Exhibit 10.2


    
      

    

    Exhibit
      10.2



    APPENDIX
      6.5. 

     

    TO
      SPA
      AMONG IDO SECURITY LTD, THE MEDICAL EXCHANGE INC ET.AL.

     

    
      
        EMPLOYMENT
          AGREEMENT

      

    

     

    THIS
      AGREEMENT
      is made
      as of __ ______________ , 2006

     

    B
      E T W E
      E N:

     

    IDO
      SECURITY LTD.,
      a
      corporation incorporated under the laws of Israel.

     

    (jointly
      the “Corporation”)

     

    and
      -

     

    GILL
      STISS,
      of
      Ashdod, Israel

     

    (the
      “Employee”)

     

    CONTEXT
      OF THIS AGREEMENT

     

    A.  The
      Corporation designs, develops, manufactures and sells prototypes, products,
      know-how and technologies used in security applications.

     

    B.  The
      Employee has been employed by the Corporation since 2005 and the Corporation
      wishes to employ the Employee upon the terms and conditions as set out
      herein.

     

    FOR
      VALUE RECEIVED,
      the
      sufficiency of which is acknowledged, the parties agree as follows:

     

         
      PART 1  

    INTERPRETATION

     

    1.1  Definitions.
      In this
      Agreement, the following terms shall have the following meanings:

     

    “Agreement”
      means
      this agreement and all schedules attached hereto and all amendments made hereto
      and thereto in writing by the parties.

     

    “Business
      Day”
means
      a
      day other than a Saturday or statutory holiday in the State of
      Israel.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Person”
      includes individuals, corporations, limited partnerships, general partnerships,
      joint stock companies, joint ventures, associations, companies, trusts or other
      organizations, whether or not legal entities.

     

    1.2  Entire
      Agreement.
      This
      Agreement together with the agreements and other documents to be delivered
      pursuant to this Agreement (or other agreements pertaining to employee benefits,
      including, without limitation, stock option and bonus plan agreements),
      constitute the entire agreement between the parties pertaining to the subject
      matter of this Agreement and supersede all prior agreements, understandings,
      negotiations and discussions, whether oral or written, of the parties and there
      are no warranties, representations or other agreements between the parties
      in
      connection with the subject matter of this Agreement except as specifically
      set
      forth in this Agreement and any document delivered pursuant to this Agreement.
      No supplement, modification or waiver or termination of this Agreement shall
      be
      binding unless executed in writing by the party to be bound
      thereby.

     

    1.3  Sections
      and Headings.
      The
      division of this Agreement into parts and sections and the insertion of headings
      are for convenience of reference only and shall not affect the construction
      or
      interpretation of this Agreement. The terms “this
      Agreement”,
      “hereof”,
      “hereunder”
      and similar expressions refer to this Agreement and not to any particular
      article, section or other portion hereof and include any agreement or instrument
      supplemental or ancillary hereto. Unless something in the subject matter or
      context is inconsistent therewith, references herein to parts and sections
      are
      to parts and sections of this Agreement.

     

    1.4  Number
      & Gender.
      Words
      importing the singular number only shall include the plural and vice versa
      and
      words importing the masculine gender shall include the feminine and neuter
      genders and vice versa.

     

    1.5  Applicable
      Law.
      This
      Agreement shall be construed and enforced in accordance with the laws of the
      State of Israel applicable therein.

     

    1.6  Currency.
      Unless
      otherwise specified, all references herein to currency shall be references
      to
      currency of Israel.

     

    1.7  Calculation
      of Time.
      When
      calculating the period of time within which or following which any act is to
      be
      done or step taken pursuant to this Agreement, the date which is the reference
      date in calculating such period shall be excluded. If the last day of such
      period is a non Business Day, the period in question shall end on the next
      Business Day. 

     

        
      PART 2  

    APPOINTMENT
      AND DUTIES

     

    2.1  Appointment.
      The
      Corporation agrees to employ the Employee as its Chief Technology Officer upon
      the terms and conditions contained herein and the Employee accepts such
      appointment.

     

    2.2  Term.
      The
      employment of the Employee hereunder shall commence on the date hereof and
      shall
      continue for an initial term of three years (the “Initial Term”) unless
      terminated in accordance with the provisions of this Agreement. This Agreement
      shall be renewed for successive two year terms (each a “Renewal Term”) unless
      the Corporation or Employee indicates in writing, more than 120 days prior
      to
      the termination of this Initial term or any Renewal term, that it does not
      intend to renew this Agreement. 

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    2.3  Duties
      and Reporting.
      The
      Employee will report directly to the board of directors of the Corporation
      and
      shall carry out all duties and responsibilities which are from time to time
      assigned to him by the board of directors.

     

    PART
      3  

    BENEFITS
      &
      EXPENSES

     

    3.1     
      Gross
      Salary.
      During
      the term hereof, and subject to the performance of the services required to
      be
      performed hereunder by Employee, the Corporation shall pay to the Employee
      for
      all services rendered hereunder, as salary, payable not less often than once
      per
      month and in accordance with the Corporation 's normal and reasonable payroll
      practices, a monthly salary equal to NISNIS 60,000 “employer’s cost”, according
      to which the employee’s gross salary shall be calculated (the "Gross Salary")
      linked to increases in the consumer price index. This salary shall be reviewed
      periodically and may be favorably adjusted along with other benefits
      accordingly.

