Exhibit
      10.1

    

      CONSULTING
        AGREEMENT

      


      This
        Consulting Agreement (this “Agreement”) is made as of the 9th
        day of August, 2007 (the "Effective Date"), by and between
TraceGuard Technologies Ltd. (the “Company”) a
        company registered in Israel, having its principal place of business at 6
        Ravnitzky Street, P.O. Box 4708, Segula Industrial Park, Petach Tikva, Israel,
        and Akis Ltd., a company registered in Israel, having its principal place
        of
        business at 14Mishol Hakitron, Jerusalem, 97278,
        Israel, (the “Consultant”). Each of the
        Company and the Consultant may be referred to as a "Party" and collectively
        as
        the "Parties".

      


       

      
        	
                Whereas,
                  

              	
                the
                  Company is engaged in the business of development, manufacture
                  and
                  production of explosives trace detection devices based on technology
                  that
                  automatically extracts traces of suspect substances from the interior
                  and
                  exterior of checked items, for later analysis (the Company's
                  "Business"), in the field of homeland security (the
                  "Field"); and

                 

              
	
                Whereas,
                  

              	
                the
                  Company desires to obtain the Services (as defined below) of Consultant
                  solely through its employee Avi Kostelitz in connection with the
                  Company’s
                  business, and Consultant has agreed to provide such services to
                  the
                  Company all as more fully described
                  herein;

              


      

      


      Now,
        therefore, in consideration of the Parties' mutual covenants and other
        good and valuable consideration, the sufficiency of which is hereby
        acknowledged, the Parties agree as follows:

      


      
        	 	
                1.

              	
                Engagement

              


      

       

      
        	 	
                1.1.

              	
                Subject
                  to the receipt of all approvals required under applicable law,
                  the Company
                  hereby engages Consultant solely through its employee Avi Kostelitz,
                  and
                  Consultant hereby agrees to hold itself available (solely through
                  its
                  employee Avi Kostelitz) to render, at the request of Company, at
                  such
                  dates and times as shall be mutually agreed upon between the Parties
                  from
                  time to time, non-exclusive, advisory and consulting services,
                  to the best
                  of its and Avi Kostelitz's ability, in compliance with all applicable
                  laws, the Company's policies and the terms and condition set forth
                  herein.

              


      

       

      
        	 	
                1.2.

              	
                Until
                  otherwise agreed upon between the Parties, the Consultant through
                  its
                  employee, Avi Kostelitz, shall devote such time and attention as
                  may be
                  required for the performance of the Services. Neither the Consultant
                  nor
                  Avi Kostelitz shall, during the term of this Agreement, without
                  providing
                  the Company a prior written notice, be engaged, directly or indirectly,
                  in
                  any other business or professional activity that directly competes
                  with
                  the Company's Business as defined hereinabove, whether or not such
                  activities are pursued for gain, profit or other pecuniary
                  advantage.

              


      

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      -
        2 -


       

      
        	 	
                1.3.

              	
                Consultant
                  shall have no authority and shall make no commitment or representation
                  on
                  behalf of the Company, without the Company’s prior written
                  approval.

              


      

       

      


       

      
        	 	
                2.

              	
                Services

              


      

       

      Within
        the framework of this Agreement, Consultant through its employee Avi Kostelitz
        undertakes to provide the following services to the Company (the
        "Services"):

       

      
        	 	
                2.1.

              	
                Serve
                  as an advisor with respect to regulatory
                  affairs.

              


      

       

      
        	 	
                2.2.

              	
                Aid
                  and consult the Company in connection with Company's business related
                  to
                  airport security.

              


      

       

      
        	 	
                2.3.

              	
                Assist
                  the Company in the process of receiving the approval of Israeli
                  Security
                  Agency (the "ISA") with respect to the CompactSafe Device
                  (the
                  "CompactSafe").

              


      

       

      
        	 	
                2.4.

              	
                Assist
                  in business development.

              


      

       

      
        	 	
                2.5.

              	
                Dedicate
                  time to attending meetings, consulting on an ad-hoc basis and rendering
                  the Services at such times and places to be reasonabley agreed
                  upon
                  between the Parties from time to time.


