**Exhibit
      10.2**





**MANAGEMENT
      AGREEMENT**





**THIS
      MANAGEMENT AGREEMENT** is
      entered into as of the 15 day of May 2007, by and between IDO Security Ltd.,
      an
      Israeli company, (the “ **Company** ”),
      and
      Mr. Jorge Wolf an individual whose address is be 35 / 6 Yehuda Hanassi Street
      Tel Aviv 69391 Israel (the “ **Manager”** ).





**WHEREAS** The
      Company designs, develops, manufactures and sells products, know-how and
      technologies used in security applications.





**WHEREAS** Manager
      wishes to be hired by the Company and Company wishes to hire Manager upon the
      terms and conditions as set out herein.




1.0 **Appointment,
      Term, Service**





1.1 **Appointment.** The
      Company agrees to hire the Manager as its manager of business development upon
      the terms and conditions contained herein and the Manager accepts such
      appointment.




1.2 **Term** .
      This
      Agreement shall continue for an initial term of two years (the “Initial Term”)
      unless terminated in accordance with the provisions of this Agreement. This
      Agreement shall be renewed for successive two year terms (each a “Renewal Term”)
      unless the Company or Manager indicates in writing, more than 90 days prior
      to
      the termination of this Initial term or any Renewal term, that it does not
      intend to renew this Agreement.





1.3 **Duties
      and Reporting.** The
      Manager will report directly to the Chairman of the Board or to whom the
      Chairman shall instruct and shall carry out all duties and responsibilities
      generally associated with Manager's position, which are from time to time
      assigned to him by the Chairman of the Board in writing.





1.4 **Scope
      of Service** .
      The
      Manager shall devote 45% of his time, attention and ability to the business
      of
      the Company during regular business days, Sunday through Thursday, and shall
      well and faithfully serve the Company and shall use his best efforts to promote
      the interests of the Company. The Manager acknowledges that his duties may
      involve travel and the Manager agrees, subject to reasonable prior coordination,
      to travel as reasonably required in order to fulfill his duties.





1.5 During
      the Management Period, the Manager shall not be engaged in any other business
      activity that conflicts with Company’s field of activities hereunder.




2.0 **Compensation**




2.1 **Fee** .
      Company
      shall pay to Manager for all services rendered hereunder a monthly fee in the
      amount of $5,286 plus VAT per month payable in NIS at the highest of (i)
      according to the representative rate of the US dollar as set by the Bank of
      Israel or (ii) NIS 21,897 plus VAT payable by wire to the Manager at the first
      business day of each month for the preceding month.





2.2 **Car** .
      The
      Company shall provide Manager with use of an automobile and the Company shall
      pay for registration, gas, maintenance and insurance.









2.3 **Expenses** All
      expenses reasonably incurred by the Manager shall be reimbursed, together
      with any applicable sales and goods and services taxes, by the Company within
      10
      Business Days after presentation by the Manager of proper invoices and receipts
      in keeping with the policies of the Company as established from time to time.
      Major expenses, as Traveling (flights) Hotels Etc. will be ordered and paid
      by
      the Company in advance.





2.4 Manager
      shall be solely responsible for bearing and paying any and all taxes, duties,
      fees and/or other impositions that may be levied pursuant to relevant law upon
      Manager with regard to the provision of the Services under this Agreement,
      including, but not limited to medicare, social security, income tax and
      unemployment insurance.





**3.0** **Relationship**





3.1 The
      Manager shall perform the Services hereunder as an independent contractor to,
      and not as an employee of the Company.





3.2 Manager
      agrees to indemnify and hold Company harmless to the extent of any obligations
      imposed by law on Company to pay any withholding taxes, social security,
      unemployment or disability insurance or similar items in connection with any
      payment made to Manager by Company for the Services.





3.3 The
      parties hereby agree that in the event a court or tribunal having jurisdiction
      over the matter holds that the status of the Manager is that of an employee
      rather than an independent contractor, the monthly salary pursuant to this
      Agreement shall be 62% of the monthly compensation that the Manager is entitled
      to receive from Company under this Agreement (the “ **Reduced
      Compensation** ”).
      In
      the event that it is claimed by the Manager or held or ruled that the Manager
      was an employee of Company, the Manager shall return to Company all amounts
      paid
      to the Manager exceeding the Reduced Compensation. Nothing in this paragraph
      shall directly or by implication be construed or deemed to constitute the
      Manager an employee.




