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 at150 East Palmetto Park Road, Suite 510, Boca Raton, Florida 33432, **DDSHoldings, Inc.**, a Delaware corporation and subsidiary of DDS ("DDSHoldings"), and **Lee Rosen**, a Florida resident, with an address at 17405Loch Lomond Way, Boca Raton, Florida 33496 **("Consultant")**. 

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

                WHEREAS, the parties to this Agreement desire to amend and modify theOriginal Consulting Agreement consistent with the terms and conditions set forthherein;

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

                WHEREAS, DDS desires to obtain consulting services from Consultant andConsultant desires to continue to provide such services for the fees providedherein;

                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 usehis reasonable best efforts to render assistance to DDS in development ofcapital structure, mergers and acquisitions and investor relations strategy("Consulting Services"). Consultant will provide such services to DDS from timeto time only as specifically and reasonably requested by DDS through itsPresident/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 often days per month, and will perform the Consulting Services with substantiallythe same diligence exhibited in his performance of the original ConsultingAgreement. Consultant hereby acknowledges and agrees that Consultant is not anagent, employee, partner or other legal representative of DDS with the abilityto enter into any agreement on behalf of DDS without the specific prior approvalof the President/Chief Executive Officer and Consultant shall not hold himselfout as such while providing such consulting services. Consultant further agreesnot to incur or attempt to incur any indebtedness, liability or obligation onbehalf of DDS or DDS Holdings or take any action on behalf of DDS or DDSHoldings without the prior approval of the President/Chief Executive Officer ofDDS.

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

                3.        **Compensation/Expenses.** Consultant shall be entitledto a monthly fee of $15,000 during the term of this Agreement, which fee shallbe payable on the 15th day of each month. Consultant shall not be entitled toany reimbursement of expenses incurred as a result of performing consultingservices under this Agreement unless such expenses are reasonable and approvedby the President/Chief Executive Officer of DDS prior to Consultant incurringsuch expenses.

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

                5. **       Termination**. This Agreement may be terminated by DDSonly for cause (as defined below) effective immediately upon the giving by DDSto Consultant of written notice of the termination for cause, which notice shallspecify the basis for such termination. Upon termination of this Agreement inaccordance with this Section 5, Consultant shall not be entitled to receive anyfurther fees hereunder except such fees as shall be payable through the date ofsuch 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 terminatethis Agreement for cause, which written notice shall specify the act or actsupon the basis of which DDS intends to terminate this Agreement, and theConsultant shall then be given the opportunity, within fifteen days of hisreceipt of such notice, to have a meeting with the Board of Directors of DDS todiscuss such act or acts. The Consultant shall be given fifteen days after such meeting within which to cease or correct the performance (ornonperformance) giving rise to such written notice.

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

                6.         **Confidential Information**. Consultant herebyacknowledges that during the performance of this Agreement, Consultant may learnor 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, itsvendors and its suppliers ("Confidential Information"). Consultant herebyconfirms that it will not divulge or disclose Confidential Information to anyother person, other than in connection with the performance of the ConsultingServices, except as may be required by law.

                7.         **Original Consulting Agreement**. The parties agree thatthe Original Consulting Agreement shall be null and void and of no further forceor effect. Consultant hereby releases DDS from any and all obligations arisingout of the Original Consulting Agreement. Each of DDS and DDS Holdings herebyreleases Consultant from any and all obligations arising out of the OriginalConsulting Agreement. 

                8. **        Notices**. Each notice required to be given pursuant tothis Agreement shall be properly given if sent by one party to the other bycertified or registered mail, postage prepaid, or registered return receiptcourier mail addressed to the other at the address set forth in the firstparagraph of this Agreement. 

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

                10. **      Choice of Law**.****This Agreement and therespective rights and obligations of the parties shall be governed by anddetermined in accordance with the laws of the State of Florida, without regardto its conflict of law provision. 

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                11.        **Authority**. Each party represents that the individualsigning this Agreement on that party's behalf has been duly authorized to bindsaid party to undertake the obligations and to carry out the terms andprovisions thereof.

                12.        **Severability**. Whenever possible, each provision ofthis Agreement shall be interpreted in such manner as to be effective and validunder applicable law. If any court of competent jurisdiction determines that anypart of this Agreement is invalid or unenforceable, that determination shall notimpair or nullify the remainder of the Agreement.

                13. **        Headings.**The headings in this Agreement areinserted for convenience only and are not to be considered in construction ofthe provisions hereof. 

                14.         **Miscellaneous.** This Agreement (a) may only beamended by a writing signed by DDS and Consultant, (b) inures to the benefit ofand 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 obligationsunder this Agreement without first obtaining the written consent of DDS, (c)constitutes the entire agreement between DDS and Consultant with respect to thesubject matter of this Agreement, superseding all oral and written proposals,representations, understandings and agreements previously made or existing withrespect to such subject matter, and (d) may be executed in counterparts, each ofwhich shall be deemed an original, and all of which taken together shallconstitute one and the same instrument.
**                IN WITNESS WHEREOF, the parties have executed and delivered thisAgreement 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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