Unassociated Document


     

    Exhibit
      10.2

     

    EMPLOYMENT
      AGREEMENT

    BETWEEN
      DYNAMIC APPLICATIONS CORPORATION 

    AND

    AMIR
      ELBAZ

     

    THIS
      AGREEMENT
      made effective as of the 1st
      day of
      November, 2008, (“Effective Date”) by and between Dynamic Applications
      Corporation, a Delaware corporation with a principal place of business at46
      Techelet Street, Modiin, Israel 71700 (hereafter the "Company"),
      and
      Amir Elbaz, with a principal place of business at 147 East 82nd
      Street,
      New York, New York 10028 (hereafter the "Employee").

     

    RECITALS:

     

    WHEREAS,
      the
      Company is engaged in the business of developing, marketing, managing and
      operating proprietary technologies and intends to enter into new areas in the
      field of renewable power generation around the world (the
      "Business");

     

    WHEREAS,
      the
      Company desires to engage Employee to provide certain services related to the
      development and operation of the Business; and

     

    WHEREAS,
      Employee desires to render such services.

     

    NOW
      THEREFORE,
      in
      consideration of the mutual promises and covenants contained herein and other
      good and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the parties agree as follows: 

     

    1.     Employment.

     

         (a)     The
      Company hereby engages Employee as its President and Chief Executive Office
      who
      shall supervise and manage all aspects of the Company, and Employee hereby
      accepts the appointment to serve in each capacity at the Company. During the
      term of this Agreement, Employee will be responsible to report to the Board
      of
      Directors.

     

         (b)     Employee
      hereby accepts such appointment subject to the provisions and conditions of
      this
      Agreement. 

     

    2.
           Term
      of Agreement.
      

     

    The
      employment period shall begin upon the Effective Date and shall continue
      thereafter until the third (3rd) anniversary of the Effective Date (the
“Term”),
      unless
      sooner terminated pursuant to section 6 of this Agreement.

     

    The
      parties may agree by written amendment to continue this Agreement after that
      date on a year to year basis.

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    3.
           Employee's
      Duties.
      Employee shall devote so much of his time and attention to the affairs of the
      Company. Employee shall perform the duties of President and Chief Executive
      Officer (the “Duties”).
      Nothing in this Agreement shall restrict Employee, however from expending his
      personal time on his own ventures or investments so long as: (i) such activities
      are consistent with Employee's Duties with the Company; (ii) such activities
      and
      time commitments do not impair the effective performance of his Duties for
      the
      Company; (iii) such activities do not, directly or indirectly, compete with
      the
      Business of the Company or violate his confidentially and intellectual property
      obligations; and (iv) Employee discloses to the Board of Directors any activity
      that may result conflict of interest with his duties. 

     

         (a)
           Employee will cooperate with the Company in any
      efforts by the Company to obtain a life insurance policy on the life of Employee
      for the benefit of the Company.

     

    4.
           Company's
      Duties.

     

         (a)
           The Company shall:

     

              (i)
           Compensate Employee as set forth in Section 5
      below. 

     

              (ii)
           Furnish the Employee with a suitable private
      office, and such equipment, supplies, instruments, and clerical and staff
      support as are reasonable and necessary to fulfil his Duties as set forth in
      this Agreement.

     

              (iii)
           Furnish Employee with such data, materials,
      documents and other information as are reasonable and necessary to fulfil his
      responsibilities and Duties as set forth in this Agreement.

     

              (iv)
           Reimburse Employee for all reasonable out of
      pocket business expenses he incurs to fulfil the terms of this Agreement,
      approved by the Company in accordance with its policies, rules, standards,
      and/or procedures governing such expenses, including without limitation, those
      for travel, lodging, food, telephone, facsimile and other electronic voice
      or
      data transmissions. Employee shall submit periodic reports of such expenses
      on
      forms with supporting documentation as the Company shall prescribe for its
      executive employees and the Company shall pay such reimbursement within
      forty-five (45) days of such submissions.

     

         (b)
           The Company, upon approval of the Board of
      Directors, may pay additional compensation to Employee as a member of management
      and/or for serving on the Board of Directors beyond that amount set forth in
      Section 5 below. The Board may approve such additional compensation if it views
      such additional compensation to be in the best interest of, and fair to the
      Company. Such additional compensation may be in the form of, without limitation,
      stock options, warrants, or performance bonuses.