    


    3.2     
      Bituach
      Menahalim
      The
      Employee may subsequently decide that the Corporation and the Employee will
      obtain and maintain Manager’s Insurance (Bituach Menahalim) and Professional
      Disability Insurance for the exclusive benefit of the Employee in the customary
      form. Each of the Corporation and the Employee shall contribute toward the
      premiums payable in respect of such insurance those amounts which would be
      recognized under applicable law, but in no event shall such contributed amounts
      be more than thirteen and one third percent (13 1/3%) of each monthly Gross
      Salary payment from the Corporation and five percent (5 %) of such amount from
      the Employee. On termination for any reason, Corporation shall assign all such
      policies to Employee which shall include all amounts of the funds and benefits
      accrued under such policies, subject to clause 3.7 herein. The Corporation
      shall
      execute required documentation to effect this clause. It shall be clear that
      any
      amount paid by the Corporation under the provisions of this section 3.2 shall
      be
      included in Corporation’s total costs under this Part 3 of not more than NIS
      60,000.

    


    3.3     
      Keren
      Heshtamlut
      The
      Employee may subsequently decide that the Corporation and the Employee shall
      maintain an advancement fund (keren Heshtamlut) for exclusive benefit of the
      Employee. The Corporation shall contribute to such fund an amount equal to
      7-1/2% of each monthly Gross Salary payment and the employee shall contribute
      to
      such fund an amount equal to 2-1/2% of each monthly Gross Salary payment. The
      Employee hereby instructs the Corporation to transfer to such advancement fund
      the amount of the Employee’s and the Corporation ’s contribution from each
      monthly Gross Salary payment. Employee can elect to receive any part of the
      Corporation’s contribution in cash should this be more efficient for tax
      purposes at the Employee’s election. On termination for any reason, Employee
      will be eligible to receive all amounts accrued in the fund subject to clause
      3.7 herein. The Corporation shall execute required documentation to effect
      this
      clause. It shall be clear that any amount paid by the Corporation under the
      provisions of this section 3.3 shall be included in Corporation’s total costs
      under this Part 3 of not more than NIS 60,000.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    3.4     
      Car,
      Cell Phone.
      The
      Employee may subsequently decide to include car and cell phone rights hereunder
      provided such amounts paid therefore shall be included in Corporation’s total
      costs under this Part 3 of not more than NIS 60,000.

    


    3.5     
      Expenses
      All
      expenses reasonably incurred by the Employee shall be reimbursed, together
      with
      any applicable sales and goods and services taxes, by the Corporation within
      10
      Business Days after presentation by the Employee of proper invoices and receipts
      in keeping with the policies of the Corporation as established from time to
      time. 

    


    3.6     
      Vacation.
      The
      Employee shall be entitled to an aggregate of 28 business days of paid vacation
      per contract year, to be taken at times that are mutually agreeable to the
      parties. In addition, the Employee shall be entitled to all paid holidays given
      by the Company to its employees. Vacation days shall be prorated for any portion
      of a year to the date of termination. Any unutilized vacation days shall accrue
      from year to year and at Employee’s option any unused portion may be redeemed.


    


    3.7     
      Differences.
      The
      Employee hereby acknowledges and declares that the Employee’s rights regarding
      Bituach Menahalim and Keren Heshtamlut and Professional Disability Insurance
      have not been paid in full to the date of this agreement and that an amount
      of
      480,000 NIS is missing as the Company has not paid into the said funds and
      Insurance all of the necessary and required amounts (“the
      Differences”).
      The Employee acknowledges that the non payment of the Differences mentioned
      above was approved by the Employee as the majority shareholder and Managing
      Director of the Corporation. The Employee explicitly agrees and declares that
      he
      does not have and will have any claim whatsoever against the Corporation or
      any
      person on behalf of the Corporation including the Corporation shareholders
      and/or officers regarding amongst others the non timely payment of the
      Differences and waives any rights whatsoever with regard to the Differences.
      Notwithstanding the above the Employee and Corporation agree that the
      Differences are to be paid by the Corporation only in the event that the
      Employee is entitled to severance pay in accordance with the law and the
      provisions herein. Subject to such right the Corporation will pay the
      Differences within 30 days from the date that Employee is entitled to said
      severance pay. 

