3.3

            	
              The
                Manager’s breach of the provisions of paragraphs 3 or 4 of this
                agreement.

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    
      	 	
              14.4

            	
              In
                the event of cessation of the employee - employer relationship between
                the
                Company and the Manager, for any reason, the Manager commits to transfer
                his Position in the Company to his replacement in an arranged organized
                manner and in accordance with the Company’s
                instructions.

            


    

    


    
      	
              15.

            	
              Officers’
                Insurance

            


    

    


    
      	 	
              The
                Company will acquire an insurance policy for professional and directors’
                responsibility, and will include the Manager therein, in accordance
                with
                the Company’s Articles of Association and in accordance with the Israeli
                Companies Ordinance.

            


    

    


    
      	
              16.

            	
              Taxes

            


    

    


    
      	 	
              The
                Company will deduct from the Manager’s Salary all taxes and required
                payments in accordance with all relevant legislation and in accordance
                with the provisions of this agreement, unless stated specifically
                otherwise in this agreement.

            


    

    


    
      	17.	
              General
                and Supplementary Provisions

            


    

    


    
      	 	
              17.1

            	
              No
                party to this agreement will be deemed to endorse/transfer its commitments
                toward the other party in accordance with this agreement, without
                the
                express agreement of the said other party, in advance and in writing.
                Notwithstanding this provision of the agreement, the Manager is entitled
                to request from the Company that the Salary stated in paragraph 5.2
                above,
                in whole or in part, will be transferred to a company under his control.
                

            


    

    


    
      	 	
              17.2

            	
              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.

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    
      	
            	17.3	
              Any
                change, addition, disposal, waiver or assumption in accordance with
                this
                agreement will not be effective unless in writing and signed by the
                parties.

            


    

    


    
      	 	
              17.4

            	
              This
                agreement replaces any presentation, commitment for arrangement,
                summary,
                agreement, letter of intent or previous agreement between the parties
                -
                including the agreement for provision of management services and
                any
                protocol/minutes that updated the said management services agreement,
                in
                connection with employment of the Manager by the Company, and cancels
                such
                previous arrangements.

            


    

    


    
      	 	
              17.5

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

            


    

    


    
      	 	
              17.6

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

            


    

    


    
      	 	
              17.6.1

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

            


    

    


    
      	 	
              17.6.2

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

            


    

    


    
      	 	
              17.6.3

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

            


    

    


    Signed
      and Witnessed by the Parties,

    


    
      	 	 	 	 	 
	 	
              Company

            	 	
              Manager