Exhibit 10.11

FORM OF

CONSULTING SERVICES AGREEMENT

 

        THIS CONSULTING SERVICES AGREEMENT(the "Agreement"), is entered into this ___ day of _____, 2004, by andbetween **DDS Technologies USA, Inc. ("DDS")**, a Nevada corporation, withoffices at 17332 Saint James Court, Boca Raton, Florida 33496, and **BenMarcovitch**, a Florida resident, with an address at 550 SE Mizner Blvd., AptB401, Boca Raton, Florida 33432 **("Consultant")**. 

**        WHEREAS**, Consultantcontinues to be experienced in developing new businesses and has knowledge ofand contacts that may further the goals of DDS;

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

        NOW, THEREFORE, inconsideration of the mutual promises contained herein, it is agreed by andbetween DDS and Consultant as follows:

        1. **       Duties of the Consultant**. Consultant agrees to use his best effortsto render assistance to DDS in the growth and development of the business("Consulting Services"). Consultant will provide such services to DDS from timeto time only as specifically directed by DDS through its President/ChiefExecutive Officer to which Consultant will report directly. Consultant herebyacknowledges and agrees that Consultant is not an agent, employee, partner orother legal representative of DDS with the ability to enter into any agreementon behalf of DDS without the specific prior approval of the President/ChiefExecutive Officer and Consultant shall not hold himself out as such whileproviding such consulting services. Consultant further agrees not to incur orattempt to incur any indebtedness, liability or obligation on behalf of DDS ortake any action on behalf of DDS without the prior approval of thePresident/Chief Executive Officer of DDS. 

        2.**       Term of Agreement**. This Agreement shall be for a term of three (3)years effective as of this date, unless earlier terminated in accordance withthis Agreement.

        3.       **Compensation/Expenses.** Consultant shall be entitled to a monthlyfee of $15,000 during the term of this Agreement. Consultant shall not beentitled to any reimbursement of expenses incurred as a result of performingconsulting services under this Agreement unless such expenses are reasonable andapproved by the President/Chief Executive Officer of DDS prior to Consultantincurring such expenses.

        4.       **Independent Contractor**. This Agreement is not an employmentcontract and does not give Consultant any employment rights. Both Consultant andDDS agree that the relationship created by this Agreement is that of anindependent contractor and not that of employee and employer. Consultant herebyacknowledges that Consultant shall not at any time during the term of thisAgreement unilaterally act on behalf of DDS unless and until Consultant 

 

seeks and obtains specific prior approval from the President/Chief ExecutiveOfficer of DDS. The Consultant is responsible for the payment of any taxes,including without limitation, all Federal, State and local personal and businessincome taxes, sales and use taxes, other business taxes and license fees arisingout of the activities of the Consultant. 

        5.       **Termination**. This Agreement may be terminated by DDS forreasonable cause effective immediately upon the giving of written notice of thetermination for cause which will result in an immediate forfeiture of any andall remaining payments to Consultant. The grounds for cause include, but are notlimited to, Consultant's fraud, misrepresentation, dishonesty, or breach of amaterial covenant of this Agreement including, without limitation, those certainlimitations on Consultant's authority to act on behalf of DDS as morespecifically set forth above.

        6.       **Confidential Information**. Consultant hereby acknowledges thatduring the performance of this Agreement, Consultant may learn or receiveinformation related to the business of DDS, including, but not limited to, namesof its investors or prospective investors, its manner of operations, itsbusiness plan, its marketing, its methods, its vendors and its suppliers("Confidential Information"). Consultant hereby confirms that it will notdivulge or disclose Confidential Information to any other person, other than inconnection with the performance of the Consulting Services, except as may berequired by law.

        7.       **Release**. Consultant hereby releases and forever discharges DDS andits subsidiaries, affiliates, officers, directors, employees and agents fromall, and all manner of action and actions, causes and causes of action, suits,debts, dues, sums of money, accounts, reckonings, bonds, bills, covenants,contracts, controversies, agreements, promises, variances, damages, judgments,executions, claims and demands whatsoever, in law or in equity, whetherpresently existing or arising in the future, whether liquidated or unliquidatedand whether known or unknown, which said Consultant ever had, now has, may haveagainst DDS for, upon or by reason of any matter, cause or thing whatsoever,from the beginning of the world to the day of these presents, relating to thesaid Consultant's involvement with DDS in any and all capacities previously. 

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

        9.       **Non-waiver**. The failure of either party to exercise any of itsrights under this Agreement at any time does not constitute a breach thereof andshall not be deemed to be a waiver of such rights or a waiver of any subsequentbreach.

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        10.      **Choice of Law**.****This Agreement and the respective rights andobligations of the parties shall be governed by and determined in accordancewith the laws of the State of Florida, without regard to its conflict of lawprovision. 

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

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

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

        14.     **Miscellaneous.** This Agreement (a) may only be amended by a writingsigned by DDS and Consultant, (b) inures to the benefit of and is binding uponDDS and Consultant and each of their successors and assigns, except thatConsultant may not assign any of Consultant's rights or obligations under thisAgreement without first obtaining the written consent of DDS, (c) constitutesthe entire agreement between DDS and Consultant with respect to the subjectmatter of this Agreement, superceding 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, theparties have executed and delivered this Agreement as of the effective date inthe introduction paragraph hereof.

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