SB-2/A











Exhibit 10.21  



Personal Employment
Agreement  



Entered into and signed
in Lod on December 19, 2006  




	Between:  	Nimrod
Zehavi I.D. 032051302  





	                    	Address 17
Shprinzak, Tel Aviv 





(the "Employee") 



	and:  	Future
I.T. Ltd. Private Company 51-355602-7 
4 Hamelacha, Northern Industrial
Area, Lod  





(the "Company") 



	Whereas  	the
 Company  offered  the  Employee  to be  employed  thereby  as a full time  salaried
                  employee; and 







	Whereas  	the
Employee accepted the offer; and 







	Whereas  	the
 parties  wish to  regulate  their  mutual  rights  and  obligations  in  connection
therewith; 






Therefore, it has been
agreed and stipulated  

by and between the
parties as follows:  



	1.  	The
          preamble above constitutes an integral part of the agreement. 






	2.  	The
date of commencement of work: September 1, 2005. 






	3.  	Scope
of the position: Full time position – 5 days in a week. 






	 	
Working
hours: Senior employee and/or an employee in a fiduciary position, and based on an
undertaking to perform the work irrespective of the working hours component. 






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	4.  	Employee’s
Function: CEO of the Company. 






	5.  	Terms
of Compensation:  






	 	
Base
salary – NIS 21,000 gross, beginning in January 2007.  






	 	
The
Employee’s salary shall be paid to the Employee at the end of each month of his
employment, no later than the 10th day of the following month. 






	 	
In
addition, the following bonus components exist:  






	 	a. 	NIS
9,000 quarterly bonus to be paid in the last salary of each quarter, i.e. in
               the salaries of: March, June, September, December. 






	 	b. 	Annual
bonus at a minimum rate of two monthly salaries to be paid at the end of
               December each year. 






	6.  	Leave - The Employee shall be entitled to a leave in the period that is determined according
to the law, but no less than 16 days in a year, and after coordination in
advance and receipt of the Company's consent to the anticipated date of
commencement of the leave. Unutilized leave cannot be accrued or redeemed
other than with the Company's prior written consent. 






	7.  	Mobile
Telephone: A mobile telephone shall be made available to the Employee but the
Company shall bear a part of the telephone's expenses in the sum which shall
be updated by the Company from time to time (the "Company's Participation in
the Use of the Mobile Telephone"). Any sum exceeding the Company's
Participation in the Use of the Mobile Telephone shall be paid by the
Employee, and it is agreed that the same shall be deducted from the
Employee's salary in the context of non-mandatory deductions. Any and all
debts which the Employee will accumulate, if any, due to the use of the Mobile
Telephone, shall be deducted from any sum due to the Employee from the Company.
The Employee confirms that he shall bear the payment of the taxes which apply
due to the imputation of the component of the telephone benefit in his salary.  






	8.  	Sick
Pay - According to the law; Convalescence Pay - According to the law;  






	9.  	Advance
Notice - Subject to the fulfillment of the Employee's obligation to train his
replacement for such period of time as shall be required by the trainee or the
Company's Board of Directors, the Employee shall be entitled to 60 days
of advance notice with full compensation (and all the accompanying
benefits according to this agreement) without the employee working in the
Company in the advance notice period. 






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	10.  	Car
 - The Company shall allot a Car to the Employee whose current expenses shall be
borne by the Company, however, the Employee is responsible for accident
damage and/or traffic violations, parking tickets etc. in the entire
period of the agreement and/or the period of possession of the car by the
Employee, whichever is later between the two. In the event that a car will not
be allotted, travel expenses shall be paid according to the law. 






	11.  	Managers'
Insurance  






	 	11.1. 	From
the date of  commencement  of the Employee's  employment and subject to the directives to
be                   determined  from  time  to time by the  Income  Tax  Commission,
 and  according  to the                   permitted  deduction  cap,  the  Company  shall
 remit to the  insurance  company of its                   choice, in the context of
managers'  insurance for the Employee,  a sum that is equal to                   13.33%
of the total salary (excluding car allowance,  per diems and telephone  expenses)
                  due , and the  Employee  shall  remit at his  expense  a sum  equal  to
5% of the  total                   salary (excluding car allowance,  per diems,  bonuses,
 overtime and telephone expenses)                   due to his share in the insurance.






