Exhibit 10.10




Exhibit 10.10

FORM OF

FIRST AMENDED AND RESTATED 

CONSULTING SERVICES AGREEMENT

                THIS FIRST AMENDED AND RESTATED CONSULTING SERVICES AGREEMENT (the
"Agreement"), is entered into this ____ day of ________, 2004, by and between 
DDS Technologies USA, Inc. ("DDS"), a Nevada corporation, with offices at
150 East Palmetto Park Road, Suite 510, Boca Raton, Florida 33432, DDS
Holdings, Inc., a Delaware corporation and subsidiary of DDS ("DDS
Holdings"), and Lee Rosen, a Florida resident, with an address at 17405
Loch Lomond Way, Boca Raton, Florida 33496 ("Consultant"). 


                WHEREAS, Consultant and DDS Holdings entered into that certain Consulting
Services Agreement dated October 1, 2002, a copy of which is attached hereto and
made a part hereof by reference (the "Original Consulting Agreement");


                WHEREAS, the parties to this Agreement desire to amend and modify the
Original Consulting Agreement consistent with the terms and conditions set forth
herein;


                WHEREAS, Consultant continues to be experienced in advising companies on
capital structure, mergers and acquisitions and investor relations strategy and
has knowledge of and contacts that may further the goals of DDS;


                WHEREAS, DDS desires to obtain consulting services from Consultant and
Consultant desires to continue to provide such services for the fees provided
herein;


                NOW, THEREFORE, in consideration of the mutual promises contained herein,
it is agreed by and between DDS, DDS Holdings and Consultant as follows:


                1.         Duties of the Consultant. Consultant agrees to use
his reasonable best efforts to render assistance to DDS in development of
capital structure, mergers and acquisitions and investor relations strategy
("Consulting Services"). Consultant will provide such services to DDS from time
to time only as specifically and reasonably requested by DDS through its
President/Chief Executive Officer to which Consultant will report directly.
Consultant will make himself available to DDS, upon reasonable request,
including reasonable notice, to perform the Consulting Services for a maximum of
ten days per month, and will perform the Consulting Services with substantially
the same diligence exhibited in his performance of the original Consulting
Agreement. Consultant hereby acknowledges and agrees that Consultant is not an
agent, employee, partner or other legal representative of DDS with the ability
to enter into any agreement on behalf of DDS without the specific prior approval
of the President/Chief Executive Officer and Consultant shall not hold himself
out as such while providing such consulting services. Consultant further agrees
not to incur or attempt to incur any indebtedness, liability or obligation on
behalf of DDS or DDS Holdings or take any action on behalf of DDS or DDS
Holdings without the prior approval of the President/Chief Executive Officer of
DDS.


                2.        Term of Agreement. This Agreement shall be for a term
of Eighty-Four (84) months effective as of this date, unless earlier terminated
in accordance with Section 5 of this Agreement.




                3.        Compensation/Expenses. Consultant shall be entitled
to a monthly fee of $15,000 during the term of this Agreement, which fee shall
be payable on the 15th day of each month. Consultant shall not be entitled to
any reimbursement of expenses incurred as a result of performing consulting
services under this Agreement unless such expenses are reasonable and approved
by the President/Chief Executive Officer of DDS prior to Consultant incurring
such expenses.


                4.        Independent Contractor. This Agreement is not an
employment contract and does not give Consultant any employment rights. Both
Consultant and DDS agree that the relationship created by this Agreement is that
of an independent contractor and not that of employee and employer. Consultant
hereby acknowledges that Consultant shall not at any time during the term of
this Agreement unilaterally act on behalf of DDS or DDS Holdings unless and
until Consultant seeks and obtains specific prior approval from the
President/Chief Executive Officer of DDS. The Consultant is responsible for the
payment of any taxes, including without limitation, all Federal, State and local
personal and business income taxes, sales and use taxes, other business taxes
and license fees arising out of the activities of the Consultant. 


                5.        Termination. This Agreement may be terminated by DDS
only for cause (as defined below) effective immediately upon the giving by DDS
to Consultant of written notice of the termination for cause, which notice shall
specify the basis for such termination. Upon termination of this Agreement in
accordance with this Section 5, Consultant shall not be entitled to receive any
further fees hereunder except such fees as shall be payable through the date of
such termination. For purposes of this Agreement, the term "cause" shall mean:


        (a) the Consultant breaches the provisions of the third
        sentence of Section 4 above limiting Consultant's authority to act on
        behalf of DDS or DDS Holdings which breach is not cured within fifteen
        days after receipt by the Consultant of written notice of the same;

        
        (b) the Consultant is convicted of a felony, provided that
        such conviction is not overturned on appeal and any appeal period has
        expired;

        
        (c) the Consultant willfully damages property of DDS or DDS
        Holdings;

