LETTER OF INTENT ("LETTER")

                       ENTERED INTO AS OF AUGUST __, 2005

1.    The  Parties.  IBHAS  Technologies  Inc.  of the  one  part  ("IBHS")  and
      Tracetrack  Technologies  Ltd. ("TT Israel" or the "Company") of the other
      part.

2.    Background.  TT Israel is the owner of rights in the  Licensed  Technology
      (defined  below).  IBHS  wishes to  license  from TT Israel  the  Licensed
      Technology and promote its development and commercialization, based, inter
      alia, on a development and commercialization plan as detailed below.

3.    Licensed   Technology.   TT  Israel  has  developed  a  product  known  as
      "Carrysafe",  for the automatic tracking of traces of explosive materials,
      comprising a  proprietary  membrane  and  software,  as disclosed  and /or
      claimed  in the  patents or patent  applications  listed in Exhibit A (the
      "Product") and is the exclusive owner of all intellectual  property rights
      and all inventions and know-how  related and/or  pertaining to the Product
      (the "Intellectual  Property" and together with the Product, the "Licensed
      Technology").  The term `Licensed  Technology'  shall be deemed to include
      all   continuations,    continuations-in-part,    divisionals,   reissues,
      reexaminations  and  extensions  with  respect  to the  patents  or patent
      applications   listed  in  Exhibit  A,  and  all  improvements,   updates,
      modifications  and  enhancements  with  respect to the Product  and/or the
      Intellectual  Property  made by TT  Israel.  The term  `Product'  shall be
      deemed to include any product  and/or  product  component  and/or  product
      supplement   and/or   process  that  is  based  on  or  results  from  the
      Intellectual  Property and/or  incorporates  the inventions,  discoveries,
      developments,  methods,  processes,  devices  or  technologies  claimed or
      disclosed in the Licensed Technology.

4.    License.  TT Israel shall execute a License Agreement pursuant to which it
      shall grant IBHS,  conditional upon receipt of OCS approval, an exclusive,
      worldwide,  perpetual  license  to make any and all  uses of the  Licensed
      Technology,  specifically including, without limitation, the rights to use
      the Licensed Technology for research and development, to commercialize the
      Licensed  Technology,  the  Product or any other  products  thereof in any
      manner,  including without limitation by the development,  use, marketing,
      distribution,   sale  and/or   provision   of  any  products  or  services
      thereunder,  and grant  sublicenses  and secondary  sublicenses  under the
      License  to third  parties,  subject  to the  conditions  set forth  under
      Section 5 below (the  "License"),  all . TT Israel will refrain from using
      the Licensed  Technology in any manner whatsoever,  other than pursuant to
      IBHS'  instructions in relation to research programs and/or manufacture of
      the Product.

5.    Rights  of  IBHS'  Israeli  Subsidiary.  The  License  and  the  right  to
      manufacture,  make  and/or  have  made  the  Product  (the  "Manufacturing
      Rights") will be granted to IBHS as part of the License,  on the condition
      that (i) IBHS will  establish  in Israel a  wholly-owned  subsidiary  (the
      "Subsidiary"),  which  Subsidiary shall establish an R&D center in Israel,
      recruit   employees  and  carry  out  R&D  activities  for  the  continued
      development  of the  Product,  and (ii) the  Subsidiary  shall be the sole
      sub-licensee  under the  License to use the  Licensed  Technology  for the


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      continued  development  of  the  Product  and  sole  sub-licensee  of  the
      Manufacturing  Rights;  provided  however  that IBHS will be  entitled  to
      assemble the Product  and/or  manufacture  parts  thereof  (other than the
      proprietary  membrane and the software)  outside of Israel,  if and to the
      extent required by TSA (US  Transportation  Security  Agency) or a similar
      governmental  authority,   and/or  in  accordance  with  the  US  purchase
      requirements in connection  with the US foreign aid financing  extended to
      Israel.

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6.    OCS. The grant of the License shall be subject to and conditional  upon TT
      Israel  obtaining the approval of the Office of the Chief Scientist of the
      Israeli Ministry of Trade and Commerce (the "OCS") with respect thereto to
      the extent required under the Israeli Encouragement of Industrial Research
      and  Development  Law,  5744  -  1984,  as  amended,  and  the  rules  and
      regulations  promulgated thereunder (the "R&D Law") and in connection with
      OCS grants received by TT Israel for the funding of the development of the
      Product.  TT Israel shall utilize its best efforts to obtain said approval
      and IBHS,  the  Subsidiary  and TT Israel shall sign any  document  and/or
      obligation which may be required by the OCS in connection thereof.

      IBHS undertakes,  and shall cause the Subsidiary to undertake,  to observe
      strictly all the requirements of the R&D Law as applied to TT Israel,  and
      as directed by the Research  Committee,  in particular those  requirements
      stipulated under section 19 of said law relating to the prohibition on the
      transfer of know-how and/or manufacturing rights

7.    Sublicense.  Any  sublicense  or  secondary  sublicense  shall be bound by
      provisions  substantially similar to those set forth herein, to the extent
      applicable,  including without limitation the rules and regulations of the
      OCS and/or the R&D Law.

8.    Payments.

      8.1.  An upfront fee of $100,000 (the "Upfront  Payment")  will be paid by
            IBHS to TT Israel within three (3) business days of the execution of
            this Letter .