     

    5.
           Compensation.
      

     

         (a)
           The Company shall pay Employee, at a minimum, a
      base annual salary of $180,000 ("Base
      Compensation")
      for
      each of the three (3) years during the Term of this Agreement. Compensation
      shall be in monthly instalment payable on the last day of each month, except
      as
      the parties may agree to another installment practice with the consent of the
      Board of Directors from time to time. There shall be no adjustment for cost
      of
      living increases or Consumer Price Index increases. This compensation is subject
      to Section 5(d) below. Notwithstanding the above, the Compensation for the
      initial two months of the Term shall be deferred and be paid on or before
      January 30th,
      2009.


     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    (b)
           On or before January 7th,
      2009
      the Company shall issue Employee with two million two hundred thousand
      (2,200,000) shares of common stock of the Company (“Employee’s
      Shares”).
      The
      purchase price of the Employee’s Shares shall be $0.01 per share of common
      stock. 

     

    (c)
           On or before January 7th,
      2009
      the Company shall issue Employee with one million one hundred (1,100,000)
      thousand options to purchase shares of common stock of the Company
      (“Employee’s
      Options”).
      Two
      hundred seventy five thousand (275,000) of Employee’s Option shall be vested
      starting the first anniversary of this Agreement and continue for three
      subsequent anniversaries thereafter, subject to the Employee's continued
      employment on the end of each anniversary. The exercise price of the Employee’s
      Options shall be $0.01 per share of common stock. In the event of termination
      of
      Employee’s employment with the Company for any reason, excluding termination for
      Cause; all Employee’s Options shall be immediately vested in full and
      exercisable as of the date of termination of the employment. A notice of
      termination of employment shall be deemed to constitute termination of
      employment.
      The
      Employee’s Options may be exercised within a period of ninety (90) days after
      the date of such termination. 

     

    (d)
           On or before February 1st,
      2009
      the Company shall issue Employee with one million one hundred (1,100,000)
      thousand options to purchase shares of common stock of the Company
      (“Employee’s
      Performance Options”).
      Two
      hundred seventy five thousand (275,000) of Employee’s Option shall be vested
      starting the first anniversary of this Agreement and continue for three
      subsequent anniversaries thereafter, subject to the Employee's continued
      employment on the end of each anniversary. The exercise price of the Employee’s
      Options shall be $1.00 per share of common stock. In the event of termination
      of
      Employee’s employment with the Company for any reason, excluding termination for
      Cause; all Employee’s Performance Options shall be immediately vested in full
      and exercisable as of the date of termination of the employment. A notice of
      termination of employment shall be deemed to constitute termination of
      employment. The Employee’s Performance Options may be exercised within a period
      of ninety (90) days after the date of such termination.

     

    In
      the
      event of change of control of the Company during the Employee’s employment with
      the Company, all Employee’s Options and Employee’s Performance Options shall
      accelerate and become vested in full and exercisable as of the date of singing
      a
      Definitive Agreement for the acquisition of the Company by a third party (i.e.,
      sale of more than 51% of shares of Company to a third party who is not a
      Company’s stockholder of record as constituted immediately prior to such
      acquisition).

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

         (e)
           Employee shall be eligible to participate in
      coverage under the Company's employee and insurance plans or programs and other
      employee benefit plan or programs, if any, at least equal to the coverage
      provided to other full-time executives of the Company. In the event such
      coverage is not available, the Company shall compensate employee for COBRA
      payment made by employee for him and his immediate family. 

     

         (f)
           Employee may be paid additional compensation (as a
      member of management and/or the Board of Directors) as the Board may approve
      from time to time pursuant to Section 4(b) above.

     

         (g)
           If requested by Employee, Employee shall be
      provided with a Company car on a full time basis to meet his commuting needs.
      All associated costs including but not limited to parking, gas, tolls and
      insurance shall be covered by the Company. 

     

    6.     Termination.
      

     

         (
      6.1
      Early Termination.

     

    	(a)  	
            During
              the Term of this Agreement, the Company may terminate the Employ’s
              employment without Cause as defined below for any reason with the consent
              of the majority of the Company's Board of Directors by giving him thirty
              (30) day advance written notice (“Company Notice Period”). If the Company
              terminates the Employee during the Term without Cause he will be provided
              with special one lump severance payment equal to 6 month salary
              installments in addition to what he is entitled under section 5 hereof.
              