4.0 **Manager’s
      Representations and Warranties**




4.1 Manager
      represents that it is not a party to any existing agreement that would prevent
      it from entering into this Agreement. Manager agrees to segregate work done
      under this Agreement from all work done at, or for, any other company, and/or
      other commercial enterprises for which it may render services.




4.2 Manager
      warrants that (a) it/he is not and shall not be during the Management Period
      obligated under any other Management, employment, or other agreement which
      would
      affect Company’s rights or the duties of Manager under this Agreement, and (b)
      it/he shall not utilize during the Management Period any proprietary and/or
      confidential information of any third party.





4.3 **NDA** .
      The
      Parties shall enter into the non disclosure and non competition agreement
      attached hereto Exhibit A.




5.0 **Company’s
      representation & Warranties**




5.1 Company
      represents that it is not a party to any existing agreement that would prevent
      it from entering into this Agreement.





5.2 Company
      represents that it has all the assets, capital and  resources
      it needs, in order to fulfill its obligation by this agreement, include its
      obligation to pay the Manager's fees.





5.3 Company
      represents that this agreement and all its obligation are approved by the
      Company's board.





6.0 **Termination**




6.1 The
      Manager can terminate this Agreement for any reason upon 30 days notice.
      Subsequent to the end of the first Agreement year the Company can terminate
      this
      Agreement for any reason upon 90 days notice. The Company at its option may
      pay
      Manager the fees which would have been due and owing during any notice period
      and require the Manager to cease work at any time prior to the end of the notice
      period.




2




6.2 Ether
      party may terminate this Agreement effective upon written notice to the other
      if
      the other party violates any covenant, agreement, representation or warranty
      contained herein in any material respect or defaults or fails to perform any
      of
      its obligations or agreements hereunder in any material respect, which
      violation, default or failure is not cured within 15 business days after notice
      thereof from the non-defaulting party stating its intention to terminate this
      Agreement by reason thereof.




6.3 Upon
      termination for any reason, Manager shall be entitled to all expenses and the
      compensation set forth as the fee herein, prorated to the effective date of
      such
      termination.





6.4 Manager
      agrees to cooperate with Company and use his best efforts to assist the
      integration into Company’s organization of the person or persons who will assume
      Manager’s responsibilities and to transfer any and all material in Manager’s
      possession relating to Company, during a period of two weeks following the
      termination date, as Manager’s schedule permits. The Company shall compensate
      the Manager for such period pro rata to the fees paid under this
      Agreement.




7.0 **Miscellaneous**




7.1 **Severability** .
      If a
      court finds any provision of this Agreement invalid or unenforceable **** as
      applied to any circumstance, that provision shall be enforced to the maximum
      extent permitted by law, and the other provisions will remain in full force
      and
      effect.





7.2 **Notice.** All
      notices under this Agreement, for any purpose whatsoever, shall be in writing
      and delivered by electronic mail, or by facsimile transmittal, receipt
      acknowledged. The parties will be entitled to send back up notices by overnight
      courier service, in which case, notices shall be deemed delivered two business
      days following the day on which notice was given. For purposes of this Section,
      notices shall be addressed according to the details provided above and shall
      be
      deemed delivered on the day which delivery was made.





7.3 **No
      Assignment.** Neither
      the Company nor the Manager may assign this Agreement without the written
      consent of the other, and any attempted assignment without such consent shall
      be
      void.





7.4 **Governing
      Law and Jurisdiction.** This
      Agreement shall be governed by and enforced in accordance with the laws of
      Israel, and the courts of Tel - Aviv, shall have the exclusive jurisdiction
      over
      any dispute relating to this Agreement.