    


    Severence
      Pay.
      The
      Employee acknowledges that in the event that the Employee’s employment is
      terminated in a manner that the Employee is entitled to severance pay in
      accordance with the law and the provisions herein then severance pay will be
      calculated and paid notwithstanding the provisions of The Severance Payment
      Law
      1963, in the following manner: for the period of employment up to the date
      of
      this Agreement the amount deposited on account of severance pay in the Bituach
      Minhalim policy of the Employee as of the date of this Agreement (plus the
      Bituach Minhalim component of the Differences as noted above) and for the period
      from the date herein the last monthly Gross Salary multiplied by the year/s
      or
      part thereof from the date herein. The Employee acknowledges that the severance
      pay paid to the Employee is and will be less than the amount proscribed by
      law
      and notwithstanding the Employee agrees to the provision herein. The Employee
      acknowledges that The Medical Exchange Inc., a Nevada company and the Purchaser
      defined in the Securities Purchase Agreement entered into with the Corporation,
      amongst others, as of the date hereof, entered such agreement and invested
      in
      the Corporation based upon, inter alia, the declaration of the Employee that
      the
      Employee waives rights to full severance pay as set forth herein. The Employee
      herein undertakes to fully indemnify the Corporation and/or the said Purchaser
      in the event that the Employee shall claim any money regarding Severance Pay
      that is not in accordance with this provision. 

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    Provided
      however that in the event that Employee resigns without just cause after ten
      months from the date hereof or the Company or the Employee does not agree to
      renew this Agreement for any Renewal Term then the Employee is entitled to
      Severence Pay as provided and calculated as stated above.

    


    PART
      4

    EMPLOYEE’S
      COVENANTS

    


    4.1     
      Service.
      The
      Employee shall devote the whole of his time, attention and ability to the
      business of the Corporation and shall well and faithfully serve the Corporation
      and shall use his best efforts to promote the interests of the Corporation.
      The
      Employee appreciates that the Employee’s duties may involve significant travel
      from the Employee’s place of employment, and the Employee agrees to travel as
      reasonably required in order to fulfill the Employee’s duties. The Employee may
      work up to 10% of his time at Shikumit Ltd. as general manager.

     

    4.2     
      Duties
      and Responsibilities.
      The
      Employee shall duly and diligently perform all the duties assigned to him while
      in the employ of the Corporation, and shall truly and faithfully account for
      and
      deliver to the Corporation all money, securities and things of value belonging
      to the Corporation which the Employee may from time to time receive for, from
      or
      on account of the Corporation.

     

    4.3     
      Rules
      and Regulations.
      The
      Employee shall be bound by and shall faithfully observe and abide by all the
      rules and regulations of the Corporation from time to time in force which are
      brought to his notice.

     

    PART
      5

    CONFIDENTIAL
      INFORMATION AND DEVELOPMENTS

     

    5.1     
      “Confidential
      Information”
      means
      information, whether or not originated by the Employee, that relates to the
      business or affairs of the Corporation, its affiliates, clients or suppliers
      and
      is confidential or proprietary to, about or created by the Corporation, its
      affiliates, clients, or suppliers. Confidential Information includes, but is
      not
      limited to, the following types of confidential information and other
      proprietary information of a similar nature (whether or not reduced to writing
      or designated or marked as confidential):

     

    
      	(i)  
               	
              work
                product resulting from or related to work or projects performed for
                or to
                be performed for the Corporation or its affiliates, including but
                not
                limited to, the interim and final lines of inquiry, hypotheses, research
                and conclusions related thereto and the methods, processes, procedures,
                analysis, techniques and audits used in connection therewith;
                

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	(ii)  
               	
              computer
                software of any type or form and in any stage of actual or anticipated
                development, including but not limited to, programs and program modules,
                routines and subroutines, procedures, algorithms, design concepts,
                design
                specifications (design notes, annotations, documentation, flowcharts,
                coding sheets, and the like), source code, object code and load modules,
                programming, program patches and system
                designs;

            


    

     

    
      	(iii) 
                	
              information
                relating to developments (as hereinafter defined) prior to any public
                disclosure thereof, including but not limited to, the nature of the
                developments, production data, technical and engineering data, test
                data
                and test results, the status and details of research and development
                of
                products and services, and information regarding acquiring, protecting,
                enforcing and licensing proprietary rights (including patents, copyrights
                and trade secrets);

            


    

     

    
      	(iv)  
               	
              internal
                Corporation personnel and financial information, vendor names and
                other
                vendor information, purchasing and internal cost information, internal
                services and operational manuals, and the manner and method of conducting
                the Corporation’s business;

            


    

     

    
      	(v)  
               	
              marketing
                and development plans, price and cost data, price and fee amounts,
                pricing
                and billing policies, quoting procedures, marketing techniques and
                methods
                of obtaining business, forecasts and forecast assumptions and volumes,
                and
                future plans and potential strategies of the Corporation that have
                been or
                are being discussed; and

            


    

     

    
      	(vi)  
               	
              all
                information that becomes known to the Employee as a result of employment
                that the Employee, acting reasonably, believes is confidential information
                or that the Corporation takes measures to
                protect.

            


    

     

    5.2     
      Confidential
      Information does not include:

     

    
      	(vii)  
               	
              the
                general skills and experience gained during the Employee’s employment or
                engagement with the Corporation that the Employee could reasonably
                have
                been expected to acquire in similar employment or engagements with
                other
                companies;

            


    

     

    
      	(viii)  
               	
              information
                publicly known without breach of this Agreement or similar agreements;
                or

            


    

     

    
      	(ix)  
               	
              information,
                the disclosure of which is required to be made by any law, regulation,
                governmental authority or court (to the extent of the requirement),
                provided that before disclosure is made, notice of the requirement
                is
                provided to the Corporation, and to the extent of the requirement,
                (to the
                extent reasonably possible in the circumstances) the Corporation
                is
                afforded an opportunity to dispute the
                requirement.

