Exhibit 10.38


 


AMENDED
AND RESTATED SERVICES AGREEMENT


 


THIS
AMENDED AND RERTATED SERVICES AGREEMENT (this “Agreement”) is effective as of July 6, 2020 (the “Effective
Date”), by and between INX Limited a company organized under the laws of Gibraltar (the “Company”)
and Paz Diamant (the “Consultant”) (the Company and the Consultant shall sometimes be referred to, each as
a “Party” and collectively, as the “Parties”). The Services Agreement between the Company
and Consultant dated as of the Effective Date is hereby amended and is replaced in its entirety with this Agreement, effective
as of the Effective date.


 


		WHEREAS,	the
                                         Company is engaged, inter alia, in the development of a unique marketplace for
                                         virtual currency exchange and related technologies (the “Technology”);
                                         and



 


		WHEREAS,	the
                                         Company desires to engage the Consultant and the Consultant desires to serve the Company
                                         as a consultant, on the terms and conditions hereinafter set forth.



 


NOW,
THEREFORE, based on the representations contained herein and in consideration of the mutual promises and covenants set forth
herein, the Parties agree as follows:


 


		1.	Services



 


		1.1.	Commencing
                                         as of the Effective Date, the Consultant will act as the Company’s Chief Technology
                                         Officer (CTO) and perform such related services and will have such duties, authorities
                                         and responsibilities, as delegated by and instructed by the CEO of the Company (the “CEO”).
                                         Such services, together with any other services and tasks assigned to the Consultant
                                         by the Board of Directors, from time to time shall be referred to herein as the “Services”.
                                         The Consultant shall serve in such position until such time as the CEO or the Board of
                                         Directors (the “Board”), at their sole discretion, determine otherwise
                                         and/or appoint another person to such position.



 


		1.2.	The
                                         Consultant acknowledges and agrees that the performance of the Services hereunder may
                                         require international travel by Consultant at the Company's request.



 


		1.3.	The
                                         execution and delivery of this Agreement and the fulfillment of the terms hereof will
                                         not constitute a default under or breach of any agreement and/or undertaking and/or other
                                         instrument to which the Consultant is a party, and do not require the consent of any
                                         person or entity which has not been obtained prior to the execution hereto.



 


		1.4.	The
                                         Consultant represents and warrants that it shall comply with all applicable laws and
                                         regulations in the performance the duties and obligations hereunder.



 


		2.	Representations
                                         and Warranties; Waiver of Claims



 


Without
derogating from the above, the Consultant hereby represents and warrants to the Company as follows:


 


		2.1.	This
                                         Agreement constitutes the legal, valid and binding obligation of the Consultant enforceable
                                         against it in accordance with its terms.



 






    


     


    

 


		2.2.	Neither
                                         the execution and delivery of this Agreement nor the provision of the Services to the
                                         Company by the Consultant, will conflict with or constitute a default under any prior
                                         employment agreement, contract, or other similar instrument to which the Consultant is
                                         a party or by which the Consultant is bound (including, but not limited to, non-compete
                                         undertakings).



 


		2.3.	The
                                         Consultant acknowledges and agrees that the Company may not have the sufficient resources
                                         required in order to retain the services of the Consultant, therefore, notwithstanding
                                         anything to the contrary in this Agreement, the Consultant hereby irrevocably waives
                                         any claims he may have against the Company or against anyone on the Company’s behalf
                                         in the event that the Company shall terminate the Consultant’s engagement (prior
                                         to or after the execution of the Employment Agreement) due to lack of sufficient funds
                                         required in order to engage the Consultant and an adequate technology team.



 


		3.	Compensation
                                         



 


As
full consideration for the Services during the Term on this Agreement, the Consultant shall be entitled to the consideration set
forth in this Section 3.


 


The
Parties acknowledge that the Company contemplates to initiate an initial public offering for issuance of its tokens (the "Tokens").


 


“Effectiveness
of the Offering” shall mean lapse of 2 months following the declaration by the United States Securities and Exchange
Commission of the effectiveness of the registration statement for the initial public offering of the Tokens.


 


		3.1.	Monthly
                                         Fee; Employment Agreement. Until the Effectiveness of the Offering, the Company shall
                                         pay the Consultant a monthly consulting fee of US$ 1,000 per month (the “Monthly
                                         Fee”).