      8.2.  Royalties.  IBHS will pay TT Israel  royalties  at the rate of three
            percent  (3 %) of Net Sales  (which  term  shall be  defined  in the
            License Agreement) ("Royalty Payments").  The Royalty Payments shall
            be  paid  on a  quarterly  basis  within  15 days of the end of each
            calendar  quarter  with  respect to the Net Sales of such  preceding
            quarter.  In addition,  in the event that the Royalty Payments shall
            be lower  than the  royalties  due from TT  Israel  to the OCS (such
            difference  being  referred to herein as the  "Additional  Amount"),
            IBHS will pay TT Israel  the  Additional  Amount  together  with the
            Royalty  Payments.  IBHS'  commitment to pay Royalty  Payments to TT
            Israel  shall remain in force until the earlier of: (i) the lapse of
            five (5) years from the First  Commercial Sale of the Product (which
            term  shall  be  defined  in the  License  Agreement)  or  (ii)  the
            aggregate  amount of  Royalty  Payments  (including  any  Additional
            Amounts)  paid  by  IBHS  to TT  Israel  (exclusive  of the  Upfront
            Payment) shall amount to $2.5 million (the "Royalty Period").


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9.    Development and  Commercialization.  The parties will agree upon a Product
      Development  and  Commercialization  Plan (the "Plan") with respect to the
      Product and other  products based on the Licensed  Technology,  which Plan
      will be annexed to the License Agreement and will contain, inter alia, the
      following milestones and performance dates to be met by IBHS:

      9.1.  Milestone  I:  Submission/filing  of  Product  prototype  with,  for
            regulatory  approval by, TSA  (Transportation  Security  Agency)/ISA
            (Israel Security Agency) or similar  governmental  authority to sell
            the  Product  in the  USA/Israel  - by no later than  eighteen  (18)
            months from the Effective Date (as defined in Section 14 below);

      9.2.  Milestone II: First  Commercial  Sale (as such term shall be defined
            in the  License  Agreement)  of the Product in the USA - by no later
            than eighteen (18) months from receipt of regulatory approval by TSA
            to sell the Product in the USA.

      IBHS  shall  use  reasonable   efforts  to  promote  the  development  and
      commercialization efforts with respect to the Product.

10.   Term of the License.  The License under the License Agreement shall remain
      in  force  and  effect  until  the end of the  Royalty  Period,  following
      expiration  of which,  IBHS will be  assigned  all rights and title to the
      Licensed  Technology.  Notwithstanding  the aforesaid,  TT Israel shall be
      entitled to terminate the License upon (i) IBHS' failure to achieve any of
      the  milestones  specified  above by the agreed upon dates,  or (ii) IBHS'
      failure  to either (a)  achieve  First  Commercial  Sale of Product or (b)
      enter  into  a  transaction  with  a  strategic  partner  (such  as a  big
      manufacture,  marketing or integration  company)  within  thirty-six  (36)
      months from the date of receipt of regulatory approval by ISA and/or TSA.

11.   Patent  Responsibility.  IBHS will initiate,  file, maintain and prosecute
      all relevant  existing and new patents on Licensed  Technology as from the
      Effective  Date (as  defined  in  Section  14),  including  payment of all
      applicable  costs  and fees in  connection  therewith.  The  parties  will
      cooperate  to  insure  prompt  and  complete  protection  of the  Licensed
      Technology and applicable patents.

12.   Regulatory  Approvals.  IBHS  shall  be  responsible  for  completing  the
      necessary  filings  to obtain  regulatory  approval  by ISA/TSA or similar
      governmental  authority to sell the Product in the USA and other countries
      and TT Israel shall reasonably assist IBHS in obtaining same.

13.   Professional  Assistance.  TT Israel  shall for a period of four (4) years
      from the  Effective  Date (as defined in Section 14) provide  professional
      assistance  by providing  the  services of Mr. Fredy Ornath as  reasonably
      required by IBHS to assist it in  utilizing  the License  hereunder.  IBHS
      shall  reimburse TT Israel for its reasonable  costs  associated with such
      assistance.  Further  undertakings  by TT Israel in connection  therewith,
      including  without   limitation,   confidentiality   and  non  competition
      provisions, will be determined by the parties in the License Agreement.


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14.   Term;  Effective Date;  Execution of License Agreement.  This Letter shall
      enter into effect upon its  execution  and remain in full force and effect
      until the earlier of (i) execution of a detailed  License  Agreement based
      on the terms and conditions set forth herein and other customary terms and
      conditions in  transactions of this type (the "License  Agreement");  (ii)
      the lapse of a one year  period  commencing  as of the  execution  of this
      Letter.  During said one year period,  the parties shall negotiate in good
      faith and execute a detailed License  Agreement and use their best efforts
      to obtain the OCS'  approval to the  transaction  contemplated  herein (as
      detailed above),  which approval  constitutes a condition precedent to the
      effectiveness  of the License (the date upon which the approval of the OCS
      is granted or the execution  date of the License  Agreement,  whichever is
      later, is referred to herein as the "Effective Date") It is further agreed
      and  understood  that  during  said  term TT Israel  shall not enter  into
      negotiations  for any  agreement  or  arrangement  with any third party in
      connection with the Licensed Technology.

15.   Confidentiality.  The terms and conditions  described in this Letter shall
      be confidential information and shall not be disclosed to any third party.
      Except as disclosed to potential  investors of either party under standard
      confidentiality  agreement,  or as required under any applicable  law, and
      except as required for the performance of this Letter, neither party shall
      disclose  or reveal to any other  person any  information  relating to the
      transactions  contemplated  hereunder,  or the  negotiations  between  the
      parties.

16.   Miscellaneous.  This Letter  shall be governed by Israeli  law. Any claim,
      dispute,  or controversy arising out of or in connection with this Letter,
      shall be  subject  to the sole  jurisdiction  of the  applicable  court in
      Tel-Aviv.



Tracetrack Technologies Ltd.                         IBHAS Technologies Inc.
By: _______________________                          By: Jacob Eluz
                                                         --------------------
Its: ______________________                          Its: /s/Jacob Eluz
                                                         --------------------


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