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    5.3     
      “Developments”
      means
      all discoveries, inventions, designs, works of authorship, improvements and
      ideas (whether or not patentable or copyrightable) and legally recognized
      proprietary rights (including, but not limited to, patents, copyrights,
      trademarks, topographies, know how and trade secrets), and all records and
      copies of records relating to the foregoing, that relates solely to the
      Corporation’s business and improvements and modifications to it:

     

    
      	(x) 
                	
              result
                or derive from the Employee’s employment or from the Employee’s knowledge
                or use of Confidential Information;

            


    

     

    
      	(xi)  
               	
              are
                conceived or made by the Employee (individually or in collaboration
                with
                others) during the term of the Employee’s employment by the Corporation in
                line with work of Employee or connected to Corporation’s
                business;

            


    

     

    
      	(xii)  
               	
              result
                from or derive from the use or application of the resources of the
                Corporation or its affiliates; or

            


    

     

    
      	(xiii) 
                	
              relate
                to the business operations of or actual or demonstrably anticipated
                research and development by the Corporation or its
                affiliates.

            


    

     

    For
      greater certainty, discoveries, inventions, designs, works of authorship,
      improvements and ideas (whether or not patentable or copyrightable) of the
      Employee that do not relate to the business of the Corporation are not the
      subject matter of this Agreement.

     

    PART
      6

    NO
      CONFLICTING OBLIGATIONS

     

    6.1     
      The
      Employee warrants to the Corporation that:

     

    
      	(xiv)  	
              the
                performance of the Employee’s duties as an employee of the Corporation
                will not breach any agreement or other obligation to keep confidential
                the
                proprietary information of any other party;
                and

            


    

     

    
      	(xv)  	
              the
                Employee is not bound by any agreement with or obligation to any
                other
                party that conflicts with the Employee’s obligations as an employee of the
                Corporation or that may affect the Corporation’s interest in the
                Developments.

            


    

     

    6.2     
      The
      Employee will not, in the performance of the Employee’s duties as an employee of
      the Corporation:

     

    
      	(xvi)  	
              improperly
                bring to the Corporation or use any trade secrets, confidential
                information or other proprietary information of any other party;
                or

            


    

     

    
      	(xvii)  	
              knowingly
                infringe the intellectual property rights of any other
                party.

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    PART
      7

    COMPETITION
      AND SOLICITATION

     

    7.1     
      Definitions.

     

    “Competitive
      Business”
      means
      any business that supplies products or services competitive with those then
      supplied by the Corporation or which the Corporation was contemplating supplying
      when the Employee was employed by the Corporation. 

     

    “Employment
      Period”
      means
      the period during which the Employee is employed by the Corporation.

     

    “Termination
      Date”
      means
      the date that the Employee’s employment with the Corporation is terminated
      or expires in accordance with Section 2.2 or Part 12.

     

    


    7.2     
      Non-Competition.
      The
      Employee acknowledges that employment by the Corporation will give the Employee
      access to the Confidential Information, and that the Employee’s knowledge of the
      Confidential Information will enable the Employee to put the Corporation at
      a
      significant competitive disadvantage if the Employee is employed or engaged
      by
      or becomes involved in a Competitive Business. Accordingly, during the
      Employment Period and for one year after the Termination Date, the Employee
      will
      not, directly or indirectly, individually or in partnership or in conjunction
      with any other Person:

     

    (i)
      be
      engaged, directly or indirectly, in any manner whatsoever, including, without
      limitation, either individually or in partnership, jointly or in conjunction
      with any other person, or as an employee, consultant, adviser, principal, agent,
      member or proprietor in any Competitive Business;

    


    (ii)
      be
      engaged, directly or indirectly, in any manner whatsoever, including, without
      limitation, either individually or in partnership, jointly or in conjunction
      with any other person, or as an employee, consultant, adviser, principal, agent,
      member or proprietor in any Competitive Business in a capacity in which the
      loyal and complete fulfilment of the Employee’s duties to that Competitive
      Business would (i) inherently require that the Employee use, copy or transfer
      Confidential Information, or (ii) make beneficial any use, copy or transfer
      of
      Confidential Information; or

    


    (iii)
      advise, invest in, lend money to, guarantee the debts or obligations of, or
      otherwise have any other financial or other interest (including an interest
      by
      way of royalty or other compensation arrangements) in or in respect of any
      Person which carries on a Competitive Business.

    


    The
      restriction in Subsection 7.2 (iii) will not prohibit the Employee from holding
      not more than 5% of the issued shares of a public company listed on any
      recognized stock exchange or traded on any bona
      fide
      "over
      the counter" market anywhere in the world.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    


    For
      greater certainty, the Employee’s obligations under this Section are in addition
      to the obligations respecting disclosure and use of Confidential Information
      in
      Part 8.

