INDEMNIFICATION
      AND RELEASE AGREEMENT

    


    


    To
      Mr./Ms.
                                        


    


    It
      is in
      the best interest of Valor Computerized Systems Ltd. (the “Company”)
      to
      retain and attract as directors and/or officers the most capable persons
      available and such persons are becoming increasingly reluctant to serve s
      directors of companies unless they are provided with adequate protection through
      insurance and indemnification in connection with such service.

    


    You
      are
      or have been appointed to be a director and/or officer of the Company, and
      in
      order to enable you to provide your services to the Company in an effective
      manner, the Company desires to provide hereunder for your indemnification to
      the
      fullest extent permitted by law.

    


    In
      consideration of you continuing to serve the Company, the Company hereby agrees
      as follows:

     

    
      	
              1.

            	
              The
                Company hereby undertakes to indemnify you to the maximum extent
                permitted
                by applicable law for any liability or expense imposed on or incurred
                by
                you in respect of any act or omission or alleged act or
                omission (each,
                an “action”)
                taken or made by you in your capacity as an Office Holder (as defined
                in
                the Israeli Companies Law, 1999 (the “Companies
                Law”))
                of the Company, in respect of the
                following:

            


    

     

    
      	 	
              1.1.

            	
              any
                financial obligation imposed on or incurred by you in favor of another
                person by a court judgment, including a settlement or an arbitrator’s
                award approved by court; and

            


    

     

    
      	 	
              1.2.

            	
              reasonable
                litigation expenses, including without limitation attorneys’ fees and, to
                the extent permitted by applicable law, including also the fees and
                expenses of investigators, accountants and other experts, expended
                by you
                or charged to you by a court, (i) in a proceeding instituted against
                you
                by the Company or on its behalf or by another person, or (ii) in
                any
                criminal proceeding in which you are acquitted, or (iii) in any criminal
                proceeding for an offense which does not require proof of criminal
                intent
                of which you are convicted; and

            


    

     

    
      	 	
              1.3.

            	
              reasonable
                litigation expenses, including without limitation attorneys’ fees and, to
                the extent permitted by applicable law, including also the fees and
                expenses of investigators, accountants and other experts, expended
                by you
                as a result of an investigation or proceeding instituted against
                you by an
                authority authorized to conduct such investigation or proceeding,
                which:
                (i) is Concluded Without The Filing Of An Indictment (as defined
                in the
                Companies Law) against you and without the imposition on you of any
                Financial Obligation In Lieu of Criminal Proceedings (as defined
                in the
                Companies Law), or (ii) which is Concluded Without The Filing Of
                An
                Indictment against you, but with the imposition on you of a Financial
                Obligation In Lieu of Criminal Proceedings in respect of an offense
                that
                does not require proof of criminal intent.


            


    

     

    
      	 	
              1.4.

            	
              The
                above indemnification will also apply to any action taken by you
                in your
                capacity as an Office Holder of any other company controlled, directly
                or
                indirectly, by the Company (a “Subsidiary”)
                or in your capacity as an officer, director, or observer at board
                of
                directors’ meetings, of a company not


            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      
        	 	
                 

              	
                controlled
                  by the Company but where your appointment as such is at the request
                  of the
                  Company (“Affiliate”).

              


      

       

    

    
      	
              2.

            	
              The
                Company will not indemnify you for any amount you may be obligated
                to pay
                in respect of any of the following:

            


    

     

    
      	
            	2.1.	
              a
                breach of your duty of loyalty, except, to the extent permitted by
                law,
                for a breach of a duty of loyalty to the Company, a Subsidiary or
                an
                Affiliate while acting in good faith and having reasonable cause
                to assume
                that such act would not prejudice the interests of the Company, the
                Subsidiary or the Affiliate, as
                applicable;

            


    

     

    
      	 	
              2.2.

            	
              a
                willful breach of the duty of care, or reckless disregard for the
                circumstances or to the consequences of a breach of the duty of care
                other
                than a breach arising solely out of your negligent conduct;
                

            


    

     

    
      	 	
              2.3.

            	
              an
                action, taken or not taken, with the intent of unlawfully realizing
                personal gain;

            


    

     

    
      	 	
              2.4.

            	
              a
                fine or penalty imposed upon you for an offense;
                

            


    

     

    
      	 	
              2.5.