              


      

       

      
        	 	
                2.6.

              	
                Utilize
                  the highest professional skill, diligence, ethics and care to ensure
                  that
                  all the Services are performed to the full satisfaction of the
                  Company.
                  Consultant acknowledges and agrees that the performance of the
                  Services
                  may require domestic and international travel (although such expenses
                  incurred for such travel shall be borne solely by the Company).
                  

              


      

       

      
        	 	
                2.7.

              	
                In
                  rendering the Services, the Consultant shall comply with all policies
                  and
                  procedures of the Company, as may be in effect from time to time,
                  provided
                  he has been properly briefed ahead of time of such policies or
                  procedures.

              


      

       

       

       

      
        	 	
                3.

              	
                Compensation

              


      

       

      For
        and
        in consideration of the Services to be performed by Consultant under the
        terms
        and conditions of this Agreement, the Company agrees to pay Consultant as
        follows:

       

      
        	 	
                3.1.

              	
                A
                  monthly retainer’s fee of One Thousand US Dollars (US$1,000), payable on a
                  monthly basis no later than the 7th of each month with respect
                  to the preceding month, for a period of twelve (12) months commencing
                  as
                  of the Effective Date (respectively, the "Period", the
                  “Monthly Fee”).
                  

              


      

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      - 3
        -


       

      
        	 	
                3.2.

              	
                An
                  amount equal of Two Hundred Fifty US Dollars (US$ 250) per each
                  working
                  meeting in which Consultant participates, in the Company's matters,
                  including, but not limited to, Board of Directors meetings, presentations
                  and meetings with the ISA or similar entities (each, a "Meeting
                  Fee").

              


      

       

      
        	 	
                3.3.

              	
                In
                  addition, Company shall pay Consultant the following one-time payments
                  upon achievement of the following milestones (the
                  "Milestones"), as specified below (collectively, the
                  "Milestone Fees"):

              


      

       

      
        	 	
                3.3.1.

              	
                The
                  receipt during the term of this Agreement of a formal letter from
                  the ISA
                  defining the ISA's technical specifications related to the CompactSafe
                  and
                  its operational performance (the "Security Requirements"
                  and the "First Milestone", respectively) - the Company
                  shall pay Consultant an amount equal to Ten Thousand US Dollars
                  (US$10,000).

              


      

       

      
        	 	
                3.3.2.

              	
                The
                  receipt during the term of this Agreement of the ISA's written
                  principle
                  approval to perform trials of the CompactSafe along with a definitive
                  timetable for doing so (the "Trials" and the
                  "Second Milestone", respectively) - the Company shall pay
                  Consultant an amount equal to Ten Thousand US Dollars
                  (US$10,000).

              


      

       

      
        	 	
                3.3.3.

              	
                Upon
                  commencement of the Trials (the "Third Milestone") - the
                  Company shall pay Consultant an amount equal to Thirty Thousand
                  US Dollars
                  (US$30,000).

              


      

       

      
        	 	
                3.3.4.

              	
                The
                  receipt of the written confirmation of the ISA that the CompactSafe
                  meets
                  the Security Requirements and is qualified for operational use
                  (the
                  "Fourth Milestone") - the Company shall pay Consultant an
                  amount equal to Sixty Thousand US Dollars
                  (US$60,000).

              


      

       

      
        	 	
                3.3.5.

              	
                Consummation
                  of an agreement with a Business Partner, introduced, pursuant to
                  Company's
                  written request, by Consultant or with respect to which Consultant
                  provided active assistance pursuant to the Company's written request
                  (the
                  "Fifth Milestone") - the Company shall pay Consultant an
                  amount equal to Twenty Thousand US Dollars
                  (US$20,000).

              


      

       

      For
        the
        pupose hereof, a "Business Partner" shall mean a partner with
        whom the Company enters into an agreement (of any sort or kind) in order
        to
        promote its business in the Field.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      - 4
        -


       

      Notwithstanding
        the aforesaid, the right of the Consultant for the payment of Milestone Fees
        concerning the Third Milestone, the Fourth Milestone and the Fifth Milestone
        shall be in effect during the later of (i) the term of this Agreement or
        (ii)
        the final termination of Consultant’s activities in the service of the Company,
        and twelve (12) months thereafter.