    


    7.3     
      No
      Solicitation of Clients and Suppliers.
      The
      Employee acknowledges the importance to the business carried on by the
      Corporation of the client and supplier relationships developed by it and the
      unique opportunity that the Employee’s employment and the Employee’s access to
      the Confidential Information offers to interfere with these relationships.
      Accordingly, the Employee will not during the Employment Period and for a period
      of 12 months thereafter directly or indirectly, contact or solicit any person
      who the Employee knows to be a prospective, current or former client or supplier
      of Corporation (who, in the case of a former client or supplier of the
      Corporation, has had dealings with the Corporation at any time during the 12
      month period immediately prior to the end of the Employment Period) for the
      purpose of selling to the client or buying from the supplier any products or
      services that are the same as or substantially similar to, or in any way
      competitive with, the products or services sold or purchased by Corporation
      during the Employee’s employment or at the end thereof, as the case may
      be.

     

    7.4     
      No
      Solicitation of Employees.
      The
      Employee acknowledges the importance to the business carried on by the
      Corporation of the human resources engaged and developed by it and the unique
      access that the Employee’s employment offers to interfere with these resources.
      Accordingly, the Employee will not during the Employment Period and for a period
      of 12 months thereafter, induce or solicit, attempt to induce or solicit or
      assist any third party in inducing or soliciting any employee or consultant
      of
      the Corporation, to leave the Corporation or to accept employment or engagement
      elsewhere.

     

    7.5     
      Independent
      Covenants.
      Each of
      Subsections 7.2 and 7.3 will be construed as constituting obligations
      independent of any other obligations in this Agreement. The existence of any
      claim or cause of action the Employee may have or assert against the
      Corporation, whether based on this Agreement or otherwise, will not constitute
      a
      defence to the enforcement by the Corporation of any of the covenants and
      agreements in the foregoing sections.

     

    PART
      8

    CONFIDENTIAL
      INFORMATION

     

    8.1     
      Protection
      of Confidential Information.
      All
      Confidential Information, whether it is developed by the Employee during the
      Employment Period or by others employed or engaged by or associated with the
      Corporation or its affiliates or clients, is the exclusive and confidential
      property of the Corporation or its affiliates or clients, as the case may be,
      and will at all times be regarded, treated and protected as such, as provided
      in
      this Agreement.

     

    8.2     
      Covenants
      Respecting Confidential Information.
      As a
      consequence of the acquisition of Confidential Information, the Employee will
      occupy a position of trust and confidence with respect to the affairs and
      business of the Corporation and its affiliates and clients. In view of the
      foregoing, it is reasonable and necessary for the Employee to make the following
      covenants regarding the Employee’s conduct during and subsequent to the
      Employee’s employment by the Corporation.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    8.3     
      Non
      Disclosure.
      At all
      times during and subsequent to the Employee’s employment with the Corporation,
      the Employee will not disclose Confidential Information to any Person (other
      than as necessary in carrying out the Employee’s duties on behalf of the
      Corporation) without first obtaining the Corporation’s consent, and the Employee
      will take all reasonable precautions to prevent inadvertent disclosure of any
      Confidential Information. This prohibition includes, but is not limited to,
      disclosing or confirming the fact that any similarity exists between the
      Confidential Information and any other information.

     

    8.4     
      Using,
      Copying, etc.
      At all
      times during and subsequent to the Employee’s employment with the Corporation,
      the Employee will not use, copy, transfer or destroy any Confidential
      Information (other than as necessary in carrying out the Employee’s duties on
      behalf of the Corporation) without first obtaining the Corporation’s consent,
      and the Employee will take all reasonable precautions to prevent inadvertent
      use, copying, transfer or destruction of any Confidential Information. This
      prohibition includes, but is not limited to, licensing or otherwise exploiting,
      directly or indirectly, any products or services that embody or are derived
      from
      Confidential Information or exercising judgment or performing analysis based
      upon knowledge of Confidential Information.

     

    8.5     
      Return
      of Confidential Information.
      Within
      2 Business Days after the termination of the Employee’s employment on any basis
      and of receipt by the Employee of the Corporation’s written request, the
      Employee will promptly deliver to the Corporation all property of or belonging
      to or administered by Corporation including without limitation all Confidential
      Information that is embodied in any physical or ephemeral form, whether in
      hard
      copy or on magnetic media, and that is within the Employee’s possession or under
      the Employee’s control.

     

    8.6     
      Obligations
      Continue.
      The
      Employee’s obligations under this Part 8 are to remain in effect in
      perpetuity.

     

    PART
      9

    INTELLECTUAL
      PROPERTY

     

    9.1     
      Ownership.
      All
      Developments will be the exclusive property of the Corporation and the
      Corporation will have sole discretion to deal with Developments. For greater
      certainty, all work done during the Employment Period by the Employee for the
      Corporation or its affiliates is a work for hire of which the Corporation or
      its
      affiliate, as the case may be, is the first author for copyright purposes and
      in
      respect of which all copyright will vest in the Corporation or the relevant
      affiliate, as the case may be.