            	
              a
                counterclaim made by the Company or a Subsidiary or in its name in
                connection with a claim against the Company or such Subsidiary filed
                by
                you, other than for indemnification hereunder; and
                

            


    

     

    
      	 	
              2.6.

            	
              any
                claim arising from your purchase and sale of securities in violation
                of
                Section 16(b) of the Securities Act of 1934, as amended, if applicable.
                

            


    

     

    
      	
              3.

            	
              The
                indemnification undertaking in paragraph 1.1 will be limited to the
                matters mentioned therein insofar as they result from your actions
                in the
                following matters or in connection therewith (which have been determined
                by the Board of Directors of the Company as foreseeable in view of
                the
                Company’s current activity):

            


    

     

    
      	 	
              3.1.

            	
              The
                offering of securities by the Company and/or by a shareholder to
                the
                public and/or to private investors or the offer by the Company to
                purchase
                securities from the public and/or from private investors or other
                holders
                pursuant to a prospectus, agreements, notices, reports, tenders and/or
                other proceedings;

            


    

     

    
      	 	
              3.2.

            	
              Occurrences
                resulting from the Company’s becoming, or its status as, a public company,
                and/or from the fact that the Company’s securities were offered to the
                public and/or are traded on a stock exchange, whether in Israel or
                abroad;

            


    

     

    
      	 	
              3.3.

            	
              Occurrences
                in connection with investments that the Company and/or Subsidiaries
                and/or
                Affiliates make in other corporations whether before and/or after
                the
                investment is made, entering into the transaction, the execution,
                development and monitoring thereof, including actions taken by you
                in the
                name of the Company and/or a Subsidiary and/or an Affiliate as a
                director,
                officer, employee and/or board observer of the corporation the subject
                of
                the transaction and the like;

            


    

     

    
      	 	
              3.4.

            	
              The
                sale, purchase and holding of negotiable securities or other investments
                for or in the name of the Company, a Subsidiary and/or an
                Affiliate;

            


    

     

    
      	 	
              3.5.

            	
              Actions
                in connection with any sale or acquisition of assets by the Company,
                a
                Subsidiary and/or an Affiliate or the merger of the Company, a Subsidiary
                and/or an Affiliate with or into another
                entity;

            


    

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    
      	 	
              3.6.

            	
              Actions
                in connection with the sale of the operations and/or business, or
                part
                thereof, of the Company, a Subsidiary and/or an
                Affiliate;

            


    

     

    
      	 	
              3.7.

            	
              Without
                derogating from the generality of the above, actions in connection
                with
                the purchase or sale of companies, legal entities or assets, and
                the
                division or consolidation thereof;

            


    

     

    
      	 	
              3.8.

            	
              Actions
                taken in connection with labor relations and/or employment matters
                in, and
                agreements, transactions and trade relations of, the Company, its
                Subsidiaries and/or Affiliates with third parties, including without
                limitation with employees, consultants, independent contractors,
                customers, suppliers and various service
                providers;

            


    

     

    
      	 	
              3.9.

            	
              Actions
                concerning the approval of transactions of the Company, its Subsidiaries
                and/or Affiliates with officers and/or directors and/or holders of
                controlling interests in the Company, its Subsidiaries and/or
                Affiliates;

            


    

     

    
      	 	
              3.10.

            	
              Actions
                taken in connection with the approval and execution of financial
                statements and business reports and the representations made in connection
                therewith; 

            


    

     

    
      	 	
              3.11.

            	
              Actions
                in connection with the testing of products developed by the Company,
                its
                Subsidiaries and/or Affiliates or in connection with the distribution,
                sale, license or use of such
                products;

            


    

     

    
      	 	
              3.12.

            	
              Actions
                taken in connection with the intellectual property of the Company,
                its
                Subsidiaries and/or Affiliates, and its protection, including the
                registration or assertion of rights to intellectual property and
                the
                defense of claims related to intellectual property;
                and

            


    

     

    
      	 	
              3.13.

            	
              Actions
                taken pursuant to or in accordance with the policies and procedures
                of the
                Company, its Subsidiaries and/or Affiliates, whether such policies
                and
                procedures are published or not.

            


    

     

    
      	
              4.

