Exhibit 10.2


 


Agreement


 


That was written and signed in Ramat Gan
on the 5th of March 2015


 


	By and between:	L. and S. Light and Strong Ltd. co. no. 514030741
	 	 
	 	Of Ha-adom Street, Industrial zone, P.O. Box 7042
	 	 
	 	(hereinafter: the “Company”)
	 	 
	 	Of the first part;


 


	And:	Ofer Amir, Identity Certificate no. 59789479
	 	 
	 	44 Hazoreah St. Kfar Shmaryahu
	 	 
	 	(hereinafter: “Ofer”)
	 	 
	 	 Of the second part;


 


	And:	 
	 	 
	 	Gal Erez, Identity Certificate no. 59297770
	 	 
	 	7 Haperach Baganim Herzliya
	 	 
	 	(hereinafter: the “Gal”)
	 	 
	 	Of the third part;


 


	And:	Ephraim Menashe, identity certificate no. 68791904
	 	 
	 	44 Szold St. Ramat Hasharon
	 	 
	 	(hereinafter: “Ephraim”)
	 	 
	 	Of the third part;


 


		Whereas:	on the 7th of July 2014 an agreement was signed in which the Company undertook to issue
to Ephraim (by an issue to a trustee on behalf of Ephraim, Adv. Lior Shefes) 16,465,203 shares of the Company (hereinafter: the
“Shares”) and 5,488, 400 options convertible into 5,488,400 shares of the Company (hereinafter the “Options”),
in consideration for transferring the intellectual property, the plans, the manufacturing rights and the knowhow required for developing
an unmanned plan that is capable of climbing to a height of 65,000 feet (hereinafter: the “Plane” and the “Intellectual
Property”). A copy of the agreement that was signed on the 7th of July 2014 is attached to this agreement as part
of this agreement and as an integral part of it, marked as appendix A.



 




     


     


    




 


		And whereas	after the shares and the options were issued
to Menashe, Menashe began to provide services to the Company in the framework of developing the plan so that as of the date of
signing this agreement the development is at the earliest of stages.



 


		And whereas	after discussions between the Company and
Ephraim it was agreed that the part in the agreement appendix A concerning the contract between Ephraim and the Company shall
be cancelled, Ephraim shall return the shares and the options to the Company that were issued to him (and which were registered
in the name of the Adv. Lior Shefes as a trustee for Ephraim) and the Company shall return to Ephraim everything that it received
from him (including, the intellectual property, plans insofar as transferred, manufacturing rights and knowhow).



 


Therefore
it was declared, stipulated and agreed between the parties as follows:


 


		1.	General and Representations



 


		1.1.	The preamble and the appendixes to this agreement constitute an integral part of it.



 


		1.2.	The titles of the sections in this agreement are for convenience only and they do not have and
they shall not be given any weight for its interpretation.



 


		1.1.	Any provision and/or expression denoted in singular language shall also include plural, and vice
versa, any provision and/or expression denoted in female language shall also include male, and vice versa, and reference to a person
shall also include a corporation, and vice versa.



 


		2.	The Agreement



 


		2.1.	It is agreed that the part in the agreement appendix A concerning the contract between Ephraim
and the Company shall be cancelled.



 


		2.2.	Within 3 days after signing this agreement, Ephraim shall return the shares and the options issued
to him to the Company (and which were registered in the name of Adv. Lior Shefes for Ephraim) and the Company shall return to Ephraim
everything that it received from him (including the intellectual property, the plans insofar as transferred, manufacturing rights
and knowhow).



 


		2.3.	Upon performing the aforesaid Ephraim shall not have rights towards the Company by virtue of the
agreement appendix A of this agreement.



 


		2.4.	The shareholders’ registry of the Company and the register of the option holders of the Company
shall be amended in order to reflect the agreements set forth in this agreement, and the shares returned to the Company shall be
registered as part of its unissued capital.



 




     


     


    

 


		2.5.	The Company shall deliver notices to the Companies Registrar with respect to a change in the Company’s
shareholders registry.



 


		3.	Miscellaneous



 


		3.1.	In any event that any party shall not use any right conferred upon him according to this agreement
or according to any law, shall not be considered as a waiver by him of that right and he shall be entitled to use these rights.
The party in breach may not claim laches or waiver.



 


		3.2.	The terms of this agreement fully include the parties’ agreements and conditions, and they
prevail over any contract, consent, representation and undertaking that predated the signature on this agreement, and which were
made in writing or verbally.



 


		3.3.	Ephraim confirms that he was given the possibility of consulting with an attorney on his behalf
with respect to the provisions of this agreement/



 


		3.4.	Any change and/or cancellation of any of the provisions of this agreement shall be made only in
a written document that shall be signed by all the parties.



 


		3.5.	The parties shall take all other steps that are needed for the implementation and performance of
this agreement, including signing additional documents that shall be required.



 


		3.6.	Any notice that shall be sent by registered mail by any of the parties to the other party according
to the addresses mentioned in the preamble shall be regarded as if it was received by the other party, 72 hours after it was sent
as mentioned, if sent by fax – within 24 hours after it was sent, and if it was personally delivered – at the time
of its delivery.



 


And in witness whereof the parties have
signed:


 


	( - )	 	( - )
	 	 	 
	 	 	 
	Gal Erez	 	Ephraim Menashe
	 	 	 
	( - )	 	stamp and signature
	 	 	 
	 	 	 
	Ofer Amir	 	The Company


 




     


     


    

 


Confirmation of the Trustee:


 


I the undersigned, Adv. Lior Shefer, confirm
that all the shares and/or options that were issued to Ephraim Menashe and which were held by him in trust have been returned to
the Company according to the provisions of this agreement.


 


	 	Stamp and signature
	 	 
	 	 
	 	 
	 	Lior Shefes, Adv.