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Exhibit 10.10

# ACROSEC LTD.

# INDEPENDENT CONSULTANT
AGREEMENT

This Agreement is entered into as of
this 28 day of March, 2007 between ACROSEC LTD., (Acrosecor the
Company), a company organized under the laws of the State of Israel,
whose principal business address is located at 37 Inbar St., Caesarea, 30889, Israel and
M.G-NET Ltd. (the Consultant), an Israeli Company.

# WITNESSETH

WHEREAS, the Company is in the
business of products developments for the detection of peroxide-based explosives for the
homeland security market (the Business); and

WHEREAS, Consultant represents
that Gadi Aner possesses certain experience, ability and skills relating to the
Companys Business to render the management consulting services; and

WHEREAS, the Consultant,
solely through the services of Gadi Aner, has been and is in the business of providing
management consulting services; and

WHEREAS, the Consultant has
been provided the services of Gadi Aner for the purpose of serving as the acting Chief
Executive Officer and the Chairman of the Board of Directors of the Company and the parent
company of the Company, Acro Inc. (the Parent Company); and

WHEREAS, the Company desires
to retain Consultant to provide services of Gadi Aner as an independent contractor; and

WHEREAS, Consultant desires to
accept such offer of engagement by the Company for the purpose of having Gadi Aner provide
management services as an Acting Chief Executive Officer and Chairman of the Company and
the Parent Company, pursuant to the terms and conditions set forth below;

NOW THEREFORE, in
consideration of the promises and mutual covenants contained herein, the parties hereto do
agree as follows:

|1. | Retention
of Consultant
|-- | -----------------------

Subject
to the terms and conditions set forth herein, the Company hereby retains Consultant to
provide the services of Gadi Aner to provide management consulting services to the
Company, and Consultant hereby accepts such engagement.

|2. | The
Validity of The Agreement
|-- | -----------------------------

(a)
          The contractual relationship pursuant to this Agreement shall commence on April
          1, 2007 (the Effective Date) and shall continue unless
          terminated in accordance with Section 2 (b).



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(b)
          Each party may terminate the contractual relationship pursuant to this
Agreement           upon prior written notice of 90 days (hereinafter referred to as
the           Prior Notice Period), subject to the provisions of
clause (c) below;           provided, however, for the avoidance of doubts, that a
termination of the           appointment of Consultant to provide services of Chief
Executive Officer, shall           not be deemed as termination of this Agreement.

(c)
          The Company undertakes that it shall not terminate the contractual relationship
          pursuant to this Agreement prior to the end of the Prior Notice Period, save in
          the circumstances set forth herein: (i) perpetration of a criminal offence,
          breach of trust or impairment to the Company, its monies, property, assets or
          employees by the Consultant; (ii) a breach of the Consultants
undertakings           with regard to confidentiality and non-use of inside information
and           non-competition, and/or a breach of its undertakings as set forth in
clauses 7,           8 and 9 below vis-a-vis the Company, or impairment to its duties of
fidelity to           the Company; (iii) Gadi Aners death or disability (as defined
herein)           (subject to the provisions of clause (d) below), and (iv) the
termination for           cause (as defined herein) of Consultants retention by the
Company;

(d)
          For the purpose of this Section 2, disability shall mean any
          physical or mental illness or injury, as a result of which Consultant fails to
          render the services required of him pursuant to this Agreement, for a period of
          two (2) successive months, or an aggregate of two (2) months in any twelve (12)
          month period. Disability shall be deemed to occur upon the end of such
two-month           period.

(e)
          For the purpose of this Section 2, cause shall exist if
          Consultant (i) breaches any of the material terms or conditions hereof
including           without limitation, any of the terms of Sections 7, 8, or 9; (ii)
engages in           willful misconduct or acts in bad faith; or (iii) commits a criminal
offense, or           perpetrates a common law fraud against the Company.

|3. | Compensation
|-- | ------------

3.1        Subject
to the performance of the services required to be rendered hereunder by Consultant, the
Company shall pay to Consultant: (i) to the extent the Consultant is appointed by the
Company or the Parent to provide the services of Gadi Aner as Chief Executive Officer,
and as long as such appointment is not terminated, a gross monthly fee of US $5,280, plus
Value Added Tax, and (ii) for its services as Chairman of the Parent a gross monthly fee
of US $5,280 plus Value Added Tax (the Compensation).