 


Without
derogating from the Parties rights under Section 7 below, following and subject to the Effectiveness of the Offering, the Parties
shall enter into an employment agreement (which may be entered via an affiliated entity of the Company or via a third party entity
agreed upon by the Parties, subject to applicable law) pursuant to which the Consultant shall be entitled to a monthly gross salary
(the “Salary”) of NIS 44,000 per month and to customary social benefits and related payments, subject to applicable
law and as defined in Exhibit A hereunder (the “Employment Agreement”). The Employment Agreement
shall replace this Agreement and its terms and conditions shall be similar to the terms set forth herein.


 


		3.2.	Option
                                         Tokens. Following and contingent upon the Effectiveness of the Offering within the
                                         Term of this Agreement, the Consultant shall be entitled to purchase 20,000 Tokens. In
                                         addition, following and subject to the Effectiveness of the Offering, Consultant shall
                                         be entitled to purchase additional 10,000 Tokens per each full month of Services actually
                                         rendered by the Consultant to the Company commencing as of the Effective Date hereof
                                         and until the Effectiveness of the Offering (the “Consultancy Option Tokens”).
                                         Following and contingent upon the execution of the Employment Agreement, the Consultant
                                         shall be entitled to purchase additional 200,000 Tokens (the “Employment Option
                                         Tokens”, and together with the Consultancy Option Tokens, the “Option
                                         Tokens”).



 






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The
exercise price of each Option Token shall be US$ 0.08 (eight cents).


 


The
Option Tokens shall be subject to the terms and conditions determined by the Board and Company’s policies in connection
with grant of Tokens (including the execution of a Token lock-up agreement by the Consultant).


 


The
Employment Option Tokens shall be subject to the following vesting schedule: subject to the continuous engagement of the Consultant
with the Company, 1/4 of the Employment Option Tokens shall vest on each anniversary of the effective date of the Employment Agreement,
such that, subject to the continuous engagement of the Consultant with the Company at such time under the Employment Agreement,
all the Employment Option Tokens shall be vested and exercisable upon the 4th anniversary of the effective date of
the Employment Agreement.


 


		3.3.	Option
                                         Shares. Upon and subject to the adoption of a Share Ownership and Option Plan by
                                         the Company (as amended, the “Plan”), execution of the Employment
                                         Agreement and the approval of the Board, the Company will grant to the Consultant an
                                         option to purchase Ordinary Shares of the Company under the Plan (“Option Shares”)
                                         as follows:



 


An
option to purchase 67,158 Option Shares at a price per share equal to the Fair Market Value of the Option Shares at the date of
the grant, subject to applicable law (the “Option”).


 


The
Option will vest and become exercisable as follows: subject to the continuous engagement of the Consultant with the Company, 1/5
of the Option Shares shall vest on the first anniversary of the effective date of the Employment Agreement, and additional 1/20
of the Option Shares shall vest at the end of each quarter during the four (4) year period thereafter, such that, subject to the
continuous engagement of the Consultant with the Company at such time under the Employment Agreement, the entire Option shall
be vested and exercisable upon the 5th anniversary of the effective date of the Employment Agreement.


 


The
Option shall be further subject to the terms of the Plan and the terms and conditions determined by the Board. The management
of the Company shall recommend to the Board that the vesting schedule of the Option shall be accelerated upon an acquisition of
the Company by an unaffiliated party.


 


Subject
to any applicable law, upon termination of the Employment Agreement at any time, the Company shall have a “Buy Back option”
over the Option Shares (the “Buy Back Option”) entitling the Company, at the sole discretion of the Board,
to purchase from the Consultant the Option Shares or any portion thereof (including without limitation, Option Shares that were
vested or exercised) in consideration for the Fair Market Value of the Option Shares purchased by the Company at the time of the
exercise of the Buy Back Option. The Consultant shall have no right or claim in connection with the exercise of the Buy Back Option
by the Company at the sole discretion of the Board.


 


		3.4.	Annual
                                         bonus payment. The Parties agree that the Employment Agreement shall determine that,
                                         once a year, the Consultant may be entitled to receive an annual bonus payment in the
                                         amount equal to up to 4 times the Salary, subject to the achievement of certain milestones
                                         which will be determined by the Board and the CEO at their sole discretion and to the
                                         approval of the Board.