       

      
        	 	
                3.4.

              	
                Payment
                  of the Fee, the Meeting
                  Fee and the Milestone Fees, as
                  applicable, shall be made against the Consultant's itemized invoice,
                  and
                  shall be exclusive of VAT as may be applicable (subject to withholding
                  tax, unless Consultant provides the Company with an appropriate
                  exemption
                  of withholding tax).

              


      

       

      
        	 	
                3.5.

              	
                The
                  Company will grant Consultant options to purchase shares of Common
                  Stock
                  of TraceGuard Technologies, Inc. (hereinafter, "TG US"
                  and together with the Company and any of their affiliates "TG
                  Group"), par value US$0.001 each (the "Shares"),
                  upon the achievement of the Milestones, as specified in the Grant
                  Letter
                  attached hereto as Exhibit A
                  and in accordance with the terms and conditions specified therein
                  (the
                  "Options"). The Options shall be subject to the receipt
                  of any legal and/or regulartory approvals, registrations or exemptions
                  from registration required under
                  law.

              


      

       

      
        	 	
                3.6.

              	
                The
                  Company agrees to reimburse the Consultant for out of pocket expenses
                  incurred by it in connection with the rendering of the Services
                  hereunder,
                  against valid receipts, but only if approved by the Company in
                  advance and
                  in writing (the “Expenses”). Subject to the foregoing,
                  unless otherwise agreed upon by the Parties, such Expenses of exceptional
                  proportion, e.g. international travel and hotel expenses, at the
                  election
                  of the Consultant, shall be borne directly by the Company and not
                  by the
                  Consultant.

              


      

       

      
        	 	
                3.7.

              	
                For
                  the avoidance of any doubt, the Fee, the Meeting Fee, the Milestone
                  Fees
                  and the Options specified above (subject to their terms) constitute
                  the
                  full and final consideration for the Services, and Consultant shall
                  not be
                  entitled to any additional consideration, of any sort, for the
                  Services.

              


      

       

      
        	 	
                4.

              	
                 Reports 

              


      

       

      
        	 	
                4.1.

              	
                The
                  Consultant shall submit to the Chief Executive Officer or the Board
                  of
                  Directors of the Company, as reasonably requested from time to
                  time, oral
                  reports upon request, subject to the provisions of sec. 4.2
                  hereunder.

              


      

       

      
        	 	
                4.2.

              	
                In
                  the event that Consultant participates in a conference or meeting
                  on
                  behalf of the Company with a party external to TG Group, the Consultant
                  shall submit to the Company an oral report on the subject matter
                  of such
                  conference or meeting as soon as practicable thereafter, unless
                  otherwise
                  instructed by the Company, subject to the ISA’s or Israeli Airport
                  Authority’s expectation of Kostelitz’s discretion and
                  confidentiality.

              


      

       

       

      
        	 	
                5.

              	
                Confidentiality

              


      

       

      
        
          	 	
                  5.1.

                	
                  
                    The
                      Consultant shall not disclose or put to its own use, or to
                      the use of any
                      third party, any Proprietary Information (as hereinafter defined)
                      of the
                      Company and/or TG US ("TG US" and together with the
                      Company and any of their affiliates "TG Group") which has
                      been divulged to the Consultant, whether or not developed by
                      the
                      Consultant. For the sake of avoiding any doubt, this Article
                      5 also binds
                      Avi Kostelitz individually.

                     

                    
                      “Proprietary
                        Information” shall mean confidential and proprietary information
                        concerning the business and financial activities of TG Group,
                        including,
                        inter alia, TG Group’s product research and development, the
                        Company’s banking, investments, investors, properties, employees,
                        marketing plans, customers, trade secrets, and test results,
                        processes,
                        data, know-how, improvements, inventions, techniques and
                        products (actual
                        or planned), whether documentary, written, oral or computer
                        generated.
                        However, excluded from the above definition with respect
                        to Consultant's
                        confidentiality undertaking is any information that (i) is
                        or later
                        becomes part of the public knowledge except as a result of
                        the breach of
                        Consultant's undertakings towards the Company; (ii) reflects
                        information
                        and data generally known in the industries or trades in which
                        the Company
                        operates; (iii) as shown by written records, is received
                        by Consultant
                        from a third party exempt from confidentiality undertakings
                        towards the
                        Company; (iv) the Consultant is compelled to disclose by
                        court or
                        government action pursuant to applicable law, provided, however,
                        that
                        Consultant provides the Company prompt notice thereof so
                        that it may seek
                        a protective order or other appropriate remedy prior to the
                        compelled
                        disclosure.