3.2        The
Consultant shall provide the Company with an invoice (Heshbonit Mas)
regarding the Services at the end of each calendar month under this Agreement, issued in
accordance with Israeli law, and the Company will pay Consultant the Compensation within
7 days from the receipt of any such invoice.

3.4        The
Consultant shall pay any and all taxes, duties, fees and/or other impositions that may be
levied pursuant to relevant law upon the Consultant with regard to the provision of the
Services under this Agreement, including, but not limited to Income Tax, and the amounts
of the aforesaid payments shall be deemed to have been included in the Compensation.

- 2 -

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|4. | Services
|-- | --------

Consultant
shall provide all the following Consulting Services:

(a)       
          Consultant shall render management consulting services to the Company, on such
          matters within the experience and expertise of Consultant, as may be mutually
          agreed upon by Consultant and the Company, including but not limited to serving
          as the Chief Executive Officer and Chairman of the Company. In addition, the
          Consultant will serve as the Chief Executive Officer and Chairman of the Parent
          Company, without being entitled to any additional compensation other than the
          Compensation to which it is entitled pursuant to this Agreement.

(b)       
          Consultant shall make the services of Gadi Aner, as Chairman, available during
          normal business hours, as necessary, and to the extent the Consultant is
          appointed by the Company or the Parent to provide the services of Gadi Aner as
          Chief Executive Officer, Consultant shall make the services of Gadi Aner
          available on a full time basis.

(c)       
          Any consulting services provided by Consultant hereunder shall be provided
          solely by Gadi Aner.

|5. | Expenses
|-- | --------

Consultant
is authorized to incur reasonable expenses for promoting the Business of the Company,
within previously approved budgets, upon submission of a monthly statement of documented
expenses. This includes, without limitation, vehicle usage (unless a car is provided by
the Company, and is such event the Company will cover all the operating expenses of the
car), full use of cellular phone (unless a phone is provided by the Company), use of one
dedicated telephone/data line at home, payment of expenses incurred when traveling abroad,
per diem payments for travel abroad, in accordance with the Companys traveling
policy.

|6. | Status
of Parties
|-- | -----------------

Consultant
shall at all times act as an independent contractor, and shall not be, and/or claim to be,
an employee of the Company.

|7. | Proprietary
Rights and Information
|-- | ----------------------------------

7.1        The
Consultant and Gadi Aner agree and declare that all intellectual assets, including but
not limited to trade secrets, inventions and know-how, patents and other rights in
connection therewith developed by or with the contribution of Consultants efforts
during the term of this Agreement and in connection with the provision of the Services,
shall be the sole property of the Company and the Parent Company and the Consultant and
Gadi Aner shall execute all documents necessary to assign such proprietary rights to the
Company and to the Parent Company.

7.2        Consultant
and Gadi Aner shall promptly disclose to the Company in such form and manner as the
Company may reasonably require all inventions, systems, services and other information or
data conceived, originated, discovered or developed by the Consultant hereunder in
connection with the provision of the Services. It is understood that such information is
proprietary in nature and shall (as between the Company and Consultant) be for the
exclusive use and benefit of the Company.

7.3        The
Consultants and Gadi Aners undertakings pursuant to this clause shall also
remain in force after the termination of the contractual relationship

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|8. | Secrecy,
Nondisclosure and Non-Use Of Inside Information
|-- | --------------------------------------------------------

8.1        The
Consultant and Gadi Aner hereby undertake to the Company and/or the Parent Company (for
the purposes of this clause 8, the Company and the Parent Company are hereinafter
referred to as the Company) to maintain absolute confidentiality and
not to disclose and not to convey to any person and/or entity whatsoever and not to use
for its own purposes and/or for the purposes of others any trade, technological or
industrial information relating to any business, operations or affairs of the Company,
including all information, whether written or oral, relating to the Company, its
products, customers and business, commercial and technological secrets, or any other
information the disclosure whereof is likely to result in damage to the Company, or in an
advantage to competitors, which reached or shall reach the Consultants knowledge,
whether directly or indirectly, whether in Israel or abroad, during the course and/or in
consequence of, its engagement by the Company (Confidential Information).