 






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		3.5.	Bonus
                                         payment upon acquisition transaction. Upon the acquisition of the Company by a non-affiliated
                                         entity in consideration for no less than US$ 50 million, the Consultant shall be entitled
                                         to a one-time bonus payment of US$ 250,000.



 


		3.6.	The
                                         Monthly Fee shall be paid 30 days following the receipt by the Company, at the beginning
                                         of each month, of a duly issued invoice from the Consultant in relation to the preceding
                                         month.



 


		3.7.	All
                                         payments made by the Company to the Consultant hereunder include all taxes levied or
                                         imposed upon on or in connection with the Services and said payments shall be solely
                                         made against proper invoices in accordance with applicable law.



 


		3.8.	The
                                         Consultant shall be solely responsible to pay all taxes, levies, social benefits and
                                         any other payments required by law due in connection with this Agreement (including without
                                         limitation, the grant of the Option Tokens and the Option Shares to Consultant), provided,
                                         however, that the Company may withhold all amounts as required by applicable
                                         law from payments hereunder or in connection with this Agreement.



 


		3.9.	The
                                         Consultant shall not be entitled to receive any other right, compensation or payment
                                         from the Company, other than as expressly stated in this Section 3.



 


		4.	Proprietary
                                         Rights 



 


		4.1.	The
                                         Consultant agrees and declares that the Technology and any and all products, improvements,
                                         derivations, materials, processes, techniques, know-how and/or proceeds and any and all
                                         inventions, ideas, discoveries, concepts, works of authorship, designs, data results
                                         or initiatives conceived, conducted, developed, reduced to practice, compiled, created,
                                         written, authored, made and/or produced by the Consultant, alone or jointly with others,
                                         pursuant to, in connection with, resulting or arising from this Agreement and/or the
                                         provision of the Services to the Company, or trade secrets of the Company, whether within
                                         the scope of the provision of the Services hereunder to the Company or



 


otherwise
and whether during the Term of this Agreement, prior thereto or thereafter, directly or indirectly related to the Technology of
the Company as currently conducted and/or proposed to be conducted (the “Inventions”) and any and all right,
title and interest in and to the Inventions, including without limitation, all patents, copyrights, trademarks, trade names, moral
rights and other intellectual, industrial and/or proprietary rights and applications, extensions and renewals thereof (together
with the Inventions, the “Proprietary Rights”), shall be the sole and exclusive property of the Company, its
successors and assigns (for the purpose of this Section 4, collectively, the “Company”), and that the Consultant
will not have any rights or title whatsoever thereto. All works authored by the Consultant pursuant to this Agreement, including,
without limitation, the Inventions, shall be deemed “works made for hire”.


 






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		4.2.	If
                                         and to the extent the Company’s sole and exclusive ownership of the Proprietary
                                         Rights, in whole or in part, is not recognizable for any reason whatsoever, the Consultant
                                         hereby irrevocably transfers and assigns to the Company, solely and exclusively, all
                                         his rights, title and interest now and hereafter acquired in and to all Proprietary Rights
                                         (without any payments, liabilities or restrictions to any person or third party) in any
                                         and all media now known or hereafter devised, and all claims and causes of action of
                                         any kind with respect to any of the foregoing, throughout the world in perpetuity, and,
                                         when not otherwise assignable herein, agrees and undertakes to assign in the future to
                                         the Company all right, title and interest in and to any and all such Proprietary Rights
                                         (and all proprietary rights with respect thereto) and further undertakes to execute all
                                         necessary documentation and take all further action as may be required in order to perform
                                         such assignment, at the Company’s expense.



 


		4.3.	In
                                         the event that pursuant to any applicable law the Consultant retains any rights in and
                                         to the Proprietary Rights that cannot be assigned to the Company, the Consultant hereby
                                         unconditionally and irrevocably waives the enforcement of all such rights, and all claims
                                         and causes of action of any kind with respect to any of the foregoing and agrees, at
                                         the request and expense of the Company, to consent to and join in any action to enforce
                                         such rights and to procure a waiver of such rights from the holders of such rights, if
                                         any.