7.5 **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
      Agreement **.**





7.6 **Entire
      Agreement.** This
      Agreement together with the agreements and other documents to be delivered
      pursuant to this Agreement (or other agreements pertaining to Manager benefits,
      including, without limitation, stock option and bonus plan agreements),
      constitute the entire agreement between the parties pertaining to the subject
      matter of this Agreement and supersede all prior agreements, understandings,
      negotiations and discussions, whether oral or written, of the parties and there
      are no warranties, representations or other agreements between the parties
      in
      connection with the subject matter of this Agreement except as specifically
      set
      forth in this Agreement and any document delivered pursuant to this Agreement.
      No supplement, modification or waiver or termination of this Agreement shall
      be
      binding unless executed in writing by the party to be bound
      thereby.




7.7 **Sections
      and Headings.** The
      division of this Agreement into parts and sections and the insertion of headings
      are for convenience of reference only and shall not affect the construction
      or
      interpretation of this Agreement. The terms “this Agreement”, “hereof”,
“hereunder” and similar expressions refer to this Agreement and not to any
      particular article, section or other portion hereof and include any agreement
      or
      instrument supplemental or ancillary hereto. Unless something in the subject
      matter or context is inconsistent therewith, references herein to parts and
      sections are to parts and sections of this Agreement.




3




7.8 N **umber
      & Gender.** Words
      importing the singular number only shall include the plural and vice versa
      and
      words importing the masculine gender shall include the feminine and neuter
      genders and vice versa.




**7.9** **Currency.** Unless
      otherwise specified, all references herein to currency shall be references
      to
      currency of the United States of America.





7.10 **Business
      Day** :
      means a
      day other than a Saturday or Sunday or any statutory holiday in the United
      States of America or in Israel





7.10 **Calculation
      of Time.** When
      calculating the period of time within which or following which any act is to
      be
      done or step taken pursuant to this Agreement, the date which is the reference
      date in calculating such period shall be excluded. If the last day of such
      period is a non Business Day, the period in question shall end on the next
      Business Day.


****


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








**The
                Medical Exchange Inc.**By: /s/ Irit
              Reiner
            
            By: /s/ Jorge
              WolfName: _____________________
            
            **Jorge
                Wolf**







4





**Exhibit
      A**





*Confidentiality,
      Non-Compete; Poaching; Development Rights Agreement*





This
      agreement forms part of the Management Agreement being entered into by the
      Parties as of this date and all capitalized terms herein shall have the meaning
      set forth therein. The Company values the protection of its confidential
      information and proprietary materials essential to the survival of the Company.
      Therefore, as a mandatory condition of Manager’s agreement with the Company,
      Manager agrees to comply with the following provisions.





a. *Confidentiality*





(i) The
      term
      "Information" as used in this section means any and all confidential and
      proprietary information including but not limited to any and all specifications,
      formulae, prototypes, software design plans, computer programs, and any and
      all
      records, data, methods, techniques, processes and projections, plans, marketing
      information, materials, financial statements, memoranda, analyses, notes, and
      other data and information (in whatever form), as well as improvements and
      know-how related thereto, relating to the Company or its products. Information
      shall not include information that (a) was already known to or independently
      developed by the Manager prior to its disclosure as demonstrated by reasonable
      and tangible evidence satisfactory to the Company; (b) shall have appeared
      in
      any printed publication or patent or shall have become part of the public
      knowledge except as a result of breach of this Agreement by the Manager or
      similar agreements by other Company employees or service providers (c) shall
      have been received by the Manager from another person or entity having no
      obligation of confidentiality to the Company or (d) is approved in writing
      by
      the Company for release by the Manager.





(ii) Subject
      to the provisions of Section (iii) below, the Manager agrees to hold in trust
      and confidence all Information disclosed to Manager and further agrees not
      to
      exploit or disclose the Information to any other person or entity or use the
      Information directly or indirectly for any purpose other than for Manager’s work
      with the Company, unless otherwise consented to in writing by the
      Company.





(iii) The
      Manager agrees to disclose the Information only to persons necessary in
      connection with Manager’s work with the Company or who have undertaken the same
      confidentiality obligations set forth herein in favor of the Company. The
      Manager agrees to assume full responsibility for the confidentiality of the
      Information disclosed to Manager and to prevent its unauthorized disclosure,
      and
      shall take appropriate measures to ensure that such persons acting on his behalf
      are bound by a like covenant of secrecy.