            	
              The
                Company will make available to you all amounts needed in accordance
                with
                paragraph 1 above on the date on which such amounts are first payable
                by
                you (“Time
                of Indebtedness”),
                and with respect to items referred to in paragraphs 1.2 and 1.3 above,
                even prior to a court decision. Advances given to cover legal expenses
                in
                a criminal proceeding or in administrative or investigative proceeding
                that result in a criminal proceeding will be repaid by you to the
                Company
                if you are found guilty of a crime which requires proof of criminal
                intent. Other advances will be repaid by you to the Company if it
                is
                determined that you are not lawfully entitled to such
                indemnification.

            


    

     

    
      	 	 	
              As
                part of the aforementioned undertaking, the Company will make available
                to
                you any security or guarantee that you may be required to post in
                accordance with an interim decision given by a court or an arbitrator,
                including for the purpose of substituting liens imposed on your
                assets.

            


    

     

    
      	 	 	
              All
                amounts paid as indemnification pursuant hereto will be grossed-up
                to
                cover any tax payments you may be required to make if the indemnification
                payments are taxable to you.

            


    

     

    
      	
              5.

            	
              The
                Company will indemnify you even if at the relevant Time of Indebtedness
                you are no longer an Office Holder of the Company or of a Subsidiary
                or an
                officer, director or board observer of an Affiliate, provided that
                the
                obligations are in respect of actions taken by you while you were
                an
                Office Holder, director, officer, and/or board observer, as aforesaid,
                and
                in such capacity, including if taken prior to the date of this
                Indemnification and Release 

            


    

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    
      
        	
                 

              	
                Agreement
                  and the indemnity will extend to your heirs, executors, administrators
                  and
                  legal representatives.

              


      

       

    

    
      	
              6.

            	
              The
                Company will not indemnify you for any liability with respect to
                which you
                have received payment by virtue of an insurance policy or another
                indemnification agreement other than for amounts which are in excess
                of
                the amounts actually paid to you pursuant to any such insurance policy
                or
                another indemnity agreement (including deductible amounts not covered
                by
                insurance policies).

            


    

     

    
      
        
          	7.	
                  Subject
                    to the provisions of paragraph 6 above, the indemnification under
                    paragraph 1.1 above with respect to all Office Holders in the
                    aggregate
                    will be limited to an aggregate amount (which has been determined
                    by the
                    Board of Directors of the Company to be reasonable under the
                    circumstances) which shall not exceed the greater of: (i) with
                    respect to
                    indemnification in connection with a public offering of the Company’s
                    securities, the gross proceeds raised by the Company and/or any
                    Selling
                    Shareholder in such public offering, and (ii) with respect to
                    any and all
                    matters mentioned in paragraph 3 above (including a public offering
                    of the
                    Company’s securities), an amount equal to 50% of the Company’s
                    shareholders equity (on a consolidated basis), based on the Company’s most
                    recent financial statements made publicly available before the
                    date on
                    which the indemnity payment is made.
                    If
                    the aforesaid amount is insufficient to cover all amounts to
                    which all
                    Office Holders are entitled, such amount shall be allocated among
                    such
                    persons pro rata to the amounts to which they are so
                    entitled.

                


        

      

    

     

    
      	
              8.

            	
              The
                Company will be entitled to reimbursement of amounts collected from
                a
                third party in connection with liabilities for which you were indemnified
                hereunder, such reimbursement not to exceed the amounts for which
                you were
                indemnified by the Company.

            


    

     

    
      	
              9.

            	
              In
                all indemnifiable circumstances indemnification will be subject to
                the
                following:

            


    

     

    
      	 	
              9.1.

            	
              You
                shall promptly notify the Company of any legal proceedings initiated
                against you and of all possible or threatened legal proceedings and,
                to
                the extent permitted by law, all administrative or investigative
                proceedings initiated against you, without delay following your first
                becoming aware thereof, and you shall deliver to the Company, or
                to such
                person as it shall advise you, without delay all documents you receive
                in
                connection with these proceedings and provide such other information
                and
                cooperation as the Company shall reasonably
                request.

            


    

     

    
      	 	 	
              Similarly,
                you shall advise the Company on an ongoing and current basis concerning
                all events which you suspect may give rise to the initiation of legal
                proceedings against you. 

            


    

     

    
      	 	 	
              Failure
                to notify the Company as aforesaid will not relieve the Company of
                its
                indemnification obligations pursuant hereto except to the extent
                that it
                has been actually prejudiced as a result of such failure.
                