 


		4.4.	In
                                         the event that the Consultant retains any rights in and to Proprietary Rights that cannot
                                         be assigned to the Company and cannot be waived, the Consultant hereby grants the Company
                                         an exclusive, perpetual, worldwide, royalty-free license to exploit, use, develop, perform,
                                         modify, change, reproduce, publish and distribute, with the right to sublicense and assign
                                         such rights, and all claims and causes of action of any kind with respect to any of the
                                         foregoing, in and to the Proprietary Rights, in any way the Company sees fit and for
                                         any purpose whatsoever. Without derogating from the above, the Consultant hereby forever
                                         waives and agrees never to assert any and all rights of paternity or integrity, any right
                                         to claim authorship of any Invention, to object to any distortion, mutilation or other
                                         modification of, or other derogatory action in relation to any Invention, whether or
                                         not such would be prejudicial to his honor or reputation, and any similar right, existing
                                         under judicial or statutory law of any country in the world, or under any treaty, even
                                         after termination of his work on behalf of the Company.



 






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		4.5.	Without
                                         derogating from the above, any and all material (including, without limitation, software,
                                         designs, documentation, memoranda, notes, reports, manuals, patterns, programs, specifications,
                                         prototypes, formulas, drawings, records, data or other technical or proprietary information),
                                         and any copies or abstracts thereof, whether or not of a secret or confidential nature,
                                         furnished to the Consultant by the Company or conceived, conducted, developed, reduced
                                         to practice, compiled, created, written, authored, made and/or produced by the Consultant,
                                         alone or jointly with others, pursuant to, in connection with, resulting or arising from
                                         this Agreement and/or the provision of Services to the Company, or trade secrets of the
                                         Company, whether within the scope of the consultancy with the Company or otherwise and
                                         whether during the Term of this Agreement, prior thereto or thereafter, directly or indirectly
                                         related to the Technology of the Company as currently conducted and/or proposed to be
                                         conducted, is and shall remain the sole and exclusive property of the Company. Such property
                                         while in the Consultant’s custody or control shall be maintained in good condition
                                         at the Consultant’s expense.



 


		4.6.	The
                                         Consultant will promptly disclose to the Company fully and in writing all Inventions.



 


		4.7.	The
                                         Consultant hereby agrees and undertakes to provide the Company or any person designated
                                         by the Company all such information, to execute all necessary documentation and to take
                                         all further action as may be required to perfect the rights referred to herein, including,
                                         without limitation, any assignment of rights to the Company or the obtaining or enforcing
                                         any intellectual property rights, if applicable, in any and all countries, provided,
                                         that the Company will compensate the Consultant at a reasonable rate for time or expenses
                                         actually spent by him at the Company’s request on such assistance. Without derogating
                                         from any of the Consultant’s obligations hereunder, the Consultant hereby appoints
                                         any officer of the Company as its duly authorized agent to execute, file, prosecute and
                                         protect the same before any government agency, court or authority.



 


		4.8.	The
                                         Consultant’s undertakings in this Section 4 shall remain in full force and effect
                                         after termination or expiration of this Agreement for any reason whatsoever or any renewal
                                         thereof.



 


		5.	Indemnification



 


		5.1.	The
                                         Consultant is an independent contractor and shall not represent himself to be an agent,
                                         employee or partner of the Company. Nothing in this Agreement shall be interpreted or
                                         construed as creating or establishing any partnership, joint venture, employment relationship,
                                         franchise or agency or any other similar relationship between the Company and the Consultant
                                         and neither Party shall be held liable for the debts or obligations of the other.



 


		5.2.	The
                                         Consultant hereby undertakes to indemnify and reimburse the Company for any amounts claimed
                                         or levied on the Company (including related costs and expenses) due to taxes, social
                                         insurance payments, pension payments, health insurance and any other such payments resulting
                                         from any payment made by the Company to the Consultant under this Agreement.



 






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		5.3.	Without
                                         derogating from the above, in the event that, notwithstanding the Parties’ representations
                                         and undertakings hereunder, the Consultant or anyone on his behalf, shall claim, or a
                                         court of competent jurisdiction shall determine, the existence of employer-employee relationship
                                         between the Consultant and the Company, then the following provisions shall apply: (i)
                                         the Consultant's monthly salary for such claimed or determined period of employer-employee
                                         relationship shall be equal to 70% (seventy percent) of the Monthly Fee due to the Consultant
                                         as consideration for the Services hereunder (for the purposes of this Section 5.3, the
                                         “Monthly Salary”); and (ii) the Monthly Salary shall be deemed to
                                         constitute all of the Company’s liabilities and obligations towards the Consultant,
                                         of any source or origin, with respect to and in connection with said employer-employee
                                         relationship, except for such rights with respect to which global compensation may not
                                         be determined pursuant to applicable law; The Company shall be entitled to set-off any
                                         amount due to it pursuant to this Section 5.3 from any amount due to Consultant pursuant
                                         to this Agreement.