(iv) The
      Manager acknowledges and agrees that the Information furnished hereunder is
      and
      shall remain proprietary to the Company. Unless otherwise required by statute
      or
      government rule or regulation, all copies of the Information, shall be returned
      to the Company immediately upon request without retaining copies thereof.





(v) The
      Manager acknowledges that the Company has received and in the future will
      receive from third parties confidential or proprietary information (whether
      or
      not so marked) (“Third Party 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. The Manager shall hold Third Party Information in
      the
      strictest confidence and will not disclose to anyone (other than Company
      personnel who need to know such information in connection with their work for
      the Company) or use, except in connection with my work for the Company, Third
      Party Information unless expressly authorized by an officer of the Company
      in
      writing.




5




b. *Non-Compete* ; *Poaching;
      Development Rights*





(i) Unless
      otherwise expressly consented to in writing by the Company, during the term
      of
      the Manager's work for the Company, and for a period of twelve (12) months
      following the date on which Manager's termination of work with the Company
      becomes effective, Manager will not, directly or indirectly, for his own account
      or as an manager, officer, director, employee, joint venture, shareholder,
      investor, or otherwise (except as an investor in a corporation whose stock
      is
      publicly traded and in which the Manager holds less than 5% of the outstanding
      shares) interest him/herself or engage, directly or indirectly, in the design,
      development, production, sale or distribution of any product or component that
      directly or indirectly competes with a product or component (i) being designed,
      produced, sold or distributed by the Company or any of its affiliates (ii)
      or to
      which the Company or any of its affiliates shall then have proprietary
      rights.




(ii) *Hiring
      of Company Managers* .
      During
      the term of the Manager's work for the Company, and for a period of twelve
      (12)
      months following the date on which Manager's termination of work with the
      Company becomes effective, the Manager shall not, except in the course of the
      performance of his duties hereunder or with the prior approval of the Board,
      in
      any way directly or indirectly, with respect to any person who to the Manager's
      knowledge was employed by the Company or its affiliates ("Company Employee")
      at
      any time during the period commencing 12 months prior to the date of the hiring
      of such Company Employee, hire or cause to be hired any Company Employee, or
      contract the services of any closely held private corporation or other entity
      in
      which such Company Employee is an officer or director or holds a 25% or greater
      equity ownership interest.




(iii) Manager's
      undertakings herein under this Section 6(b) shall be binding upon until the
      later of (i) the expiration of one year from the date of execution of this
      Agreement or (ii) the expiration of one year from the date the Manager last
      represented him/herself as an Manager, agent or representative of the Company
      or
      any of its affiliates, subsidiaries or successors.




(iv) Manager
      acknowledges that the restricted period of time specified under this Section
      6(b) are reasonable, in view of the nature of the business in which the Company
      is engaged and Manager's knowledge of the Company's business and products.
      If
      such a period of time or geographical location should be determined to be
      unreasonable in any judicial proceeding, then the period of time and area of
      restriction shall be reduced so that this Agreement may be enforced in such
      an
      area and during such a period of time as shall be determined to be reasonable
      by
      such judicial proceeding.




(v) *Development
      Rights* .
      The
      Manager agrees and declares that all proprietary information including but
      not
      limited to trade secrets, know-how, patents and other rights in connection
      therewith developed by or with the contribution of Manager's efforts during
      his
      work with the Company shall be the sole property of the Company. Manager shall
      keep and maintain adequate and current records (in the form of notes, sketches,
      drawings and in any other form that may be required by the Company) of all
      such
      proprietary information developed by Manager. Manager shall at Company's request
      do all things and execute all documents as Company may reasonably require to
      vest in Company the rights and protection herein referred to. It is hereby
      acknowledged and agreed that the fees payable under this Agreement also
      constitutes sufficient consideration for the Manager's obligation
      hereunder





Agreed
      to
      by the Parties as of the 15 day of May 2007.






**IDO
                Security Ltd.**By: _________________________
            
            By: _________________________Name: _____________________
            
            **Jorge Wolf**By: _________________________Name:
                ____________________





6