          


     

    	6.2  	
            Termination
              by the Company for “Cause.” 

          


     

    	(b)  	
            The
              Company may terminate the Employee employment for Cause thirty (30)
              days
              after the date on which the Employee shall have received written notice
              from the Board of Directors of the Company that it has decided to
              terminate his employment for Cause, which notice shall specify the
              nature
              of such Cause. 

          


     

    	(c)  	
            For
              all purposes under this Agreement “Cause”
              shall mean: (i) the failure of the Employee to diligently perform his
              duties to the Company, after having been provided written notice and
              30
              days to cure such failure; (ii) the engaging by the Employee in willful,
              reckless or negligent misconduct which is determined by the Board of
              Directors to be materially injurious to the Company or any of its
              affiliates (monetarily or otherwise); (iii) the Employee pleading guilty
              or no contest to, or conviction of, any felonious crime; (iv) the
              Employee’s fraudulent misappropriation, embezzlement or willful and
              material damage of or to any property of the Company; or (v) conduct
              by
              Employee constituting a breach of any statutory or judicially imposed
              fiduciary duty of care or loyalty to the Company
              .

          


     

    	(d)  	
            No
              severance payments will be paid to the Employee under this Agreement
              on
              account of a termination for Cause.

          


     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    	(e)  	
            6.3Resignation

          


     

    	(f)  	
            The
              Employee may terminate his employment by giving the Company ninety
              (90)
              day advance written notice.

          


     

    Disability
      or Death 

     

    	(g)  	
            In
              the event that Employee is unable for a period of one hundred eighty
              (180)
              consecutive days to substantially perform his Duties under this Agreement
              by reason of illness or incapacity during the Term of this Agreement.
              The
              Company may terminate his employment because of such disability with
              30
              days notice. In such termination the Employee will be provided with
              a
              special one lump severance payment equal to 6 month salary installments.
              

          


     

    	(h)  	
            In
              the event of the death of the Employee during the Term, the Employment
              shall terminate on the date of death and the Employee's designated
              beneficiary or, if none, his estate shall be entitled to receive (i)
              any
              accrued and unpaid Base Compensation, and Benefits through such date
              of
              death and (ii) continued monthly installments for six months following
              the
              date of death

          


     

    7.
      Confidentiality
      and Intellectual Property Agreement.
      

     

    (a)
      As a
      condition precedent to the entering into effect of this Agreement, the Employee
      shall execute the Confidentiality, and Intellectual Property Assignment
      Agreement attached hereto as Exhibit
      A,
      and any
      replacement assignment agreement as may be proposed by the Company from time
      to
      time. 

     

    	(b)  	
            The
              confidentiality provisions of Exhibit A are intended to supplement
              and not
              supersede the applicable provisions of the Uniform Trade Secrets Act,
              to
              the fullest extent applicable.

          


     

    8.
           Restrictive
      Covenants.

     

         (a)
           For a period of one (1) year after the expiration
      or termination of this Agreement for any reason whatsoever, Employee shall
      not,
      directly or indirectly, engage in activities for, nor render services (similar
      or reasonably related to those in which Employee shall have rendered to the
      Company) to, any person, entity, firm, business organization which directly
      or
      indirectly competes with the Business of the Company to the extent and insofar
      as such competition is based on or exploits the Confidential Information or
      Inventions (defined below) of the Company, whether now existing or hereafter
      established, nor shall Employee entice, induce or encourage any of the Company's
      employees to engage in any activity which, were it done by Employee, would
      violate any provision of this section.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

         (b)
           For a period of one (1) year after the expiration
      or termination of this Agreement for any reason whatsoever, Employee shall
      not,
      directly or indirectly, solicit the Company's employees or independent
      contractors to leave their employ or terminate their contracts with the Company.
      

     

                  Upon
      Employee's written request to the Company specifying the activities proposed
      to
      be conducted by Employee, the Company may in its discretion give Employee
      written approval(s) to personally engage in any activity or render services
      referred to in Subsection (a) upon receipt of written assurances (satisfactory
      to the Company and its counsel) from Employee and from Employee's prospective
      employer(s), partner(s) or company that the integrity and provisions of this
      Section will not in any way be jeopardized or violated by such activities,
      provided the burden of so establishing the foregoing to the satisfaction of
      the
      Company and its counsel shall be upon Employee and his prospective employer(s),
      partner(s) or company

     

         (c)
           The parties acknowledge that they have attempted
      to limit Employee's right to compete only to the extent necessary to protect
      the
      Company from unfair competition. However, the parties hereby agree that, if
      the
      scope or enforceability of the restrictive covenant is in any way disputed
      at
      any time, a court or other competent trier of fact may modify and enforce the
      covenant to the extent that it finds the covenant to be reasonable under the
      circumstances existing at the time.

     

         (d)
           Employee further acknowledges that: (1) in the
      event this Agreement with the Company terminates for any reason, he will be
      able
      to earn a livelihood without violating the foregoing restrictions; and (2)
      that
      his ability to earn a livelihood without violating such restrictions is a
      material condition to his retention by the Company.

     

         (e)
           Employee's duties under this Section 8 shall
      survive termination of this Agreement, however, Employee's duties under this
      Section 8 shall not survive termination of this Agreement without Cause as
      defined herein in section 6 (iii) (F). recommended to delete Employee
      acknowledges that a remedy at law for any breach or threatened breach by
      Employee of this Section 8 may be inadequate, and Employee therefore agrees
      that
      the Company shall be entitled to all available remedies in law including
      injunctive relief in case of any such breach or threatened breach.

     

    9.
           Warranty
      Against Prior Existing Restriction.
      Employee represents and warrants to the Company that he is not a party to any
      agreement containing a non-competition clause or other restriction with respect
      to: (a) the services which he is required to perform hereunder; or (b) the
      use
      or disclosure of any information directly or indirectly related to the Company's
      business, or to the services he is required to render pursuant
      hereto.

     

    10.     Severability.
      It is
      the desire and intent of the parties hereto that the provisions of this
      Agreement and its exhibit shall be enforced to the fullest extent permissible
      under the laws and public policy of each jurisdiction in which enforcement
      is
      sought. Accordingly, if any particular provision, section, or subsection of
      this
      Agreement or its exhibit is adjudged by any court of law to be void or
      unenforceable, in whole or in part, such adjudication shall not be deemed to
      affect the validity of the remainder of the Agreement, including any other
      provision, section, or subsection. In addition, if any one or more of the
      provisions contained in this Agreement or its exhibit shall for any reason
      be
      held to be excessively broad as to duration, geographical scope, activity or
      subject, it shall be construed by limiting and reducing it, so as to be
      enforceable to the extent compatible with the applicable law as it shall then
      appear. Each provision, section, and subsection of this Agreement and its
      exhibit is declared to be separable from every other provision, section, and
      subsection and constitutes a separate and distinct covenant.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    12.     Entire
      Agreement.
      This
      Agreement and its exhibit contain the entire understanding of the parties and
      supersede all previous verbal and written agreements. There are no other
      agreements, representations, or warranties not set forth herein.

     

    13.     Notices.
      All
      notices or other documents under this Agreement shall be in writing and
      delivered personally or mailed by certified mail, return receipt requested
      postage prepaid, addressed to the Company or Employee at their last known
      addresses. Addresses are as follows:

     

    If
      to the
      Company: 46
      Techelet Street

    Modiin,
      Israel 71700

    Attention:
      Chairman of the Board of Directors 

    


    With
      Copy
      to:  PEARL
      COHEN ZEDEK LATZER LLP

    1500
      Broadway, 12th Floor

    New
      York,
      NY10036

    Attention:
      Doron Latzer, Esq.

    


    If
      to
      Employee: Amir
      Elbaz

    147
      East
      82nd
      Street

    New
      York,
      NY 10028

     

    14.     Non-waiver.
      No
      delay or failure by either party to exercise any right under this Agreement,
      and
      no partial or single exercise of that right, shall constitute a waiver of that
      or any other right, unless otherwise expressly provided herein. 

     

    15.     Headings.
      Headings in this Agreement are for convenience only and shall not be used to
      interpret or construe its provisions.

     

    16.     Governing
      Law.
      This
      Agreement and its exhibit shall be construed in accordance with and governed
      by
      the laws of the State of New York.

     

    17.     Counterparts.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original but all of which together shall constitute one and the same
      instrument.

     

    18.     Binding
      Effect.
      The
      provisions of this Agreement and its exhibit shall be binding upon and inure
      to
      the benefit of each of the parties and their respective successors and
      assigns.

     

    19.     Remedies.
      The
      parties agree that in addition to any other rights and remedies available to
      the
      Company for any breach by Employee of his obligations hereunder, the Company
      shall be entitled to enforce Employee's obligations hereunder by court
      injunction, or court ordered affirmative action, which injunction or ordered
      action may restrain a future breaking of this Agreement if there is reasonable
      ground to believe that such a breach is threatened. Employee further agrees
      to
      allow the Company to enjoin future use or disclosure of its Confidential
      Information if it has reasonable grounds to believe such action is necessary
      to
      protect such Confidential Information.

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    20.     Attorney's
      Fees.
      If
      either party hereto shall breach any of the terms hereof, such breaching party
      shall pay to the non-defaulting party all of the non-defaulting party's costs
      and expenses, including reasonable attorney's fees and costs, incurred by such
      party in enforcing the terms of this Agreement.

     

    21.     Prohibition
      Against Assignment.
      Employee agrees, for himself and on behalf of his successors, heirs, executors,
      administrators, and any person or persons claiming under him by virtue hereof,
      that this Agreement and the rights, interests, and benefits hereunder cannot
      be
      assigned, transferred, pledged, or hypothecated in any way and shall not be
      subject to execution, attachment, or similar process. Any such attempt to do
      so,
      contrary to the terms hereof, shall be null and void and shall relieve the
      Company of any and all obligations or liability hereunder.

     

     

    IN
      WITNESS WHEREOF,
      the
      Parties have duly executed this Agreement as of the date first written
      above.

     

    
      	 	 	 	For
              Company:
	 	 	 	 
	 	 	 	/s/
              Eyal Rosenberg
	
            	 	 	
              

            
	 	 	 	
              By:
                Eyal Rosenberg

              Its:
                Chairman of the Board of
                Directors

            


    

     

    
      	
            	 	 	For
              Employee:
	 	 	 	 
	 	 	 	/s/
              Amir Elbaz
	
            	 	 	
              

            
	 	 	 	
              By:
                Amir Elbaz

              As:
                Individual

            


    

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

       

    

    Exhibit
      A

     

    Confidentiality,
      and Intellectual Property Assignment 

    


    My
      obligations under this Confidentiality and Intellectual Property Assignment
      Agreement (hereafter “Agreement”)
      are
      toward (i) Dynamic Applications Corporation (the “Company”),
      and
      (ii) its present and future parent companies, subsidiaries, affiliates and
      successors. All of the aforementioned entities shall be referred to collectively
      as the “Company’s
      Entities”.

     

    	1.  	
            Confidentiality

          


     

    	1.1.  	
            I
              will regard and retain as confidential and will not divulge to any
              third
              party, or use for any unauthorized purposes either during or after
              the
              term of my employment with the Company, any proprietary or confidential
              information or know-how, as defined below (collectively “Confidential
              Information”),
              that I may have acquired during my service or in connection with my
              employment or contacts with the Company’s Entities, without the written
              consent of an authorized representative of the
              Company.

          


     

    	1.2.  	
            Confidential
              Information
              shall include, but will not be limited to, information regarding research
              and development related to actual or anticipated products, inventions,
              whether patentable or non-patentable, hardware, software or other
              products, methods of manufacture, trade secrets, test results, processes
              data, know-how, improvements, intension, ideas, techniques, business
              plans, business and financial activities, customer lists, finances,
              banking, investments, investors, properties, employees, marketing plans
              and any other data related to the business or affairs of the Company's
              Entities. Confidential Information will include information in written,
              oral or any other form of communication. Confidential information shall
              not include, however, any information that is: (i) known to me at the
              time
              I commenced employment with the Company as shown by evidence, (ii)
              publicly known or becomes publicly known through no act or fault on
              my
              part, (iii) disclosed to me by third parties who are not subject to
              confidentiality undertakings toward the Company’s Entities through no act
              or fault on my part; or (iv) required to be disclosed by law or pursuant
              to a judicial order or similar decree.

          


     

    	2.  	
            Return
              of Confidential Information 

          


     

    All
      materials including, but not limited to, documents, notes, memoranda, records,
      diagrams, blueprints, bulletins, formulas, reports, computer programs, and
      any
      other material of any kind and in any form, coming into my possession or
      prepared by me in connection with my service, are the exclusive property of
      the
      Company (hereinafter the "Documents").
      I
      agree to return to the Company all such Documents upon termination of my
      employment, unless I acquire the Company’s specific written consent to release
      any such Document.

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    	3.  	
            Ownership
              Rights

          


     

    Without
      additional compensation and consideration, I hereby assign and will in the
      future assign to the Company, and acknowledge and will in the future acknowledge
      the Company’s exclusive right, (including any ‘moral’ right) domestic and
      foreign, to any and all intellectual property, including, without limitations,
      all inventions, improvements, mask works, discoveries, or works, either capable
      of being patented or copyrighted or not, which I may conceive, make, develop,
      author, or work on, in whole or in part, independently, or jointly with others,
      during the term of my employment with the Company, which are either (i) related
      to the Company’s Entities’ business or actual or demonstrably anticipated
      research or development; (ii) resulting directly or indirectly from any work
      I
      performed for the Company; or (iii) developed in whole or in part on the
      Company’s time or with the use of any Company’s equipment, supplies, facilities,
      or trade secret (hereinafter the “Company’s Entities’ Intellectual
      Property”).

    


    	4.  	
            Disclosure
              and Assignment of Inventions

          


     

    I
      will
      promptly disclose and describe to the Company all of the Inventions which I
      may
      conceive, make, reduce to practice, develop, author, or work on, in whole or
      in
      part, independently, or jointly with others, during the period of my service
      with the Company, which either; (i) relate to the Company’s Entities’ business
      or actual or demonstrably anticipated research or development, (ii) are
      developed in whole or in part on the Company's time or with the use of any
      of
      the Company's equipment, supplies, facilities or trade secret information,
      or
      (iii) results directly or indirectly from any work I performed for the Company
      (hereinafter the "Inventions").
      I
      agree to assign and do hereby assign to the Company any right, title and
      interest I might have worldwide in such Inventions and any intellectual property
      right based upon such Inventions. 

    


    	5.  	
            Employee
              Assistance

          


     

    I
      will,
      at the Company’s expense, assist in preparation and registration of patents and
      any other intellectual property right in favor of the Company, in any
      jurisdiction deemed appropriate by the Company. Such assistance shall include,
      without limitation, the preparation of documents, drawings and other data and
      execution of assignments, applications and other forms. I agree to perform
      this
      obligation during and after my service with the Company. In order to give full
      effect to this section I hereby irrevocably appoint the Company (and its
      representatives) as my attorney in fact, authorized in my name and on my behalf
      to execute all such documents.

     

    	6.  	
            No
              Conflicting Obligations

          


     

    I
      will
      not disclose to the Company any proprietary or confidential information
      belonging to any third party, including any prior or current employer or
      contractor, unless I have first received the written approval of that third
      party and present it to the Company. I undertake not to perform any activity
      related to my employment with the Company on the premises of any third party,
      or
      while using any equipment or materials that belong to any such third party,
      unless instructed to do so by the Company.

    


    	7.  	
            Third
              Party Information

          


     

    I
      recognize that the Company has received and will in the future receive from
      third parties their confidential or proprietary information, subject to a duty
      on the Company’s part to maintain the confidentiality of such information and to
      use it only for certain limited purposes. I agree to hold all such confidential
      or proprietary information in the strictest confidence and not to disclose
      it to
      any person or entity or to use it except as necessary in carrying out my
      services for the Company, consistent with the Company’s agreement with such
      third party.

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    	8.  	
            Breach
              of Obligation

          


     

    I
      agree
      that, in the event of any breach of any provision hereof, the Company may or
      will not have an adequate remedy in money or damages. I therefore agree that,
      in
      such event, the Company shall be entitled to obtain injunctive relief against
      such breach in any court of competent jurisdiction, without the necessity of
      posting a bond even if otherwise normally required. Such injunctive relief
      will
      in no way limit the Company’s right to obtain other remedies available under
      applicable law. No failure or delay by a party hereto in enforcing any right,
      power or privilege created hereunder shall operate as an implied waiver thereof,
      nor shall any single or partial enforcement thereof preclude any other or
      further enforcement thereof or the enforcement of any other right, power or
      privilege. Without derogation from the above and from Company’s right to take
      any legal means, I agree to indemnify and hold harmless Company against any
      claim, cost and/or expense that it may endure as a result of any breach of
      any
      provision hereof.

    


    	9.  	
            Assignment

          


     

    This
      Agreement may be assigned by the Company. I may not assign or delegate my
      obligations under this Agreement, without the Company's prior written approval.
      

    


    	10.  	
            Condition
              to Employment

          


     

    I
      acknowledge that execution of this Agreement is a condition to the Company's
      engagement with me and the disclosure of any Confidential Information.


     

    In
      witness hereof, the parties hereto have executed this Agreement the day and
      year
      first above written. 

    


    Dynamic
      Applications Corporation    Amir
      Elbaz 

    


    By: ____________________________  ____________________________

    Title:
       ____________________________  

    Date: ____________________________  Date:________________________

     

    
      
         

      

      
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