 


		6.	Confidentiality
                                         



 


		6.1.	The
                                         Consultant represents and warrants that he will keep the terms and conditions of this
                                         Agreement strictly confidential and will not disclose it or provide a copy of this Agreement
                                         or any part thereof to any third person unless and to the extent required by applicable
                                         law.



 


		6.2.	Any
                                         and all information and data of a proprietary or confidential nature concerning the business
                                         or financial activities of the Company or its technology, including, without limitation,
                                         the Technology, or products (whether current or future), whether in oral, written, graphic,
                                         machine-readable form, or in any other form, including, without limitation, proprietary,
                                         business, financial, technical, development, product, marketing, sales, price, operating,
                                         performance, cost, know-how and process information, trade secrets, patents, patent applications,
                                         copyrights, ideas and inventions (whether patentable or not), and all record bearing
                                         media containing or disclosing such information and techniques, disclosed to or otherwise
                                         acquired by the Consultant in connection with this Agreement and any and all Proprietary
                                         Rights (collectively, “Confidential Information”) is and shall remain
                                         the sole and exclusive property of the Company.



 


		6.3.	At
                                         all times, both during the term of this Agreement and thereafter, the Consultant: (i)
                                         will keep the Confidential Information strictly confidential and will not disclose it,
                                         or any part thereof, provide any documentation with respect thereto, or any part thereof,
                                         directly or indirectly, to any third party, without the prior written consent of the
                                         Company or unless and to the extent required by applicable law; and (ii) will not use
                                         any Confidential Information or anything relating to it without the prior written consent
                                         of the Company, except and to the extent as may be necessary in the ordinary course of
                                         performing his duties and obligations hereunder and in the best interests of the Company.



 






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Notwithstanding
the foregoing, the Consultant shall not be obligated to maintain the confidentiality of the Confidential Information which: (i)
is or becomes a matter of public knowledge through no fault of the Consultant; (ii) is authorized, in writing, by the Company
for release; (iii) was lawfully in the Consultant’s possession before receipt from the Company, as evidenced by the Consultant
through written documentation; (iv) is lawfully received by the Consultant from a third party without a duty of confidentiality;
or (v) reflects information and data generally known within the industries or trades in which the Company transacts business.


 


		6.4.	At
                                         all times, both during the term of this Agreement and thereafter, the Consultant will
                                         keep in trust all Confidential Information. In the event of the termination of this Agreement
                                         for any reason, or upon the Company’s earlier request, the Consultant will promptly
                                         deliver to the Company all materials referred to herein and the Consultant shall not
                                         retain or take any materials, or any reproduction thereof containing or pertaining to
                                         Confidential Information.



 


		6.5.	The
                                         Consultant recognizes that the Company received and will receive confidential or proprietary
                                         information from third parties, subject to a duty on the Company’s part to maintain
                                         the confidentiality of such information and to use it only for certain limited purposes.
                                         At all times, both during the Term of this Agreement and after its termination, the Consultant
                                         undertakes to keep any and all such information in strict confidence and trust, and he
                                         will not use or disclose any of such information without the prior written consent of
                                         the Company, except as may be necessary to perform his duties hereunder and consistent
                                         with the Company’s agreement with such third party. Upon termination of this Agreement,
                                         the Consultant shall act with respect to such information as set forth in Section 6.4.



 


		7.	Term
                                         and Termination



 


		7.1.	This
                                         Agreement shall be in effect as of the Effective Date and shall continue in full force
                                         and effect for an undefined period, unless and until terminated as hereinafter provided
                                         (the "Term").



 


		7.2.	This
                                         Agreement may be terminated by either Party by thirty (30) days prior written notice
                                         to the other Party (“Notice Period”). The Parties agree that the Employment
                                         Agreement shall include a notice period of 60 days.



