exv10w20



 






Exhibit
10.20



2.1.2006



To: Adi Keinan

[Address]



Subject Work Proposal at Alma Lasers, Ltd.




	 	 	 	 	 
	1.

	 	Description of Position:
	 	Financial controller reports to Deputy General Manager for
Financing. The position includes full responsibility for accountancy in Israel,
preparation of financial reports of Alma Lasers, Ltd., merger of subsidiary companies,
internal control, building of infrastructure for proper management of financial reports
(permanent property and similar items), work with accountants and additional tasks that
will be imposed as part of the position.
	 
	 	 	 	 
	2.

	 	Monthly salary;
	 	NIS 15,000
	 
	 	 	 	 
	3.

	 	Automobile:
	 	From Group 1 or 2 as chosen by the company. Tax for the value of use is
upon you. There is no gross-up
	 
	 	 	 	 
	4.

	 	Social conditions:
	 	- Manager insurance — employee 5%, employer 5%
	 
	 

	 	 	 	- Severance pay -8.33% deducted by employer
	 
	 	 	 	 
	 

	 	 	 	- Advanced study fund managed by Tamir-Fishman, employee 2.5%,
employer 7.5%
	 
	 	 	 	 
	 

	 	 	 	- Loss of ability to work — at the employer’s expense
	 
	 	 	 	 
	 

	 	 	 	- Vacation days — 18 per year
	 
	 	 	 	 
	5.

	 	Cellular phone:
	 	At company expense. You will pay the taxes (no gross-up)
	 
	 	 	 	 
	6.

	 	Working hours:
	 	Full position — 3 times each
week from 8:00 to 16. Twice a week
longer hours as needed, but not less than the minimum required by law.
	 
	 	 	 	 
	 

	 	 	 	- Continuation of work at home (working with foreign entities,
etc) — required as part of the work.
	 
	 	 	 	 
	 

	 	 	 	- In the framework of the requirements of the position, the Work
and Rest Hours Law 1951 is not applicable. The position is defined as a global one and does not entitle you to a supplement
for overtime hours.
	 
	 	 	 	 
	 

	 	 	 	- At the end of each
quarter and year, and in special projects, a large amount
of demanding work will be required that will not allow
leaving early three times a week.






 









 






	 	 	 	 	 
	7.

	 	Options:
	 	Subject to the decision of the Board of Directors, a number of months after
beginning work (but no more than one year) you will be granted 280 options at a
actualization price estimated at $500.
	 
	 	 	 	 
	8.

	 	Partial Position:
	 	- Possible at your option but not less than a 50% position
	 
	 	 	 	 
	 

	 	 	 	- Salary in accordance with the partiality of the position



- Starting in June 2006, the company will have the right to
compel you to work more than a full position.
	 
	 	 	 	 
	9.

	 	Physical Conditions:
	 	Until moving to the new building, it is expected to be very
uncomfortable
	 
	 	 	 	 
	10.

	 	Start of Work:
	 	No later than 10 February 2006







	11.	 	Prior notification of dismissal or resignation shall be 45 days
	 
	12.	 	You must sign an obligation to keep secrecy and prevention of competition as is
customary in the company
	 
	13.	 	Company regulations that shall be determined and published from time to time shall be
an integral part of the conditions of your employment. In any case of contradiction
between the regulations and what is written in this letter, precedence shall be given to
the regulations starting on the date of their publication.
	 
	14.	 	This letter shall be considered as a special and personal employment agreement
between you and the company.





Sincerely,




Ziv Karni

General Manager




I have read this letter carefully and I agree to the conditions listed herein and
obligate myself to full all the obligations therein.



I am aware that the salary conditions proposed to me and those that shall be imposed
during the time that I am employed in the company are personal and I obligate myself to
preserve secrecy concerning them.



Name of employee:      Adi Keinan




Employee
signature:     /s/ Adi Keinan                        

Date: