Exhibit
        10.2

       

      Date:
        August 9, 2007

    

    


    To:
      Akis
      Ltd.  

    


     

    THIS
      STOCK OPTION AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"),
      AND
      THIS OPTION CANNOT BE EXERCISED BY/ON BEHALF OF ANY U.S. PERSON UNLESS
      REGISTERED UNDER THE ACT OR EXEMPTION FROM SUCH REGISTRATION IS AVIALABLE.
      THE
      TRANSFER OF THIS OPTION IS PROHIBITED EXCEPT IN ACCORDANCE WITH THE PROVISIONS
      OF REGULATION S, OR IF REGISTERED OR EXEMPT FROM REGISTRATION; AND BY ACCEPTING
      THIS STOCK OPTION, THE HOLDER HEREOF AGREES NOT TO ENGAGE IN HEDGING
      TRANSACTIONS WITH REGARD TO THIS OPTION AND THE UNDERLYING SECURITIES UNLESS
      IN
      COMPLIANCE WITH THE ACT. IN
      ADDITION, BY ACCEPTING THIS STOCK OPTION, THE HOLDER HEREOF CERTIFIES THAT
      IT IS
      NOT A U.S. PERSON AND IS NOT ACQUIRING THE SECURITIES FOR THE ACCOUNT OR BENEFIT
      OF ANY U.S. PERSON.

     

     

    


    


    Re:
      Grant
      Letter

    


    Whereas,
      TraceGuard
      Technologies Ltd.,
      (the
“Subsidiary”),
      a
      company fully owned and controlled by TraceGuard Technologies Inc. (the
      "Company"),
      a
      company duly formed in Nevada with its principal offices at 330 Madison Avenue,
      9th
      fl., New
      York, NY 10017 and Akis Ltd. 
      (“Consultant”
or
      “Optionee”)
      are
      parties to that certain Consulting Agreement dated
      July 12, 2007 (the “Consulting
      Agreement”),
      to
      which this Grant Letter is attached, and pursuant
      to which the Subsidiary engaged the Consultant to provide certain services
      to
      the Subsidiary (the “Services”);
      and

     

    Whereas,
      pursuant to Section 3 of the Consulting Agreement a grant letter (this
      "Grant
      Letter")
      was to
      be granted to the Consultant; and

     

    Whereas,
      it was
      agreed that the options granted to the Consultant shall be governed by the
      terms
      and conditions of this Grant Letter subject to the receipt of all approvals
      or
      exemptions required by law.

     

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

     

    
      	1.	
              Definitions:

            


    

     

    Unless
      otherwise defined herein, all capitalized terms shall have the meanings ascribed
      to them in the Consulting Agreement, except the following terms, which, when
      capitalized, shall have the following meanings:

    


    
      	
            	1.1.	
              “Board”
                means the Board of Directors of the Company and/or Subsidiary, as
                applicable.

            


    

    


    
      	
            	1.2.	
              "Cause"
                means any of the following (i) conviction of any felony involving
                moral
                turpitude or affecting the Company or its affiliates; (ii) any refusal
                to
                carry out a reasonable directive of the Subsidiary's Chief Executive
                Officer, Board or the Optionee's direct supervisor, which involves
                the
                business of the Subsidiary or its affiliates and was capable of being
                lawfully performed; (iii) embezzlement of funds of the Subsidiary
                or its
                affiliates; (iv) any clear breach of the Optionee's fiduciary duties
                or
                gross breach of its duties of care to the Subsidiary; including without
                limitation disclosure of confidential information of the Subsidiary
                or its
                affiliates; and (v) any conduct (other than conduct in good faith)
                reasonably determined by the Board to be materially detrimental to
                the
                Subsidiary or its affiliates.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
            	1.3.	
              "Ordinance"
                means the Israeli Income Tax Ordinance, as now in effect or as hereafter
                amended. 

            


    

    


    
      	
            	1.4.	
              “Date
                of Grant”
                means the date of the grant of each Option, as set forth
                hereinbelow.

            


    

    


    
      	
            	1.5.	
              “Exercise
                Price”
                shall mean Seventy US Cents (US$0.70) per Share, which price has
                been
                determined in good faith by the Board, after consultation with the
                Company’s independent auditors, in accordance with the Ordinance or other
                applicable law.

            


    

    


    
      	
            	1.6.	
              “Option
                Shares”
                means the Shares of the Company issued or issuable upon the exercise
                of
                the Options.

            


    

     

    
      	
            	1.7.	
              “Options”
                means options to purchase the Shares as granted hereunder.
                

            


    

    


    
      	
            	1.8.	
              “Options
                Termination Date”
                means the date occurring at the end of the period of three (3) years
                commencing as of the Date of Grant of each Option, as
                applicable.

            


    

    


    
      	
            	1.9.	
              “Optionee”
                and “you”
                shall mean and refer to the
                Consultant.

            


    

    


    
      	
            	1.10.	
              "Shares"-
                shares of common stock of the Company having a par value of US$0.001
                each.

            


    

    


    
      	
            	1.11.	
              “Other Subsidiary”
                means any company (other than the Subsidiary) in an unbroken chain
                of
                companies beginning with the Company if, at the time of granting
                an
                option, each of the companies other than the last company in the
                unbroken
                chain owns shares possessing fifty percent (50%) or more of the total
                combined voting power of all classes of shares in one of the other
                companies in such chain.

            


    

    


    
      	
            	1.12.	
              “Successor
                Company”
                means any entity the Company is merged to or is acquired by, in which
                the
                Company is not the surviving
                entity.

            


    

    


    
      	
            	1.13.	
              "Milestones"
                means the milestones to be achieved by Consultant, as set forth in
                Section
                3 of the Consulting Agreement.

            


    

     

    
      	
            	1.14.	
              “Transaction”
                means (i) merger, acquisition or reorganization of the Company, with
                one
                or more other entities in which the Company, is not the surviving
                entity
                and the shareholders of the Company hold less than fifty percent
                (50%) in
                the merged entity, (ii) a sale of all or substantially all of the
                assets
                and/or the shares of the Company.

            


    

    


    
      	2.	
              Grant
                of Options

            


    

    


    The
      Company hereby grants you, effective as of the date of the successful
      achievement of the applicable Milestone (as set forth in the Consulting
      Agreement), subject to the receipt of all approvals required by law, Options
      exercisable upon payment of the Exercise Price, as follows:

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
            	2.1.	
              Upon
                the achievement of the First Milestone - an Option to purchase twenty
                thousand (20,000) Shares.

            


    

    


    
      	
            	2.2.	
              Upon
                the achievement of the Second Milestone - an Option to purchase twenty
                thousand (20,000) Shares.

            


    

    


    
      	
            	2.3.	
              Upon
                the achievement of the Third Milsetone no later than 12 months following
                the later of (i) the termination of the Consulting Agreement or (ii)
                the
                final termination of Consultant’s activities in the service of the Company
                - an Option to purchase forty thousand (40,000)
                Shares.

            


    

    


    
      	
            	2.4.	
              Upon
                the successful achievement of the Fourth Milestone no later than
                12 months
                following the later of (i) the termination of the Consulting Agreement
                or
                (ii) the final termination of Consultant’s activities in the service of
                the Company - an Option to purchase seventy thousand (70,000)
                Shares.

            


    

    


    
      	
            	2.5.	
              Upon
                the successful achievement of the Fifth Milestone no later than 12
                months
                following the later of (i) the termination of the Consulting Agreement
                or
                (ii) the final termination of Consultant’s activities in the service of
                the Company - an Option to purchase fifty thousand (50,000)
                Shares.

            


    

     

    
      	3.	
              Tax
                Effects.
                The Options hereunder will be granted to Consultant under Section
                3(i) of
                the Ordinance. You should consult with your own tax advisors regarding
                the
                tax effects of receiving or exercising these Options or disposing
                of the
                Options Shares. 

            


    

    


    
      	4.	
              Administration.
                N/A. 

            


    

    


    
      	5.	
              Vesting
                of the Options.

            


    

    


    Each
      Option granted to Consultant shall vest immediately upon its grant (as
      applicable) and shall be in effect for a period of three (3) years commencing
      as
      of the date of its grant and shall expire immediately thereafter (the
“Termination
      Date”).

     

    
      	6.	
              Exercise
                of the Options

            


    

    


    
      	
            	6.1.	
              Method
                of Exercise.
                Options shall be exercised by the Optionee by giving written notice
                to the
                Company and/or to any third party designated by the Company (the
                “Representative”),
                in such form and method as may be determined by the Company, which
                exercise shall be effective upon receipt of such notice by the Company
                and/or the Representative and the payment of the Exercise Price at
                the
                Company’s or the Representative’s principal office. The notice shall
                specify the number of Option Shares with respect to which the Options
                are
                being exercised. 

            


    

    


    
      	
            	6.2.	
              Form
                of Payment of Exercise Price.
                Such payment shall be made to the Company in cash, check or cash
                equivalent or in any other form as may be permitted by the Board
                in its
                discretion.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    
 

    
      	
            	6.3.	
              Execution
                of Documents.
                In order for the Company to issue Option Shares upon the exercise
                of any
                of the Options, you hereby agree and undertake to sign any and all
                documents required by any applicable law and/or by the incorporation
                documents of the Company.

            


    

    


    
      	
            	6.4.	
              As
                a condition to the exercise of the Options, the Company may require
                you to
                satisfy any qualifications that may be necessary, to evidence compliance
                with any appli-cable law or regulation and to make any representation
                or
                warran-ty with respect thereto as may be requested by the
                Company.

            


    

    


    
      	
            	6.5.	
              Fractional
                Shares.
                the Company shall not be required to issue fractional shares upon
                the
                exercise of the Options.

            


    

    


    
      	
            	6.6.	
              Offering.
                In connection with a public offering (an "Offering")
                of Shares of the the Company, (i) you may not sell, make short sale
                of,
                loan grant any options for the purchase of, or otherwise dispose
                of any
                Option Shares obtained by you (other than those shares included in
                the
                Offering) without the prior written consent of the Company or the
                underwriters managing such offering of the Company’s securities for a
                period of one hundred and eighty (180) days from the effective date
                of the
                applicable registration statement, (ii) you may be required to execute
                any
                agreement reflecting Subsection (i) above as may be requested by
                the
                Company or the managing underwriters at the time of such offering,
                and
                (iii) the Option Shares issued to you shall be subject to such
                restrictions as required by the appropriate securities’
                law.

            


    

    


    
      	7.	
              Non-Transferability
                of the Options.
                Subject to Article 5, the Options may be exercised during the lifetime
                of
                the Optionee only by the Optionee and may not be assigned or transferred
                in any manner except to Mr. Avi Kostelitz or any entity fully controlled
                by Mr. Kostelitz, directly or indirectly, by will or by the laws
                of
                descent and distribution unless otherwise agreed by the Company in
                writing. . 

            


    

    


    
      	8.	
              Termination
                of Service; Termination of Options.

            


    

    


    
      	
            	8.1.	
              The
                Options shall terminate and shall no longer be exercisable upon the
                first
                to occurance of (a) the Options Termination Date, (b) the date of
                termination of the Consulting Agreement by the Company for Cause
                as
                described in Section 8.2 below; or (c) the last date for exercising
                the
                Options in connection with the consummation of a Transaction pursuant
                to
                the provisions of Section 9.2 or in connection with liquidation or
                dissolution pursuant to the provisions of Section 9.4 below.
                

            


    

    


    
      	
            	8.2.	
              Notwithstanding
                anything to the contrary herein, if the Consulting Agreement is terminated
                for Cause, any outstanding unexercised (vested and/or unvested) Options
                will immediately expire, and the Optionee shall not have any rights
                in
                respect of such outstanding
                Options.

            


    

     

    
      	9.	
              Adjustment.

            


    

    


    
      	
            	9.1.	
              In
                the event of a Transaction, the unexercised Option Shares then outstanding
                shall be assumed or substituted for an appropriate number of shares
                of
                each class of shares or other securities of the Successor Company
                (or a
                parent or subsidiary of the Successor Company) as were distributed
                to the
                shareholders of the Company in connection and with respect to the
                Transaction. In the case of such assumption and/or substitution of
                the
                Options, appropriate adjustments shall be made to the Exercise Price
                so as
                to reflect such action and all other terms and conditions of this
                Grant
                Letter shall remain unchanged, including but not limited to the Company’s
                obligation to grant Options upon achievement of each Milestone, all
                subject to the determination of the Board, which determination shall
                be in
                their sole discretion and final.

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    
 

    
      	
            	9.2.	
              Notwithstanding
                the provisions of Section 9.1 above and subject to any applicable
                law, in
                the event of a Transaction, in which the Successor Company does not
                agree
                to assume or substitute the Option Shares, any unexercised Option
                Shares
                not exercised prior to the closing of the Transaction shall terminate
                upon
                the closing of the Transaction, provided,
                however,
                that the vesting dates set forth in Section 5 above shall be accelerated
                so that any unvested Option Shares shall be immediately vested as
                of the
                date which is fifteen (15) days prior to the effective date of the
                Transaction and the Board shall notify the Optionee that the Options
                are
                fully exercisable for a period of fifteen (15) days from the date
                of such
                notice, and the Options shall terminate upon the expiration of such
                period. Notwithstanding the aforesaid, any Options that are conditioned
                upon Milestones not yet achieved at the date of the Closing of the
                Transaction, shall not be granted thereafter, in which case the Consultant
                shall be free to discontinue the Services upon 15 days
                notice.

            


    

    


    
      	
            	9.3.	
              For
                the purposes of Section 9.1 above, an Option shall be considered
                assumed
                or substituted if, following the Transaction, the Option confers
                the right
                to purchase or receive, for each Option Share underlying the Option
                immediately prior to the Transaction, the consideration (whether
                shares,
                options, cash, or other securities or property) received in the
                Transaction by holders of Shares held on the effective date of the
                Transaction (and if such holders were offered a choice of consideration,
                the type of consideration chosen by the holders of a majority of
                the
                outstanding Shares); provided,
                however,
                that if such consideration received in the Transaction is not solely
                common stock (or their equivalent) of the Successor Company or its
                parent
                or subsidiary, the Board may, with the consent of the Successor Company,
                provide for the consideration to be received upon the exercise of
                the
                Option to be solely common stock (or their equivalent) of the Successor
                Company or its parent or subsidiary equal in fair market value to
                the per
                share consideration received by holders of a majority of the outstanding
                Shares in the Transaction, times the number of Option Shares subject
                to
                the Options.

            


    

    


    
      	
            	9.4.	
              If
                the Company is liquidated or dissolved while unexercised Option Shares
                remain outstanding, the Board, in its own discretion, may determine
                that
                all such outstanding Option Shares may be exercised in full by the
                Optionee as of the effective date of any such liquidation or dissolution
                of the Company without regard to the vesting provisions set forth
                above.
                If the Board determines that the outstanding Option Shares may be
                exercised, all such outstanding Option Shares may be exercised in
                full by
                the Optionee giving notice in writing to the Company of his intention
                to
                such exercise. If the Options becomes fully vested and exercisable
                under
                this Section, the Board shall notify the Optionee in writing or
                electronically that the Options shall be fully exercisable for a
                period of
                fifteen (15) days from the date of such notice, and the Options shall
                terminate upon the expiration of such period.