 


		7.3.	In
                                         the event that a notice of termination is delivered by either Party hereto, the following
                                         shall apply:

                                         

                                         (i) During the Notice Period, the Consultant, shall be obligated to continue to provide
                                         the Services to the Company.

                                         

                                         (ii) Notwithstanding the provisions of Section 7.3 (i) above to the contrary, by notifying
                                         the Consultant concurrently with or at any time after a notice of termination is delivered
                                         by either party hereto, Company shall be entitled to waive the receipt of all or part
                                         of the Services during the Notice Period. Notwithstanding the foregoing, the Company
                                         shall pay the Consultant the Monthly Fee until the end of the Notice Period.



 


For
the removal of doubt, it is clarified that as of the time in which the Consultant discontinues to provide the Services, he shall
immediately return to Company any and all equipment.


 






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		7.4.	Notwithstanding
                                         anything to the contrary herein, the Company may terminate this Agreement at any time,
                                         effective immediately, without need for prior written notice, and without derogating
                                         from any other remedy to which the Company may be entitled, for Cause. For the purposes
                                         of this Agreement, the term “Cause” shall mean, but shall not be limited
                                         to: (i) a material breach by Consultant of any term of this Agreement; (ii) any breach
                                         by Consultant of his fiduciary duties to the Company, including, without limitation,
                                         any material conflict of interest for the promotion of Consultant’s benefit; (iii)
                                         Consultant fraud, felonious conduct or dishonesty; (iv) Consultant’s embezzlement
                                         of funds of the Company; (v) any conduct by Consultant which is materially injurious
                                         to the Company, monetary or otherwise; (vi) Consultant’s conviction of any felony;
                                         (vii) Consultant’s misconduct, gross negligence or willful misconduct in performance
                                         of his duties and/or responsibilities hereunder; or (viii) Consultant’s refusal
                                         to perform his duties and/or responsibilities hereunder for any reason other than illness
                                         or incapacity, or Consultant’s disregard or insubordination of any lawful resolution
                                         and/or instruction of the Board of Directors or executive management of the Company with
                                         respect to Consultant’s duties and/or responsibilities towards the Company.



 


		7.5.	Upon
                                         termination of this Agreement, the Consultant shall cooperate with the Company and use
                                         his best efforts to assist the integration into the Company’s organization of the
                                         person or persons who will assume the Consultant’s responsibilities. At the option
                                         of the Company, the Consultant shall, during such period, either continue with his duties
                                         or remain absent from the premises of the Company, subject to applicable law.



 


		8.	Non
                                         Competition; Non Solicitation



 


		8.1.	Consultant
                                         agrees and undertakes that he will not, during the Term of this Agreement, the term of
                                         the Employment Agreement, and for three (3) months thereafter, compete or assist others
                                         to compete, whether directly or indirectly, with the business of the Company, as currently
                                         conducted and/or proposed to be conducted.



 


		8.2.	Consultant
                                         agrees and undertakes that he will, during the Term of this Agreement, the term of the
                                         Employment Agreement, and for six (6) months thereafter, neither solicit for employment
                                         or any other engagement nor employ or otherwise engage any person employed by the Company
                                         on the date of such termination or during the preceding six (6) months, personally or
                                         in any business in which he is an officer or director, for any purpose or in any place.



 


If
any one or more of the terms contained in Sections ‎8.1 and ‎8..2 shall, for any reason, be held to be excessively broad
with regard to time, geographic scope or activity, such term shall be construed in a manner to enable it to be enforced to the
extent compatible with applicable law.


 


		9.	Survival



 


The
provisions of Sections 4, 5, 6 and 8 shall survive the termination of this Agreement for any reason whatsoever or any renewal
thereof.


 






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		10.	Notices



 


		10.1.	Any
                                         and all notices and communications in connection with this Agreement shall be in writing,
                                         addressed to the addresses provided by the Parties hereunder.



 


		10.2.	All
                                         notices shall be given by email, registered mail (postage prepaid), or otherwise delivered
                                         by hand or by messenger to the Parties’ respective addresses as above or such other
                                         address as may be designated by notice. Any notice sent in accordance with this Section
                                         10 shall be deemed received: (i) if sent by email, upon 1 (one) business day of submission;
                                         (ii) if sent by registered mail, upon 3 (three) days of mailing, and (ii) if sent by
                                         messenger, upon delivery.