                    

                  

                


        

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        - 5
          -

         

        
          	 	
                  5.2.

                	
                  
                    
                      The
                        Consultant will use the Proprietary Information solely for
                        the performance
                        of the Services for the benefit of the Company. The Consultant
                        shall use
                        best efforts to protect all Proprietary
                        Information.

                    

                  

                


          	 	
                	
                   

                


          	 	5.3	
                  Upon
                    termination of its engagement with the Company, the Consultant
                    will
                    promptly deliver to the Company all documents and materials of
                    any nature
                    pertaining to the Company's Proprietary Information.

                   

                


          	 	5.4	
                  Consultant
                    recognizes that TG Group received and will receive confidential
                    and/or
                    proprietary information from third parties subject to a duty
                    on the part
                    of TG Group to maintain the confidentiality of such information
                    and to use
                    it only for certain limited purposes. At all times, both during
                    its
                    engagement and after its termination, Consultant undertakes to
                    keep and
                    hold all such information in strict confidence and trust, and
                    not to use
                    or disclose any of such information without the prior written
                    consent of
                    the Company, except as may be necessary to perform its duties
                    hereunder
                    and consistent with TG Group agreement with such third party.
                    Upon
                    termination of its engagement with the Company, the Consultant
                    shall act,
                    with respect to such information, as set forth in Section 5.2
                    and 5.3,
                    mutatis mutandis.

                


          	 	 	 


          	 	5.5	
                  Consultant’s
                    undertakings under this Section 5 shall remain in full force
                    and effect
                    after termination or expiration of this Agreement or of any renewal
                    thereof.

                


        

      

       

      
        	 	
                6.

              	
                Intellectual
                  Property Rights

              


      

       

      N/A

       

      7. Term
        and Termination

       

      
         

        
          	 	
                  7.1.

                	
                  
                    
                      The
                        term of this Agreement shall be twelve (12) months, commencing
                        upon the
                        Effective Date (the "Original Engagement Period"), unless
                        terminated at any earlier date as provided in Section 7.3
                        hereunder.

                    

                  

                


          	 	
                	
                   

                


          	 	7.2.	
                  Following
                    the Original Engagement Period, the Parties shall be entitled
                    to extend
                    this Agreement for an additional twelve (12) months period (the
                    "Option Period"), under terms and conditions to be agreed
                    upon by and between the Parties.

                   

                


          	 	7.3.	
                  This
                    Agreement may be terminated by either Party, at any time, without
                    any
                    further obligation to the other Party under this Agreement (other
                    than
                    those obligations surviving termination or expiration hereof
                    or
                    compensatory rights to which Consultant is already entitled at
                    such time),
                    by ninety (90) days prior written notice to the other Party,
                    unless
                    terminated as a result of a material breach, in which case this
                    Agreement
                    may be terminated by either Party upon fourteen (14) days prior
                    written
                    notice to the other party if such a breach was not cured during
                    the
                    aforesaid fourteen (14) days
                    period. 

                


          	 	 	 


          	 	
                	
                   

                


        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -
        6 -

       

      8. Assurances;
        No Conflict

       

      
        
          	 	
                  8.1.

                	
                  
                    Consultant
                      hereby warrants, represents and confirms to the Company that
                      on the date
                      hereof it is free to be engaged by the Company upon the terms
                      contained in
                      this Agreement and that there are no engagements, contracts,
                      consulting
                      contracts or restrictive covenants preventing full performance
                      of its
                      duties hereunder.

                  

                


          	 	 	 


          	 	8.2.	Consultant
                  hereby further represents warrants and confirms that nothing in
                  this
                  Agreement conflicts with any of Consultant's current affiliations
                  or other
                  current relationships with any other entity. If such conflict shall
                  occur
                  during the term of this Agreement, Consultant shall promptly notify
                  the
                  Company in writing of such conflict.