            


    

     

    
      	 	
              9.2.

            	
              Other
                than with respect to proceedings that have been initiated against
                you by
                the Company or in its name, the Company shall be entitled to assume
                the
                conduct of your defense in respect of such proceedings and/or to
                hand over
                the conduct thereof to any attorney which the Company may choose
                for that
                purpose, except to an attorney who is not, upon reasonable grounds,
                acceptable to you.

            


    

     

    Notwithstanding
      the foregoing you will be entitled to appoint separate counsel of your own
      who
      shall accompany you in such proceeding, but the 

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    expenses
      associated with the employment of such counsel incurred after notice from the
      Company of its assumption of the defense thereof shall be at your expense unless
      (i) the employment of counsel by you has been authorized by the Company, (ii)
      you shall have reasonably concluded in good faith that there is reasonably
      likely to be a conflict of interest between the Company and you in the conduct
      of the defense of such proceeding or (iii) the Company shall not in fact have
      employed counsel to assume the defense of such proceeding, in each of which
      cases the expenses of your separate counsel shall be at the expense of the
      Company. The Company shall not be entitled to assume the defense of any
      proceeding brought by or on behalf of the Company or as to which you shall
      have
      made the conclusion provided for in (ii) above.

     

    The
      Company and/or its attorney appointed by it as aforesaid shall be entitled,
      within the context of the conduct as aforesaid, to conclude such proceedings,
      all as it shall see fit, including by way of settlement. At the request of
      the
      Company, you shall execute all documents reasonably required to enable the
      Company and/or its attorney as aforesaid to conduct your defense in your name,
      and to represent you in all matters connected therewith, in accordance with
      the
      aforesaid. 

     

    For
      the
      avoidance of doubt, in the case of criminal proceedings the Company and/or
      its
      attorney as aforesaid will not have the right to plead guilty in your name
      or to
      agree to a plea-bargain in your name without your written consent. Furthermore,
      in a civil proceeding (whether before a court or as a part of a compromise
      arrangement), the Company and/or its attorney will not have the right to admit
      to any occurrences that are not fully indemnifiable pursuant to this
      Indemnification and Release Agreement (including together with insurance
      payments actually received or other amounts actually collected or received
      from
      third parties), or to enter into any settlement, or compromise or consent to
      any
      judgment unless such settlement, compromise or consent includes an unconditional
      release of you from all liability arising out of the proceeding, without your
      written consent, which will not be unreasonably withheld. However, the aforesaid
      will not prevent the Company and/or its attorney as aforesaid, with the approval
      of the Company, to come to a financial arrangement with a plaintiff in a civil
      proceeding without your consent so long as such arrangement will not be an
      admittance of an occurrence not fully indemnifiable pursuant to this
      Indemnification and Release Agreement (including together with insurance
      payments actually received or other amounts actually collected or received
      from
      third parties) and so long as it includes an unconditional release as
      aforesaid.

     

    
      	 	
              9.3.

            	
              You
                will fully cooperate with the Company and/or its attorney as aforesaid
                in
                every reasonable way as may be required of you within the context
                of their
                conduct of such legal proceedings, including but not limited to the
                execution of power(s) of attorney and other documents, provided that
                the
                Company shall cover all costs incidental thereto such that you will
                not be
                required to pay the same or to finance the same yourself; and provided,
                further, that you shall not be required to take any action that would
                in
                any way prejudice your defense or waive any defense or position available
                to you in connection with any
                proceeding.

            


    

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    
      	 	
              9.4.

            	
              You
                will do all things reasonably requested by the Board of Directors
                of the
                Company to subrogate to the Company any rights of recovery (including
                rights to insurance or indemnification from persons other than the
                Company) which you may have with respect to any proceeding.
                

            


    

     

    
      	 	
              9.5.

            	
              If,
                in accordance with paragraph 9.2 above, the Company has assumed the
                conduct of your defense, the Company will have no liability or obligation
                pursuant to this Indemnification and Release Agreement or the resolutions
                referred to below to indemnify you for any legal expenses, including
                any
                legal fees, that you may expend in connection with your defense following
                such assumption of defense, except in the event that you are entitled
                to
                retain separate counsel pursuant to the terms of such
                paragraph.

