EXHIBIT
      10.9

    


    ASSIGNMENT
      AND ASSUMPTION OF OFFICE LEASE

    


    THIS
      ASSIGNMENT AND ASSUMPTION OF OFFICE LEASE ("Agreement") is dated and effective
      as of March 10, 2006 by and between Data Systems and Software Inc. a Delaware
      corporation ("Assignor") and Databit Inc., a Delaware corporation
      ("Assignee").

    


    WHEREAS,
      Assignor is Tenant under that certain Agreement of Lease dated July 27, 2000,
      by
      and between Empire State Building Company ("Landlord") and Assignor, as amended
      by the First Lease Modification and Extension Agreement dated May 18, 2001
      and
      the Second Lease and Modification and Extension Agreement dated January 8,
      2004
      (as so amended, the "Lease"), respecting certain premises (the "Premises")
      with
      a street address of 350 Fifth Avenue, New York, NY 10118, as more particularly
      described therein;

    


    WHEREAS,
      Assignor desires to assign its interest in the Lease to Assignee and Assignee
      desires to assume Assignor's obligations under the Lease;

    


    NOW
      THEREFORE, for good and valuable consideration, the receipt and sufficiency
      of
      which is hereby acknowledged, Assignor and Assignee agree as
      follows:

    


    1.
      ASSIGNMENT OF LEASE.

    


    (a) Assignor
      does hereby transfer, assign, convey and deliver to Assignee its entire right,
      title and interest in the Lease and the Premises; provided, however, that the
      forgoing assignment shall be subject to and shall not take effect until
      Landlord’s consent thereto shall have been obtained.

    


    (b) Pending
      the consent of the Landlord to the assignment provided for herein, Assignor
      hereby grants to Assignee a license to use the Premises and shall take any
      and
      all reasonable steps to ensure Assignee’s quiet enjoyment of the
      Premises.

    


    2.
      ASSUMPTION OF OBLIGATIONS.

    


    Assignee
      does hereby accept this assignment and, for the benefit of Assignor and
      Landlord, expressly assumes and agrees to hereafter perform all of the terms,
      covenants, conditions and obligations of Assignor under the Lease, which accrue
      from and after the date hereof.

    


    3.
      INDEMNITY.

    


    (a) Assignor
      agrees to save, indemnify, defend and hold Assignee harmless from and on account
      of any claims, demands, actions, losses, expenses and liabilities (including
      attorneys' fees) of Assignee under the Lease on account of or arising out of
      any
      obligations and liabilities of the Lessee thereunder, arising prior to the
      date
      hereof.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (b) Assignee
      agrees to save, indemnify, defend and hold Assignor harmless from and on account
      of any claims, demands, actions, losses, expenses and liabilities (including
      attorneys' fees) of Assignor under the Lease on account of or arising out of
      the
      obligations and liabilities so assumed.

    


    (c) The
      forgoing indemnity shall be effective and in full force notwithstanding the
      fact
      that Landlord’s consent has not yet been or cannot be obtained.

    


    


    4.
      SUCCESSORS AND ASSIGNS.

    


    This
      Agreement shall bind and inure to the benefit of the parties hereto and their
      respective successors and assigns.

    


    6.
      COUNTERPARTS.

    


    This
      Agreement may be executed in multiple counterparts, each of which shall be
      deemed an original.

    


    Executed
      as of the date first above written.

    


    ASSIGNOR:

    


    DATA
      SYSTEMS & SOFTWARE INC.

    


     

    By:
      /s/
      Michael
      Barth______________

    Name:
      Michael Barth

    Title:
      Chief Financial Officer

    


    


    ASSIGNEE:

    


    DATABIT
      INC.

    


    


    By:
      /s/
      Shlomie
      Morgenstern_________

    Name:
      Shlomie Morgenstern

    Title:
      President