          	 	 	 


          	 	8.3.	The
                  Services performed hereunder will not be conducted during the same
                  time
                  that is required to be devoted by Consultant to any other third
                  party.
                  Consultant shall not use the funding, facilities and resources
                  of any
                  third party to perform the Services hereunder and shall not perform
                  the
                  Services hereunder in any manner that would give any third party
                  rights to
                  produce such work. Nothing done in the Consultant work for any
                  third party
                  shall be considered part of the Services performed
                  hereunder.


        

         

      

       

       

      
        	 	
                9.

              	
                Competitive
                  Activity;
                  Non-Solicitation

              


      

       

      
        
          	 	
                  9.1.

                	
                  
                    Consultant
                      will not, as long as Consultant provides services to the Company
                      hereunder
                      and for a period of twelve (12) months thereafter, directly
                      or indirectly,
                      as owner, partner, joint venturer, stockholder, employee, broker,
                      agent,
                      principal, corporate officer, director, consultant, licensor
                      or in any
                      other capacity whatsoever engage in, become financially interested
                      in
                      (except for any form of mutual fund, insurance company investment
                      portfolio, pension plan investment portfolio etc. with respect
                      to which
                      Consultant has no direct or indirect material influence), be
                      employed by,
                      or have any connection with any business or venture that is
                      engaged in any
                      activities which are in direct competition with the Company's
                      Business as
                      defined hereinabove without TG Group prior
                      consent.

                  

                


          	 	 	 


          	 	9.2.	During
                  the Term of this Agreement and for a period of twelve (12) months
                  thereafter, Consultant will not solicit or induce any employee,
                  advisor,
                  contractor or customer of TG Group to terminate or breach any employment,
                  contractual or other relationship with TG
                  Group.


        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -
        7 -

       

      
        	 	
                10.

              	
                Independent
                  Contractor

              


      

       

      
        
          	 	
                  10.1.

                	
                  
                    Consultant
                      agrees and acknowledges that it is performing the Services
                      hereunder as an
                      independent contractor and that no employer-employee relationship
                      exists
                      or will exist between the Consultant and/or any one on its
                      behalf
                      (including its employee Avi Kostelitz) and the
                      Company.

                  

                


          	 	 	 


          	 	
                  10.2.

                	If,
                  despite the parties' explicit intent as reflected in this agreement,
                  a
                  competent court determines the existence of an employer-employee
                  relationship between the Company and the Consultant and decides
                  that the
                  Consultant, or any one on its behalf, is entitled to payments and/or
                  other
                  benefits in connection with such employment relationship, then
                  Consultant
                  shall indemnify the Company and hold it harmless from any loss
                  or damage
                  incurred by the Company as a result of, or in connection with,
                  such court
                  decision, including reasonable expenses and legal fees.
                  


        

      


       

      
        	 	
                11.

              	
                Resolution
                  of Disputes 

              


      

       

      
        	
              	
                11.1.

              	
                
                  
                    All
                      disputes between the parties related to this Agreement shall
                      be resolved
                      amicably by the Parties within fourteen (14) days. In the event
                      the
                      Parties fail to settle such dispute, the dispute shall be resolved
                      exclusively by arbitration proceedings to be held in Tel Aviv
                      before a
                      mutually agreed upon arbitrator, or in the event that the parties
                      cannot
                      reach such mutual agreement within 14 days of an initial request
                      to this
                      effect, an arbitrator named by the Chairman of the Tel Aviv
                      District
                      Council of the Israeli Bar Association (the
                      "Arbitrator").


                  

                

              


        	 	
              	
                 

              


        	 	11.2	
                The
                  Arbitrator shall decide the matters in dispute in accordance with
                  the
                  substantive laws of the State of Israel, without reference to the
                  conflict
                  of laws rules thereof, and in accordance with the provisions of
                  this
                  Agreement, but will not be subject to the procedures and evidence
                  law and
                  the Arbitrator must substantiate his decision, including interim
                  decisions
                  within forty five (45) days with an option to extend this period
                  by
                  additional forty five (45) days. In addition to the provisions
                  of sec. 24
                  of the Arbitration Law, 5728-1968, the Arbitrator’s final decision shall
                  be subject to full judicial appellate review as if such decision
                  was the
                  decision of the Court of Peace (Beit Mishpat Hashalom) in Tel Aviv.
                  This
                  Section constitutes an arbitration agreement in terms of the Arbitration
                  Law, 5728-1968. 