8.2        If
the Consultant or Gadi Aner are required to disclose any Confidential Information
pursuant to the provisions of any relevant law  the Consultant and Gadi Aner shall
not disclose such information without first notifying the Company of such requirement and
cooperating with the Company regarding such disclosure.

8.3        Immediately
upon termination of the validity of this Agreement, the Consultant and Gadi Aner shall
deliver and/or return to the Company every asset belonging to the Company, including, but
without prejudice to the generality of the aforegoing, documents, equipment, drawings,
plans, formulas, products, samples, designs and the like and all copies thereof,
including the data stored on magnetic or optic media. Data and software stored on
magnetic and other media that cannot be returned, shall be destroyed together with all
copies thereof.

8.4        The
Consultant and Gadi Aner undertakes that they shall not howsoever use, disclose, convey
or deliver, whether himself or through anyone on its behalf, whether directly or
indirectly, any information in respect of a development in the Company and/or the change
in its position and/or an anticipated development or change and/or any other information
which is not known to the public relating to the price of the Companys securities
and which, had the public become aware of it, would have resulted in a significant change
in the price of the Companys securities.

8.5        The
Consultant and Gadi Aner undertake that they shall not give inside information or an
opinion about a security of the Company, when they have such inside information, to a
person whom they know, or have a reasonable basis to assume, will use the inside
information or exploit the opinion for the purposes of a transaction or deliver such to
another.

8.6        The
Consultant and Gadi Aner hereby undertake to return, upon request, to the Company, all
written materials, records, documents, computer software and/or hardware or any other
material which belongs to the Company and that might be in its possession, and if
requested by the Company to do so, will execute a written statement confirming compliance
with the above.

8.7        The
Consultant and Gadi Aner acknowledge that all of the secrets, information, data or
documents aforementioned in this Section are essential commercial and proprietary
information of the Company, which is not public information and cannot easily be
discovered by others, whose confidentiality provides the Company a commercial advantage
over its competitors, and the Company is taking reasonable measures to safeguard its
confidentiality.

8.8        The
Consultant and Gadi Aner undertake that they shall not execute a transaction in a
security of the Company when they have inside information.

8.9        The
Consultants and Gadi Aners undertakings pursuant to this Section shall also
remain in force after the termination of the contractual relationship, without any
limitation.

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|9. | Non-Competition
|-- | ---------------

9.1        Consultant
and Gadi Aner agree that, during the term of this Agreement and for a period of one (1)
year after the termination of its consulting services to the Company, they will not,
directly or indirectly, including, as the case may be, through relatives, bodies
corporate, or trusts;

| | (i)        anywhere
in the world work for, advise or interest himself in, be connected with           or
engage, whether as an employee or consultant, whether for consideration or
          otherwise, whether as a self-employed or salaried, in any projects which are
          competitive to significant projects relating to Business in which the Company
is           engaged or is actively contemplating engaging during the term of this
Agreement           or at the time of such termination, unless otherwise specifically
permitted           under this Agreement;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)        hire,
engage or employ or solicit, or contact or communicate with for the           purposes of
hiring, employing or engaging, any person who is then or was an           employee of the
Company at any time within the one  year period           immediately prior
thereto.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

9.2        The
restrictions in subsection 9.1. shall not apply to any activities that are consented to,
in writing, by the Company  after disclosure by Consultant of its proposed
activities.

9.3        Notwithstanding
anything contained in this Section 9 to the contrary, if the period of time or the
geographical area specified under subsection 9.1 hereof should be determined to be
unreasonable in any judicial proceeding, then the period of time and area of the
restriction shall be reduced so that this Agreement may be enforced in such area, and/or
during such period of time, as shall be determined to be reasonable by such judicial
proceeding.

9.4        The
Consultant and Gadi Aner declare and acknowledges that:

| | 9.4.1        Its
obligations of protecting the confidentiality and non-competition provisions included in
this agreement are fair, reasonable, and proportional, especially in light of the special
compensation it receives under this Agreement, which is designed to protect the Companys
secrets and its confidential information, which constitute the essence of its protected
business and commercial advantage, and in which significant capital investments were
made.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 9.4.2        Breach
of an obligation under this Section  shall contradict the nature of the special
trust and relationship of loyalty between the parties, the fair and proper business
practices, and the duty of good faith and fairness between the parties, shall harm the
Company, and shall constitute a material breach of this Agreement and of the trade
secrets, confidential business ties, confidential information, and other privileged
interests of the Company.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 9.4.3        The
Consultant and Gadi Aner declare that its obligations under this section, which are
reasonable and proportional  do not prevent the Consultant from developing its
general knowledge and professional expertise in the area of its business, with regard to
those who are not customers and employees of the Company, and without usurping its trade
secrets.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The provisions of Sections 7, 8 and 9
hereto shall apply and be in effect as of and from the Effective date.

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|10. | The
Nature of The Contractual Relationship
|--- | ------------------------------------------

10.1        The
Consultant and Gadi Aner warrant that they are free to enter into this Agreement upon
these terms and conditions and that there are no restrictions that might prevent him from
rendering the Services or performing its obligations hereunder.

10.2        The
 Consultant  and Gadi Aner  warrant  that they are aware that this Agreement is only an
agreement for the provision of consultancy services on a strictly contractual basis, and
does not create employer-employee relations between him and the Company and/or the Parent
Company and does not confer upon him any rights save for those set forth herein.

10.3        The
Consultant shall attend to payment of the National Insurance contributions and any other
payment imposed upon it as an independent contractor, and it shall be solely responsible
in respect thereof. The Company shall be entitled to require the Consultant to produce
evidence that such payments were effected.

10.4        The
Consultant and Gadi Aner undertake that they and/or anyone on their behalf shall not
claim, demand, sue or bring any cause of action against the Company in connection with
alleged employer-employee relations between them and the Company, and if it does so, it
shall indemnify the Company upon its first demand for any expense that may be occasioned
to it in respect of, or in connection with, a claim as aforesaid, including advocates professional
fees.

10.5        Without
prejudice to the generality of the aforesaid, it is hereby agreed that the Consultant or
Gadi Aner shall not be entitled to receive from the Company severance pay and/or any
other payment and/or other consideration deriving from employer-employee relations and/or
the termination thereof and/or any social benefits. Therefore if, notwithstanding the
agreement of the parties and the Consultants and Gadi Aners informed
undertaking under this Agreement, and for any reason whatsoever, a competent authority,
including a judicial body, shall determine that the Consultant was, or is, the Companys
employee, the following provisions shall apply:

| | 10.5.1        In
lieu of the  Compensation  that was paid to the  Consultant from the Effective Date,
Consultant shall be entitled a reduced consideration (gross) of 70% (Seventy percent) of
the Compensation, which was paid to the Consultant under this Agreement (hereinafter the
Reduced Compensation), retroactively from the Effective Date onwards.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.5.2        The
Consultant will be obligated to return the Company, on the day of the claim and/or demand
which contradicts this Agreement, in which it will be claimed that Consultant was or is
the Companys employee  all additional payments, that the Consultant received
from the Company exceeding the Reduced Compensation, as defined above (hereinafter the
Excess Amounts).
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.5.3        Each
Excess Amount, that the Consultant will be obligated to return to the Company as
mentioned above  shall bear interest and shall be linked to the Cost of Living
Index on the Consultants pay day  as compared to the Index on the day such
amount will be returned to the Company.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.5.4        The
Company shall be entitled to set off such Excess Amounts against all amounts that the
Consultant shall be entitled to under this Agreement, or under the decision of the Court
or of any other competent tribunal as mentioned above, which shall not derogate from any
other right of the Company to receive from the Consultant the rest of the amounts it is
entitled to.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

10.6        It
is hereby agreed that the Consultants warranties and undertakings in clauses 6 to 9
herein are a fundamental condition of the Companys contractual relationship with
the Consultant, and the Compensation which the Consultant shall receive pursuant to this
Agreement has been calculated in accordance with said warranties and undertakings.