     

    9.2     
      Records.
      The
      Employee will keep complete, accurate and authentic notes, reference materials,
      data and records of all Developments in the manner and form requested by the
      Corporation. All these materials will be Confidential Information upon their
      creation.

     

    9.3     
      Moral
      Rights.
      The
      Employee hereby irrevocably waives all moral rights arising under statute in
      any
      jurisdiction or under common law which the employee may have now or in the
      future with respect to the Developments, including, without limitation, any
      rights the Employee may have to have the Employee’s name associated with the
      Developments or to have the Employee’s name not associated with the
      Developments, any rights the Employee may have to prevent the alteration,
      translation or destruction of the Developments, and any rights the Employee
      may
      have to control the use of the Developments in association with any product,
      service, cause or institution. The Employee agrees that this waiver may be
      invoked by the Corporation, and by any of its authorized agents or assignees,
      in
      respect of any or all of the Developments and that the Corporation may assign
      the benefit of this waiver to any Person.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    9.4     
      Further
      Assurances.
      The
      Employee will do all further things that may be reasonably necessary or
      desirable in order to give full effect to the foregoing. If the Employee’s
      co-operation is required in order for the Corporation to obtain or enforce
      legal
      protection of the Developments following the termination of the Employee’s
      employment, the Employee will provide that co-operation so long as the
      Corporation pays to the Employee reasonable compensation for the Employee’s time
      at a rate to be agreed, provided that the rate will not be less than the last
      base salary or compensation rate paid to the Employee by the Corporation during
      the Employee’s employment.

     

    PART
      10

    CONSENT
      TO ENFORCEMENT

     

    The
      Employee confirms that all restrictions in Part 8 and 9 are reasonable and
      valid
      and all defences to the strict enforcement thereof by the Corporation are waived
      by the Employee. Without limiting the generality of the forgoing, the Employee
      hereby consents to an injunction being granted by a court of competent
      jurisdiction in the event that the Employee is in any breach of any of the
      provisions stipulated in Part 8 and 9. The Employee hereby expressly
      acknowledges and agrees that injunctive relief is an appropriate and fair remedy
      in the event of a breach of any of the said provisions.

     

    PART
      11

    WARRANTIES,
      COVENANTS AND REMEDIES

     

    11.1     To
      the
      best knowledge of the Employee the Employee has met all the obligations of
      the
      Employee as set forth in Parts 6 through 9 from the date on which the Employee
      was first employed by Corporation. Any breach or threatened breach of those
      sections by the Employee will constitute Just Cause for immediate termination
      of
      the Employee’s employment or engagement by the Corporation.

     

    11.2     A
      breach
      or threatened breach by the Employee of any of Parts 6 through 9 could result
      in
      unfair competition with the Corporation and could result in the Corporation
      and
      its shareholders suffering irreparable harm that is not capable of being
      calculated and that cannot be fully or adequately compensated by the recovery
      of
      damages alone. Accordingly, the Employee agrees that the Corporation will be
      entitled to interim and permanent injunctive relief, specific performance and
      other equitable remedies, in addition to any other relief to which the
      Corporation may become entitled.

     

    11.3     The
      Employee’s obligations under each of Parts 6 through 9 are to remain in effect
      in accordance with each of their terms and will exist and continue in full
      force
      and effect despite any breach or repudiation, or alleged breach or repudiation,
      of this Agreement or the Employee’s employment (including, without limitation,
      the Employee’s wrongful dismissal) by the Corporation.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    PART
      12

    TERMINATION

     

    12.1     Termination
      by the Employee.
      The
      Employee may terminate this Agreement for any reason upon 90 days prior written
      notice given by the Employee to the Corporation. The Corporation, at its sole
      discretion, may elect to accept the 90 Business Days written notice or to reduce
      or eliminate the notice period. In such event, the Employee’s employment shall
      terminate on the earlier day elected by the Corporation and Corporation shall
      pay to Employee otherwise required as if such notice period has not been
      eliminated or reduced. Upon the termination of employment by the Employee under
      this Section 11.1 the Corporation shall pay to the Employee all bonuses and
      other benefits earned or accrued up to the date of termination, but otherwise
      all obligations of the Corporation under this Agreement shall end.

     

    12.2     Definition
      of  “Just
      Cause”.
“Just
      Cause” means:

     

    (i)
      Employee’s final conviction of, or plea of nolo contendere, to any felony or to
      a crime involving moral depravity or fraud; (ii) Employee’s commission of an act
      of dishonesty or fraud or breach of fiduciary duty or act that has a material
      adverse effect on the name or public image of the Company,; (iii) Employee’s
      commission of an act of willful misconduct or gross negligence,; (iv) the
      material breach of any of Employee’s material obligations under this Agreement ;
      or (v) excessive absenteeism, chronic alcoholism or any other form of addiction
      that prevents Employee from performing the essential functions of his position
      with or without a reasonable accommodation; provided,
      however,
      that
      the Company may terminate Employee’s employment forJust Cause, as to (iv) or (v)
      above, only after failure by Employee to correct or cure, or to commence or
      to
      continue to pursue the correction or curing of, such conduct or omission within
      ten (10) days after receipt by Employee of written notice by the Company of
      each
      specific claim of any such misconduct or failure. 