 


		11.	Miscellaneous.



 


		11.1.	Headings;
                                         Interpretation. Section headings contained herein are for reference and convenience
                                         purposes only and shall not in any way be used for the interpretation of this Agreement.



 


		11.2.	Entire
                                         Agreement. This Agreement constitutes the entire agreement between the Parties with
                                         respect to the subject matters hereof and supersedes all prior agreements, understandings
                                         and arrangements, oral or written, between the Parties with respect to the subject matters
                                         hereof.



 


		11.3.	Amendment;
                                         Waiver. No provision of this Agreement may be modified, waived or discharged unless
                                         such waiver, modification or discharge is agreed to in writing and signed by the Consultant
                                         and the Company. No waiver by either Party at any time to act with respect to any breach
                                         or default by the other Party of, or compliance with, any condition or provision of this
                                         Agreement to be performed by such other Party shall be deemed a waiver of similar or
                                         dissimilar provisions or conditions at the same or at any prior or subsequent time.



 


		11.4.	Governing
                                         Law; Jurisdiction. This Agreement shall be governed by and construed and enforced
                                         in accordance with the laws of Gibraltar, without giving effect to the rules with respect
                                         to conflicts-of-law. Any dispute arising out of, or relating to this Agreement, its interpretation
                                         or performance hereunder shall be resolved exclusively by the competent courts of Gibraltar
                                         and each of the Parties hereby submits exclusively and irrevocably to the jurisdiction
                                         of such court.



 


		11.5.	Severability.
                                         The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability
                                         of any provision shall not affect the validity or enforceability of the other provisions
                                         hereof. If any part of this Agreement is determined to be invalid, illegal or unenforceable,
                                         such determined shall not affect the validity, legality or enforceability of any other
                                         part of this Agreement; and the remaining parts shall be enforced as if such invalid,
                                         illegal, or unenforceable part were not contained herein, provided, however,
                                         that in such event this Agreement shall be interpreted so as to give effect, to the greatest
                                         extent consistent with and permitted by applicable law, to the meaning and intention
                                         of the excluded provision as determined by such court of competent jurisdiction.



 






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		11.6.	Successors
                                         and Assign; Assignment. This Agreement shall be binding upon and shall inure to the
                                         benefit of the Company, its successors and assigns. Neither this Agreement or any of
                                         the Consultant’s rights, privileges, or obligations set forth in, arising under,
                                         or created by this Agreement may be assigned or transferred by the Consultant without
                                         the prior consent in writing of the Company, except by will or by the laws of descent
                                         and distribution



 


IN
WITNESS WHEREOF, the parties hereto have executed this Amended and Restated Services Agreement as of the date first above-mentioned.


 


 


	INX
    LIMITED 	 	PAZ
    DIAMANT
	 	 	 
	By:
    Alan Silbert, Director	 	 
	Date:
    ________________	 	Date:
    ________________


 



    -11-


     


    




 


Exhibit
A


 


Terms
to be included in the Employment Agreement


 


	1. Name:	Paz
    Diamant
	2. Position:	CTO
	3. Scope
of Employment:	Full
    Time Position
	4. Salary:	Gross
    salary of NIS 44,000 per month (such amount includes global compensation for overtime work).
	5. Annual
Vacation:	21
    days per month.
	6. Sick
    Leave:	Pursuant
    to applicable law.
	7. Managers
    Insurance:	Subject
    to applicable law. Payment shall commence immediately upon the effective date of the Employment Agreement.
	8. Education
    Fund:	The
    education fund's contributions shall be made as of the effective date of the Employment Agreement and shall be made with respect
    to the portion of the Salary not exceeding the maximum amount which is exempted from taxes.  
	9.
Travel Expenses/ Parking:
	Travel
    expenses according to Company’s policy. Parking place to be provided by the Company.
	10. Bonuses:	As
    defined at clause 3.4 and 3.5 of this Agreement.
	11.
Notice Period:	60
    days.
	12. Other
    Benefits:	10BIS
    card pursuant to the Company's policy (or, alternatively, at Company’s election, additional payment of 700 NIS per month)
	13. Options:	As
    defined at clause:  3.2 and 3.3