- 6 -

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|11. | Mutual
Representations
|--- | ----------------------

Each
party hereto represents and warrants to the other that:

(a)       
          The delivery of this Agreement and the fulfillment of the terms hereof (i) will
          not constitute a default under or conflict with any agreement or other
          instrument to which it or it is a party, or by which it or it is bound and (ii)
          does not require the consent of any person or entity.

(b)       
          This Agreement constitutes the valid and binding obligation of such party
          enforceable against such party in accordance with its terms subject to
          applicable bankruptcy, insolvency, liquidation, and similar laws affecting
          creditors rights generally, and subject, as to enforceability, to general
          principles of equity (regardless if enforcement is sought in a proceeding in
          equity or at law).

|12. | Waiver
|--- | ------

Failure
to insist upon compliance with any of the terms, covenants, or conditions hereof shall not
be deemed a waiver of such term, covenant, or condition, nor shall any waiver or
relinquishment of any right or power hereunder at any one time or more times be deemed a
waiver or relinquishment of such right or power at any other time or times.

|13. | Severability
|--- | ------------

The
invalidity or unenforceability of any provision hereof shall in no way effect the validity
or enforceability of any other provision. The parties to this Agreement agree and intend
that this Agreement shall be enforced as fully as it may be enforced consistent with
applicable statutes and rules of law.

|14. | Benefit
|--- | -------

Except
as otherwise herein expressly provided, this Agreement shall inure to the benefit of and
be binding upon the Company, its successors and assigns, including, without limitation,
any Company which may acquire all or substantially all of the Companys assets or
business or with or into which the Company may be consolidated or merged, and to the
benefit of, and be binding upon Consultant, its administrators and legal representatives.

|15. | Entire
Agreement
|--- | ----------------

This
agreement fully and exhaustively expresses the parties understanding and consensus
in respect of the subjects or matters dealt with herein, and it replaces and renders null
and void any representation, agreement, negotiations, practice, memorandum of agreement,
offers, discussion summaries, letters of intent and/or undertakings and any other document
that prevailed or were exchanged between the parties (whether in writing or orally) on the
said subject, and may not be amended, modified or supplemented in any respect, except by a
subsequent writing executed by both parties hereto.

|16. | Notices
|--- | -------

Any
notice or other communication required or permitted hereunder shall be in writing and
shall be delivered personally, sent by facsimile transmission or sent by certified,
registered or express mail, postage prepaid. Any such notice shall be deemed given when so
delivered personally or sent by facsimile transmission or, if mailed, five days after the
date of deposit in the Israeli mail, as follows:

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(i)       
          if to Consultant: 18 Halevna Street, Timrat, 23840, Israel;

(ii)       
          if to the Company: 37 Inbar St., Caesarea, 30899, Israel.

Each party may, by notice given in
accordance with this Section 15 to the other party, designate another address or person
for receipt of notices hereunder.

|17. | Applicable
Law
|--- | --------------

This
Agreement shall be governed by, and construed and enforced in accordance with, the laws of
the State of Israel without giving effect to principles of conflicts of law.

|18. | Jurisdiction
|--- | ------------

The
parties agree that the District Courts located in Tel Aviv shall have jurisdiction to
settle any disputes that may arise out of or in connection with this Agreement, and that,
accordingly, any suit, action or proceeding arising out of or in connection with this
Agreement may be brought in such courts.

In witness whereof, the parties have
executed this Agreement as of the date first above written.

|ACROSEC LTD.By: /s/ Dan ElnathanName: Dan ElnathanTitle: Director | M.G-NET Ltd.By: /s/ Gadi AnerName: Gadi AnerTitle:
|------------------------------------------------------------------------------- | ----------------------------------------------------------------

|Agree and Accepted
/s/ Gadi Aner
GADI ANER
|--------------------------------------------------------

-8-

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