            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    
 

    
      	
            	9.5.	
              If
                the outstanding Shares of the Company shall at any time be changed
                or
                exchanged by declaration of a stock dividend (bonus shares), stock
                split,
                combination or exchange of shares, recapitalization, or any other
                like
                event by or of the Company, and as often as the same shall occur,
                then the
                number, class and kind of the Option Shares therefore granted and
                the
                Exercise Price, shall be appropriately and equitably adjusted so
                as to
                maintain the proportionate number of Option Shares, without changing
                the
                aggregate Exercise Price, provided,
                however,
                that no adjustment shall be made by reason of the distribution of
                subscription rights (rights offering) on outstanding Shares.
                

            


    

    


    
      	10.	
              Rights
                as a Shareholder.
                You shall not have any of the rights or privileges of shareholders
                of the
                Company in respect of any Option Shares purchasable upon the exercise
                of
                the Options, until your registration as holder of such Option Shares
                in
                the Company’s register of shareholders upon exercise of the Options and
                payment of the Exercise Price.

            


    

    


    
      	11.	
              Option
                Shares Subject to Right of First
                Refusal

            


    

    


    Any
      transfer or sale of Option Shares shall be subject to the provisions of the
      incorporation documents of the Company and applicable law, including, but not
      limited to, US Securities Law and the regulations promulgated thereunder.


     

    
      	12.	
              Restrictions
                on Transfer of Options and Option
                Shares.

            


    

    


    
      	
            	12.1.	
              You
                acknowledge that since the shares of the Company are registered for
                trading in a public market, your right to sell Shares is and may
                be
                subject to limitations and restrictions (including a lock-up period),
                as
                will be requested by the Company or its underwriters, and you hereby
                unconditionally agree and accept any such limitations. In order to
                enforce
                any of the restrictions set forth herein, the Company may impose
                stop-transfer instructions with respect to the exercised
                Shares.

            


    

    


    
      	
            	12.2.	
              You
                shall not dispose of any Option Shares in transactions which violate,
                in
                the opinion of the Company, any applicable laws, rules and regulations.
                

            


    

    


    
      	
            	12.3.	
              You
                agree that the Company shall have the authority to endorse upon the
                certificate or certificates representing the Option Shares such legends
                referring to the foregoing restrictions, and applicable US federal
                or
                state secu-rities law restriction on all certificates representing
                shares
                of Shares subject to the provisions of this Option Agreement and
                any other
                applicable restrictions as it may deem appropriate (which do not
                violate
                your rights under this Grant
                Letter).

            


    

     

    
      	13.	
              Purchase
                for Investment.

            


    

    


    The
      Company's obligation to issue or allocate Option Shares upon exercise of the
      Options is expressly conditioned upon: (a) the Company's completion of any
      registration or other qualifications of such Shares under any state and/or
      federal law, ruling or regulations, or otherwise obtaining an exemption in
      regard to the same, and/or (b) representations and undertakings by the Optionee
      (or his legal representative, heir or legatee, in the event of the Optionee’s
      death) to assure that the sale of the Option Shares complies with any
      registration exemption requirements which the Company in its sole discretion
      shall deem necessary or advisable. Such required representations and
      undertakings may include representations and agreements that such Optionee
      (or
      his legal representative, heir, or legatee): (a) is purchasing such Option
      Shares for investment and not with any present intention of selling or otherwise
      disposing thereof; and (b) agrees to have placed upon the face and reverse
      of
      any certificates evidencing such Shares a legend setting forth (i) any
      representations and undertakings which such Optionee has given to the Company
      or
      a reference thereto and (ii) that, prior to effecting any sale or other
      disposition of any such Shares, the Optionee must furnish to the Company an
      opinion of counsel, satisfactory to the Company, that such sale or disposition
      will not violate the applicable laws, rules, and regulations, whether of the
      State of Israel or of the United States or any other State having jurisdiction
      over the Company and the Optionee.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    
 

    
      	14.	
              Taxes.

            


    

    


    
      	
            	14.1.	
              The
                Company and/or the Subsidiary shall withhold taxes according to the
                requirements under the applicable laws, rules, and regulations, including
                withholding taxes at source. 

            


    

    


    
      	
            	14.2.	
              the
                Company shall not be required to release any share certificate to
                the
                Optionee until all its statutory payments have been fully
                made.

            


    

    


    
      	15.	
              Government
                Regulations, Law &
Jurisdiction.

            


    

    


    
      	15.1.	
              The
                granting and exercise of the Options hereunder, and the Company'
                obligation to sell and deliver Shares under the Options, are subject
                to
                all applicable laws, rules and regulations, whether of the United
                States
                or the State of Israel or any other state having jurisdiction over
                the
                Company and/or the Subsidiary and you, including the registration
                of the
                Shares under the United States Securities Act of 1933, and to such
                approvals by any governmental agencies or national securities exchanges
                as
                may be required. Nothing herein shall be deemed to require the Company
                to
                register the Shares under the securities laws of any
                jurisdiction.

            


    

    


    
      	15.2.	
              This
                Grant Letter shall be governed by and construed and enforced in accordance
                with the laws of the State of Israel as applicable to contracts made
                and
                to be performed therein, without giving effect to the principles
                of
                conflict of laws, and to the applicable laws of the USA as respects
                securities laws matters that are pertinent to the Shares and/or Options.
                The competent courts of the State of Israel shall have sole jurisdiction
                in any matters pertaining to this Grant
                Letter.

            


    

     

    
      	16.	
              Miscellaneous.

            


    

     

    
      	
            	16.1.	
              No
                Obligation to Exercise Options.
                The grant and acceptance of these Options imposes no obligation on
                you to
                exercise it.

            


    

    


    
      
        	
              	16.2.	
                Confidentiality.
                  You shall regard the information in this Grant Letter and any document
                  related to the Grant Letter as confidential information and you
                  shall not
                  reveal its contents to anyone except when required by law or for
                  the
                  purpose of gaining legal or tax
                  advice.

              


      

    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	
            	16.3.	
              No
                Obligation of Employment or Service.
                This Grant Letter does not impose any obligation on the Company or
                the
                Subsidiary to employ you or contract your services and nothing in
                this
                Grant Letter shall confer upon you any right to be in the employ
                or
                service of the Company and/or the Subsidiary or restrict the right
                of the
                Company, or the Subsidiary to terminate such employment or service
                at any
                time.

            


    

    


    
      	
            	16.4.	
              Entire
                Agreement.
                This Grant Letter together with the exhibits hereto constitute the
                entire
                agreement between the Company and yourself with respect to Options
                granted
                hereunder, and supersedes all prior agreements, understandings and
                arrangements, oral or written, between you and the Company with respect
                to
                the subject matter hereof.

            


    

    


    
      	
            	16.5.	
              Failure
                to Enforce - Not a Waiver.
                The failure of any party to enforce at any time any provisions of
                this
                Grant Letter shall in no way be construed to be a waiver of such
                provision
                or of any other provision hereof.

            


    

    


    
      	
            	16.6.	
              Binding
                Effect.
                This Grant Letter shall inure to the benefit of and be binding upon
                the
                parties hereto and their respective heirs, executors, administrators,
                successors and assigns.

            


    

    


    
      	
            	16.7.	
              Termination
                or Amendment.
                The Board may terminate or amend this Grant Letter at any time;
                provided,
                however,
                that no such termination or amendment may adversely affect the Options
                or
                any unexercised portion hereof without the consent of the
                Optionee.

            


    

    


     

    Kindly
      indicate your acceptance of the terms and conditions of this Grant Letter by
      executing it at the space provided below.

     

     

    TraceGuard
      Technologies, Inc.

     

    By: /s/
      David
      Ben-Yair  

     

    Title: Chief
      Financial Officer

     

    Date: August
      9,
      2007

     

    


    The
      Optionee represents that the Optionee is familiar with the terms and provisions
      of this letter, and hereby accepts the Option subject to all of the terms and
      provisions hereof. 

    
 

    Akis
      Ltd.

    


    /s/Avi
      Kostelitz

    


    By: Avi
      Kostelitz 

     

    Title: Chief
      Executive Officer

     

    Date: August
      9,
      2007

     

    
      
         

      

      
        8