                 

              


        	 	11.3	
                The
                  cost of arbitration shall be borne by the Party whose contention
                  was not
                  upheld by the arbitration proceedings, unless otherwise provided
                  in the
                  arbitration award.

              


        	 	 	 


        	 	11.4	
                Nothing
                  in this section shall prevent the Parties from applying to court
                  for
                  interim orders at any time. 

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -
        8 -

       

      
        	 	
                12.

              	
                Miscellaneous

              


      

       

      
        
          	
                	
                  12.1.

                	
                  
                    
                      The
                        Consultant shall not assign this Agreement or any of its
                        rights and
                        privileges hereunder, whether voluntarily or by operation
                        of law, to any
                        person, firm or corporation without the prior written consent
                        of the
                        Company. 

                    

                  

                


          	 	
                	
                   

                


          	 	12.2	
                  The
                    Consultant shall be solely responsible for the payment of any
                    taxes,
                    including all business taxes arising out of the Consultant's
                    activities.

                   

                


          	 	12.3	
                  Except
                    as otherwise provided herein, this Agreement constitutes the
                    entire
                    agreement between the Parties with respect to the matters referred
                    to
                    herein, and no other arrangement, understanding or agreement,
                    verbal or
                    otherwise, shall be binding upon the parties hereto. This Agreement
                    may
                    not be amended, modified or supplemented in any respect, except
                    by a
                    subsequent writing executed by the
                    Parties.

                


          	 	 	 


          	 	12.4	
                  No
                    failure, delay or forbearance of either party in exercising any
                    power or
                    right hereunder shall in any way restrict or diminish such Party's
                    rights
                    and powers under this Agreement, or operate as a waiver of any
                    breach or
                    non-performance by either Party of any of the terms or conditions
                    hereof.

                


          	 	 	 


          	 	12.5	If
                  any term or provision of this Agreement shall be declared invalid,
                  illegal
                  or unenforceable, then such term or provision shall be enforceable
                  to the
                  extent that a court shall deem it reasonable to enforce such term
                  or
                  provision and if such term or provision shall be unreasonable to
                  enforce
                  to any extent, such term or provision shall be severed and all
                  remaining
                  terms and provisions shall be unaffected and shall continue in
                  full force
                  and effect.


          	 	 	 


          	 	12.6	Any
                  notice from one party to the other shall be effectively served
                  if sent in
                  writing by recorded delivery to the address of the receiving Party
                  as
                  stated in the preamble of this Agreement, unless said Party informs
                  the
                  other Party in writing on a change of
                  address.


        

      

       

      IN
        WITNESS WHEREOF, the parties hereto have executed this Agreement the day
        and
        year first hereinabove written.

      


      


       

      
        	
                 

                TRACEGUARD
                  TECHNOLOGIES LTD.

              	
                 

                AKIS
                  LTD.

              
	
                /s/
                  David Ben-Yair

                By:
                  David Ben-Yair   

                Its:
                  Chief Financial Officer

              	
                /s/
                  Avi Kostelitz

                Name:
                  Avi Kostelitz 

                Date:
                  August 9, 2007

              


      

      


      I,
        the
        undersigned, Avi Kostelitz, residing at 14 Mishol Hakitron, Jerusalem, hereby
        represent, warrant and undertake that I fully agree to this Agreement
        (including, but not limited to, Sections 1, 5, 6, 9-11 therein), as if I
        entered
        into this Agreement myself and I undertake to fully comply with all such
        provisions.

      


      
        	
                /s/
                  Avi Kostelitz

                Avi
                  Kostelitz

              
	
                Date:
                  August 9, 2007

              


      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -
        9 -


      


      


      


      EXHIBIT
        "A"

       

      GRANT
        LETTER

       

      [
        SEE EXHIBIT 10.2 ]