     

    12.3     Termination
      by the Corporation for Just Cause.
      The
      Corporation may terminate this Agreement at any time for Just Cause without
      notice and (except as provided in the immediately following sentence) without
      payment of any compensation by way of anticipated earnings, damages, or other
      relief of any kind whatsoever. Upon the termination of employment by the
      Corporation for Just Cause, the Corporation shall pay to the Employee all
      salaries, bonuses, vacation and other benefits earned or accrued up to the
      date
      of termination, but otherwise all obligations of the Corporation under this
      Agreement end.

     

    12.4     Termination
      or Decision not to Renew by the Corporation for Other Than Just
      Cause.
      The
      Corporation may terminate this Agreement at any time for other than Just Cause
      or decide not to renew this Agreement upon any renewal date for other than
      Just
      Cause upon the following terms:

     

    (b)  if
      the
      Corporation so terminates this Agreement at any time during the Initial Term
      of
      this Agreement, the Corporation shall pay to the Employee an amount equal to
      the
      Gross Salary and other benefits which Employee received monthly prior to
      termination payable for the period from the date of such termination to the
      end
      of the Initial Term as if the Agreement had not been so terminated ;
      and

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    (b)  
if
      the
      Corporation so terminates this Agreement during a Renewal Term the Corporation
      shall pay the Employee an amount equal to the Gross Salary and other benefits
      which Employee received monthly prior to termination then payable for the period
      from the date of such termination to the end of the Renewal Term as if the
      Agreement had not been so terminated; and

     

    (c)  
      upon any such termination or failure to renew, all
      bonuses or other benefits earned or accrued up to the date of termination or
      expiry shall be paid by the Corporation, but except for such payments and the
      payments to be made pursuant to Sections 12.4(a) or (b), as applicable, all
      obligations of the Corporation under this Agreement shall end upon such
      termination or failure to renew. Payments under Sections 12.4(a) or (b) shall
      be
      payable monthly subject to deductions required under law.

     

    12.5     Termination
      by the Employee for Good Reason.
      The
      Employee may terminate this Agreement at any time upon the occurrence of any
      of
      the following events (each a “Good
      Reason”),
      if
      such occurrence takes place without the express written consent of the
      Employee:

     

    
      	(i)  
               	
              a
                change in the Employee’s title or position or a material diminution in the
                Employee’s duties or the assignment to the Employee of duties which
                materially impairs the Employee’s ability to function in his current
                capacity for the Corporation, or, with respect an assignment of duties
                only, is materially inconsistent with his
                duties;

            


    

     

    
      	(ii)  
               	
              any
                material change in the Employee’s direct reporting obligations;
                

            


    

    
       

      
        	(iii)  
                 	
                or
                  any other occurrence recognized by The Severence Pay Law 1963 as
                  entitling
                  Employee to severence pay.

              


      

       

    

    In
      the
      event that the Employee terminates this Agreement for Good Reason, he shall
      be
      entitled to the same payments and benefits as provided in Section 12.4 of this
      Agreement as if the Corporation had terminated this Agreement at the time that
      the Employee terminates this Agreement under this Section 12.5.

     

    12.6     Full
      and Final Release.
      In
      order to be eligible for the payments as set forth in this Section 12 the
      Employee must (i) execute and deliver to the Corporation a general release,
      in a
      form satisfactory to the Corporation, and (ii) be and remain in full compliance
      with his obligations under this Agreement. 

     

    12.7     Fair
      and Reasonable.
      The
      parties confirm that the provision contained in Sections 12.4 and 12.5 are
      fair
      and reasonable and that all such payments shall be in full satisfaction of
      all
      claims which the Employee may otherwise have at law against the Corporation
      including, or in equity by virtue of such termination of
      employment.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    12.8     Return
      of Property.
      Upon
      the termination of the Employee’s employment for any reason whatsoever, the
      Employee shall at once deliver or cause to be delivered to the Corporation
      all
      books, documents, effects, money, computer equipment, computer storage media,
      securities or other property belonging to the Corporation or for which the
      Corporation is liable to others, which are in the possession, charge, control
      or
      custody of the Employee.

     

    12.9     Provisions
      Which Operate Following Termination.
      Notwithstanding any termination of this Agreement for any reason whatsoever,
      the
      following provisions of this Agreement shall continue in full force and effect:
      Parts 1, 5, 7-13 and 15. 

     

    12.10   Board.
      Notwithstanding the foregoing, the termination of Employee’s employment
      hereunder for Cause shall automatically be deemed as Employee’s resignation from
      the Board of Directors of the Corporation and any affiliates without any further
      action, except when the Board shall, in writing, request a continuation of
      duty
      as a Director in its sole discretion.