	 	11.2. 	In
the event that the Employee has an existing  managers'  insurance  policy,  the Company
 shall                   bear the above  remittances  to the credit of the existing
 policy,  subject to that the                   employer's  remittances shall not exceed
13.33%:  8.33% for severance pay and 5% for the                   employer's provident
payments.






	 	11.3. 	The
Employee  hereby agrees to a deduction of 5% as aforesaid  from his salary for the
purpose of                   the managers' insurance policy.






	 	11.4. 	The
Company  undertakes to transfer the  Employee's  share and its share as aforesaid  each
month                   on a current basis to the managers' insurance policy.






	 	11.5. 	The
 Company  shall remit up to an  additional  2.5% from the  Employee's  salary for the
loss of                   working capacity component in the above managers' insurance
policy.






	 	11.6. 	The
Company's  payments  according to this section shall be in accordance  with Section 14 of
the                   Severance  Pay Law and  performance  of the  payments  by the
 Company  shall  fully and                   finally  exhaust the  Employee's  rights for
 severance pay according to any law. In the                   event of  termination  or
 resignation - the Employee shall only be entitled to payments
                  according  to the  managers'  insurance  policy  and under the terms
 determined  in the                   managers' insurance policy.






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	 	11.7. 	The
Employee hereby agrees to the arrangement as specified in this Section which is
compatible , inter alia, with the general approval pertaining to
employers' payments to a pension fund and to an insurance fund,
published in Official Gazette 4659 dated June 9, 1968. 






	12.  	General:  






	 	12.1. 	The
Employee  shall  dedicate his entire  time,  work  capacity and energy for the benefit of
the                   Company's affairs.






	 	12.2. 	The
Employee shall have no bearing on matters which involve the  generation of personal
 benefit,                   competition  or prejudice or conflict of interests  with the
Company's  affairs,  and is                   subject a duty to immediately report any
such case.






	 	12.3. 	So
long as this  agreement  is  effective,  the Employee  shall not be entitled to undertake
 any                   other  employment.  other than past  clients in the field of
finances  according  to the                   attached  list marked as Annex A and
 constituting  an integral part of the agreement as                   well as lectures
 which the  Employee  gives from time to time,  all subject to that the
                  dates of the  lectures  shall  have been  coordinated  in  advance  and
that  nothing in                   providing  the  above  services  and/or  lectures
 prejudices  the  functioning  of  the                   Employee or his availability at
his work as CEO of the Company.






	 	12.4. 	The
Employee  undertakes  that in the period of this  agreement  and also after the expiry of
its                   effect,  he shall not  disclose  to any  person  and/or  body any
matter  pertaining  to                   commercial  secrets of the Company or
 subsidiaries  or any  information  with regard to                   the business and
affairs of the Company and the  subsidiaries.  The aforesaid  shall not
                  apply to matters  which the  Employee  is  required  to  disclose  for
 purposes  of the                   current work, for its benefit and in the context of
the business thereof.






	 	12.5. 	It
is hereby  clarified  that all the  information  which  reaches the  Employee in the
course of                   this  employment  with the  Company is the  Company's
 property  only,  and it is hereby                   clarified  that the  Employee is not
 entitled  to make any use  thereof  other than for                   purposes of his
 employment  with the  Company  and during the period of his  employment
                  with the Company alone.






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	 	12.6. 	For
 purposes  of this  agreement  and with regard to the  employment  of the  Employee  with
the                   Company,  the terms of a general and/or special  collective
 bargaining  agreement shall                   not apply to the Employee and the Company.






	 	12.7. 	The
Company is entitled to require the Employee to undergo the polygraph  examinations  from
time                   to time, in matters  connected with his  employment and this
contract,  and the Employee                   undertakes  to undergo the required
 examinations  whenever he shall be so required.  It                   is hereby
 explicitly  agreed that in any case that the findings of the  polygraph  will
                  teach of answers  that are untrue,  the  Company  shall be  entitled
 to  terminate  the                   Employee.