            


    

     

    
      	 	
              9.6.

            	
              The
                Company will have no liability or obligation pursuant to this
                Indemnification and Release Agreement or the resolutions referred
                to below
                to indemnify you for any amount expended by you pursuant to any compromise
                or settlement agreement reached in any suit, demand or other proceeding
                as
                aforesaid without the Company’s prior consent to such compromise or
                settlement.

            


    

     

    
      	 	
              9.7.

            	
              That,
                if required by law, the Company’s authorized organs will consider the
                request for indemnification and the amount thereof, and will determine
                if
                you are entitled to indemnification and the amount
                thereof.

            


    

     

    
      	
              10.

            	
              Subject
                to paragraph 2 above, the Company hereby exempts and releases you,
                to the
                fullest extent permitted by law, from any liability for damages caused
                as
                a result of a breach of your duty of care to the Company in your
                capacity
                as an Office Holder of the Company, whether such breach occurred
                or occurs
                prior or subsequent to the resolutions referred to below, provided
                that no
                such exemption shall apply to a breach of your duty of care in connection
                with a Distribution (as defined in the Companies
                Law).

            


    

     

    
      	
              11.

            	
              If
                for the validation of any of the undertakings in this Indemnification
                and
                Release Agreement any act, resolution, approval or other procedure
                is
                required, the Company undertakes to initiate and make its best efforts
                to
                cause them to be done or adopted in a manner which will enable the
                Company
                to fulfill all its undertakings as
                aforesaid.

            


    

     

    
      	
              12.

            	
              For
                the avoidance of doubt, it is hereby clarified that nothing contained
                in
                this Indemnification and Release Agreement or in the above resolutions
                derogates from the Company’s right to indemnify you post factum for any
                amounts which you may be obligated to pay as set forth in paragraph
                1
                above without the limitations set forth in paragraphs 3 and 7
                above.

            


    

     

    
      	
              13.

            	
              If
                any undertaking included in this Indemnification and Release Agreement
                is
                held invalid or unenforceable, such invalidity or unenforceability
                will
                not affect any of the other undertakings, exemptions or releases,
                which
                will remain in full force and effect. Furthermore, if such invalid
                or
                unenforceable undertaking exemption or release may be modified or
                amended
                so as to be valid and enforceable as a matter of law, such undertakings
                exemptions or releases will be deemed to have been modified or amended,
                and any competent court or arbitrator are hereby authorized to modify
                or
                amend such undertaking exemption or release, so as to be valid and
                enforceable to the maximum extent permitted by
                law.

            


    

     

    
      	
              14.

            	
              This
                Indemnification and Release Agreement and the agreement herein shall
                be
                governed by and construed and enforced in accordance with the laws
                of the
                State of Israel, as such laws are applied to contracts entered into
                and to
                be performed entirely within the State of Israel,
                

            


    

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    
      
        	
                 

              	
                without
                  regard to its conflict of laws
                  rules.

              


      

       

    

    
      	
              15.

            	
              This
                Indemnification and Release Agreement contains the entire agreement
                and
                understanding between the Company and yourself in respect of the
                subject
                matter hereof and terminates and replaces any previous agreement
                in such
                respect any previous indemnification agreement with
                you.

            


    

     

    
      	
              16.

            	
              Subject
                to all indemnification limitations set herein, the Company shall
                reimburse
                you for all of your reasonable out-of-pocket expenses, including
                legal
                expenses, in enforcing this Indemnification and Release Agreement
                against
                the Company in the event that you prevail in such enforcement.
                

            


    

    


    This
      letter is being issued to you pursuant to the resolutions adopted by the board
      of directors of the Company on _________ __, 2007, and by the shareholders
      of
      the Company on _________ __, 2007. 

    


    Please
      sign and return the enclosed copy of this letter to acknowledge your agreement
      to the contents hereof.

     

     

    
      	 	 	 
	 	Sincerely,
	 	 
	 	VALOR COMPUTERIZED SYSTEMS
              LTD.
	 
 	 
 	 
 
	 	By:  	 
	 	
              
                

              

              Name:

              Title:

            
	 	 
	 	Date:


    

     

     

    
      	Acknowledged and agreed:	 
	 	 
	 	 
	Name:	 
	Title:	 
	 	 
	Date: 	 


    

     

    
      
         

      

      
        7