     

    12.11 
      Without
      derogating from the terms of this Agreement, and particularly the terms of
      Part
      12 to this Agreement, in the event that Company terminates Employee without
      Cause or Employee terminates this Agreement with Good Reason during the Initial
      Term or Employee terminates this Agreement for any reason after the Initial
      Term
      then the Employee shall not require Consent under Section 2.7 of the Stock
      Purchase Agreement dated June 5, 2006 between the Employee and The Medical
      Exchange Inc. after 180 days from such termination. Furthermore, ifthe Company
      or Employee does not agree to renew this Agreement for any Renewal Term then
      the
      Employee shall not require Consent under Section 2.7 of the said Stock Purchase
      Agreement after 180 days from expiration of the Initial Term. 

     

    PART
      13

    GENERAL

     

    13.1   
      Benefit
      & Binding.
      This
      Agreement shall enure to the benefit of and be binding upon the respective
      successors and permitted assigns of the parties hereto.

     

    13.2   
      Amendments
      & Waivers.
      No
      amendment to this Agreement shall be valid or binding unless set forth in
      writing and duly executed by all of the parties hereto. No waiver of any breach
      of any provision of this Agreement shall be effective or binding unless made
      in
      writing and signed by the party purporting to give the same and, unless
      otherwise provided in the written waiver, shall be limited to the specific
      breach waived.

     

    13.3   
      Assignment.
      Neither
      this Agreement nor the rights and obligations hereunder shall be assignable
      by
      either party without the consent of the other.

     

    13.4   
      Severability.
      If any
      provision of this Agreement is determined to be invalid or unenforceable in
      whole or in part, such invalidity or unenforceability shall attach only to
      such
      provision and all other provisions hereof shall continue in full force and
      effect.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    13.5   
      Attornment.
      For the
      purposes of all legal proceedings this Agreement shall be deemed to have been
      performed in the State of Israel and the labour courts of Tel Aviv- Jaffa shall
      have jurisdiction to entertain any action arising under this
      Agreement.

     

    PART
      14

    ACKNOWLEDGEMENT

     

    The
      Employee acknowledges that:

     

    
      	(iii) 
                	
              the
                Employee has received a copy of this
                Agreement;

            


    

     

    
      	(iv)  
               	
              the
                Employee has had sufficient time to review and consider this Agreement
                thoroughly;

            


    

     

    
      	(v) 
                	
              the
                Employee has read and understands the terms of this Agreement and
                his
                obligations under this Agreement;

            


    

     

    
      	(vi)  
               	
              the
                restriction placed upon the Employee by this Agreement are reasonably
                necessary to protect the Corporation’s proprietary interests in the
                Confidential Information and the Developments and will not preclude
                the
                Employee from being gainfully employed in a suitable capacity following
                the termination of the Employee’s employment, give the Employee’s
                knowledge and experience;

            


    

     

    
      	(vii)  
               	
              the
                Employee has been given an opportunity to obtain independent legal
                advice,
                or such other advice as the Employee may desire, concerning the
                interpretation and effect of this Agreement and by signing this Agreement
                the Employee has either obtained advice or voluntarily waived the
                Employee’s opportunity to receive the same;
                and

            


    

     

    
      	(viii)  
               	
              this
                Agreement is entered into voluntarily by the
                Employee.

            


    

     

    PART
      15

    NOTICES

     

    Any
      demand, notice or other communication (the “Notice”)
      to be
      given in connection with this Agreement shall be given in writing on a Business
      Day and may be given by personal delivery or by transmittal by facsimile
      addressed to the recipient as follows:

     

    
      	
              To
                the Corporation:

            	
              IDO
                Security 2000 Ltd.

              6
                Sapir St., Reshon-Lezion

              Isarel

            
	 	 
	
              To
                the Employee:

            	
              Mr.
                Gil Stiss

              41
                Nahal Lacish St., Asdod

              Israel

            


    

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    or
      such
      other address or facsimile number as may be designated by notice by any party
      to
      the other. Any Notice given by personal delivery will be deemed to have been
      given on the day of actual delivery and if transmitted by facsimile before
      3:00
      pm on a Business Day, will be deemed to have been given on that Business Day
      and
      if transmitted by facsimile after 3:00 pm on a Business Day, will be deemed
      to
      have been given on the next Business Day after the date of
      transmission.

     

    PART
      16

    FURTHER
      ASSURANCES

     

    The
      parties shall from time to time execute and deliver all such further documents
      and do all acts and things as the other party may reasonably require to
      effectively carry out or better evidence or perfect the full intent and meaning
      of this Agreement.

     

    PART
      17

    FAX
      SIGNATURES

     

    This
      Agreement may be signed either by original signature or by facsimile
      signature.

     

    PART
      18

    COUNTERPARTS

     

    This
      Agreement may be executed by the parties in one or more counterparts, each
      of
      which when so executed and delivered shall be an original and such counterparts
      shall together constitute one and the same instrument.

     

    IN
      WITNESS WHEREOF
      the
      parties have duly executed this Agreement.

     

    
      	 	 	 	 IDO
              SECURITY LTD.
	 	 	 	 
	
            	 	 	
              

              Per:

            
	 	 	 	 
	 	 	 	 

              

              GIL
                STISS

            


    

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    The
      undersigned hereby consents to the provisions of Section 12.11
      above.

     

     

    The
      Medical Exchange Inc.

     

    


    ________________________

     

    
      
        
        

      

      
        17