	 	12.8. 	Considering
that the Employee is employed according to this agreement in a position requiring a
special degree of personal trust, the provisions of the Hours of
Work and Rest Law, 5711-1951, or any law which will amend or replace
the same (the "Rest Law") do not apply to the Employee and his
employment with the Company and he shall not be entitled to payments
according to the Rest Law. For the avoidance of doubt it is hereby
clarified that the Employee's salary was so determined so that it
already includes in it a component of all the payments that would
have been due to the Employee if the provisions of the Rest Law did
apply to him. 






	 	12.9. 	Car  






	 	12.9.1. 	In
the context of his employment, a car shall be made available to the Employee (the
"Car") and therefore the Employee shall be personally
responsible for any and all violations which will be
performed in the car in the entire period of his
employment with the Company. The Employee is personally
responsible for all the consequences and the expenses,
fines, tickets etc. deriving from any violation which will
be performed by the Car and/or following the use of the Car,
including payment of traffic tickets, fines, payments according to a
judgment, judgments which will be imposed, if any, on
the Car and/or the driver and/or the Company by virtue of
its being the owner and/or renter of the Car (in the case of
a Car which is rented by the Company).  






	 	12.9.2. 	The
Employee is  responsible  for the  cleanliness of the Car, for making it available for
tests,                             for the  presence of parking  vouchers in the Car,
 and for the filling in of                             the Car's work card  either by
 himself or by anyone to whom he will  deliver                             the Car. 






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	 	12.9.3. 	The
 Employee is  responsible  for all the damage  which will be caused to the Car and/or a
third                             party insofar as the Company's  insurance policy will
not cover such payments                             for any reason  whatsoever  and he
waives any  demand  and/or  claim from the                             Company  in such
case.  The  Employee  is aware that  failure to notify of an
                            accident may entail lack of insurance coverage. 






	 	12.9.4. 	The
 Employee  knows that the taxes  imposed on the  Employee  due to the value of the use of
the                             Car according to law shall be borne by him. 






	 	12.9.5. 	The
Employee  hereby  confirms that he holds a valid drivers'  license for a private  vehicle
and                             hereby  undertakes  to  drive  and  use  the  Car
 according  to all  traffic                             regulations and road safety rules. 






	 	12.9.6. 	The
 Employee is  obligated  to inform the Company of any  accident in which the Car was
involved                             as a condition for the  applicability  of the
insurance  policy which applies                             to the Car.  The  Employee
 undertakes  to fill in an accident  report in any                             case that
the Car is involved in an accident. 






	13.  	It
is  hereby  explicitly  agreed  that  in any  case of a  breach  of  trust,  a  breach
 of the          Employee's  undertaking in Section 12.2 and 12.4 above, the filing of an
indictment  against the          Employee and/or a criminal  conviction  against the
Employee,  the employee shall be immediately          terminated.  In any case in which
the offenses will be against the employer,  the Employee shall          be  terminated
 and the Company  shall be exempt from payment of  severance  pay to the Employee
         until such time as a judgment acquitting the Employee from any charge shall be
issued.






	14.  	Breaches  







	 	
Throughout
the entire term of the agreement and/or employment, the Employee shall not receive any
payment or other benefit from any third party in direct or indirect connection with his
employment. A breach of this provision shall be deemed as the breach of a fundamental term
of this agreement, which entitles the employer to immediately terminate the agreement
without payment of severance pay. In addition, the Employee shall be obligated to
reimburse any sum or benefit which shall have been received by him as aforesaid. 






	15.  	The
parties agree that this agreement  expresses the full agreement  between the Employee and
the          Company.  Any  modification  of this  agreement  shall  be  binding  only if
the  same  shall be          performed in writing and in advance and with the signature
of the parties.






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In witness whereof,
the parties have hereto set their hands: 



		
	[Stamp of Future I.T. Ltd.]	 
	(-)	(-) 
	The Company 	The Employee 






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