        
        (d) any act by the Consultant during the term of this
        Agreement involving theft, dishonesty, fraud or embezzlement against DDS
        or DDS Holdings resulting in material harm to DDS and DDS Holdings which
        act is not cured within fifteen days after receipt by the Consultant of
        written notice of same;

        
        (e) the Consultant not making himself available to DDS, upon
        reasonable notice of request by DDS, to perform the Consulting Services
        for up to ten days per month in accordance with Section 1 of this
        Agreement;

        
        (f) the Consultant not performing such Consulting Services as
        specifically and reasonably requested by DDS through its President/Chief
        Executive Officer in accordance with Section 1 of this Agreement;

      
    
  

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        (g) the Consultant not performing the Consulting Services in a
        manner and dedication as exhibited when Consultant performed similar
        duties in connection with the Original Consulting Agreement; or

      
    
  


        (h) the Consultant breaches Section 6 of this Agreement
        regarding disclosure of Confidential Information which breach is not
        cured within fifteen days after receipt by Consultant of written notice
        of same.

      
    
  

               
The Consultant shall be given written notice by DDS that it intends to terminate
this Agreement for cause, which written notice shall specify the act or acts
upon the basis of which DDS intends to terminate this Agreement, and the
Consultant shall then be given the opportunity, within fifteen days of his
receipt of such notice, to have a meeting with the Board of Directors of DDS to
discuss such act or acts. The Consultant shall be given fifteen days after such meeting within which to cease or correct the performance (or
nonperformance) giving rise to such written notice.

                It is specifically understood and agreed that unsatisfactory performance by
Consultant of Consulting Services beyond the grounds specifically enumerated in
this Section 5 shall not constitute grounds for termination of this Agreement.


                6.         Confidential Information. Consultant hereby
acknowledges that during the performance of this Agreement, Consultant may learn
or receive information related to the business of DDS or DDS Holdings,
including, but not limited to, names of its investors or prospective investors,
its manner of operations, its business plan, its marketing, its methods, its
vendors and its suppliers ("Confidential Information"). Consultant hereby
confirms that it will not divulge or disclose Confidential Information to any
other person, other than in connection with the performance of the Consulting
Services, except as may be required by law.


                7.         Original Consulting Agreement. The parties agree that
the Original Consulting Agreement shall be null and void and of no further force
or effect. Consultant hereby releases DDS from any and all obligations arising
out of the Original Consulting Agreement. Each of DDS and DDS Holdings hereby
releases Consultant from any and all obligations arising out of the Original
Consulting Agreement. 


                8.         Notices. Each notice required to be given pursuant to
this Agreement shall be properly given if sent by one party to the other by
certified or registered mail, postage prepaid, or registered return receipt
courier mail addressed to the other at the address set forth in the first
paragraph of this Agreement. 


                9.         Non-waiver. The failure of either party to exercise
any of its rights under this Agreement at any time does not constitute a breach
thereof and shall not be deemed to be a waiver of such rights or a waiver of any
subsequent breach.


                10.       Choice of Law. This Agreement and the
respective rights and obligations of the parties shall be governed by and
determined in accordance with the laws of the State of Florida, without regard
to its conflict of law provision. 

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                11.        Authority. Each party represents that the individual
signing this Agreement on that party's behalf has been duly authorized to bind
said party to undertake the obligations and to carry out the terms and
provisions thereof.


                12.        Severability. Whenever possible, each provision of
this Agreement shall be interpreted in such manner as to be effective and valid
under applicable law. If any court of competent jurisdiction determines that any
part of this Agreement is invalid or unenforceable, that determination shall not
impair or nullify the remainder of the Agreement.


                13.         Headings. The headings in this Agreement are
inserted for convenience only and are not to be considered in construction of
the provisions hereof. 


                14.         Miscellaneous. This Agreement (a) may only be
amended by a writing signed by DDS and Consultant, (b) inures to the benefit of
and is binding upon DDS and Consultant and each of their successors and assigns,
except that Consultant may not assign any of Consultant's rights or obligations
under this Agreement without first obtaining the written consent of DDS, (c)
constitutes the entire agreement between DDS and Consultant with respect to the
subject matter of this Agreement, superseding all oral and written proposals,
representations, understandings and agreements previously made or existing with
respect to such subject matter, and (d) may be executed in counterparts, each of
which shall be deemed an original, and all of which taken together shall
constitute one and the same instrument.


                IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement as of the effective date in the introduction paragraph hereof.

	 	

    DDS TECHNOLOGIES USA, INC.
	 		 
	 		 
	 	By: 	 
	 	 	Name: Spencer Sterling
	 	 	Title: President/Chief Executive Officer
	 	
 
	 	
 
	 	

    DDS HOLDINGS, INC.
	 	 	 
	 	 	 
	 	By: 	 
	 	 	Name: 
	 	 	Title: 
	 	 
	 	 
	 	Lee Rosen


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EXHIBIT "A"


The Original Consulting Agreement


 

 

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