**Exhibit
      10.5**





**MANAGEMENT
      AGREEMENT**





**THIS
      AGREEMENT** is
      entered into as of the 1st day of July 2007, by and between IDO Security Ltd.,
      an Israeli company, (the “ **Company** ”),
      and
      Henry Shabat Ltd. ,
      a
      company incorporated under the laws of Israel with
      offices at Kfar Truman, 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 to provide a chief operating officer to
      the
      Company upon the terms and conditions contained herein and the Manager accepts
      such appointment. All services to be provided hereunder by the Manager shall
      be
      provided solely by Henri Shabat (the “COO”).




1.2 **Term** .
      This
      Agreement shall continue for an initial term of one year (the “Initial Term”)
      unless terminated in accordance with the provisions of this Agreement. This
      Agreement shall be renewed for successive one 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
      COO
      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 COO's position, which are from time to time assigned to him
      by
      the Chairman of the board, in writing. Until further notice the Manager shall
      report to Jorge Wolf.





1.4 **Scope
      of Service** .
      The COO
      shall devote 75% of his time , attention and ability during regular business
      days, Sunday through Thursday, to the business of the Company and shall well
      and
      faithfully serve the Company and shall use his best efforts to promote the
      interests of the Company. The COO acknowledges that his duties may involve
      travel and the COO agrees, subject to reasonable prior coordination, to travel
      as reasonably required in order to fulfill his duties.





1.5 During
      the term of this Agreement, the COO 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 the Manager for all services rendered hereunder a monthly fee
      in
      the amount of $6,000 plus VAT per month payable in NIS according to the
      representative rate of the US dollar as set by the Bank of Israel, payable
      by
      wire to the Manager at the first business day of each month for the preceding
      month.





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





2.2 **Stock
      Option Plan** .
      The
      Company’s parent company, IDO Security Inc., ("IDO") will adopt a stock option
      plan and will have the said plan approved in Israel pursuant to section 102
      of
      the Tax Ordinance (the “Approved Plan”). The Manager shall be granted options
      for 80,000 shares of Common Stock of IDO, in the aggregate, which shall vest
      and
      be exercisable in installments of 10,000 shares at the end of each ninety day
      period commencing from the date of this Agreement,. The options shall be
      exercisable, in whole or in part upon Manager 's sole discretion, for a period
      of five years from the date of hereof provided that if Manager is terminated
      for
      cause all vested options must be exercised within 90 days of termination. The
      options shall have standard split protection. The per share exercise price
      of
      the options shall be as follows:









10,000
                Shares per traunch
            
            
            1st
            
            
            2nd
            
            
            3rd
            
            
            4th
            
            
            5th
            
            
            6th
            
            
            7th
            
            
            8thPer
                share price
            
            $
            0.50
            
            $
            0.75
            
            $
            1.25
            
            $
            1.75
            
            $
            2.15
            
            $
            2.85
            
            $
            3.25
            
            $
            3.50




Subject
      to this Agreement being in force the Company shall file a registration statement
      (Form S 8)for all the shares under its employee stock plan by September 30,
      2007.





In
      the
      event that Company or IDO grant to employees or directors or consultants or
      managers (other then related to financings or investments in the Company or
      its
      affiliates) options at a lower exercise price then Manager’s options which have
      not yet vested as contained above, the Manager’s unvested options shall
      automatically be re-priced at such lower exercise price. This section shall
      not
      apply to options granted to members of Company’s or its affiliates’ board of
      directors as of the date hereof.





The
      Parties acknowledge that the above options have been agreed to prior to any
      stock split and that the issued and outstanding shares of common stock the
      Company prior to the split is approximately 10,800,000





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 COO
      and
      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 or COO 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/COO shall perform the services hereunder as an independent contractor
      to, and not as an employee of the Company.





3.2 The
      Manager and COO agree 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 Service.





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 COO or 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 COO or Manager or held or ruled that the
      COO
      or 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 or COO an employee.




2




4.0 **COO’s
      and Manager’s Representations and Warranties**




4.1 COO
      and
      Manager represent that it is not a party to any existing agreement that would
      prevent it from entering into this Agreement. COO and Manager agree 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 COO
      and
      Manager warrant that (a) it/he is not and shall not be during the term of this
      Agreement be obligated under any other or other agreement which would affect
      Company’s rights or the duties of Manager or COO under this Agreement, and (b)
      it/he shall not utilize during the term of this Agreement 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.




4.4 **IDO
      Policies; Lock-Ups.** During
      the term of this agreement, the Manager shall be subject to all company policies
      established by the Board of Directors of IDO, including without limitation,
      insider trading policies. Additionally, if requested to sign any instrument
      that
      would ‘lock-up’ or otherwise restrict the Manager from selling or otherwise
      disposing of any IDO securities held by him in connection with a contemplated
      IDO financing, then the Manager agrees to sign such instrument and otherwise
      take any other action and sign any other instrument reasonably requested to
      reflect his agreement. Notwithstanding the foregoing, in all cases such insider
      trading policies, other restrictions on transfer of securities or other company
      policies shall terminate as of the close of business on the 90 th day
      after the termination of the Manager’s relationship with the Company under this
      Agreement; provided that Manager understands that the foregoing in no way
      absolves him of his responsibility for any actions taken after such 90 day
      period in violation of any relevant applicable law.




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 and
      the
      Company can terminate this Agreement for any reason upon 60 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.




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 in section 2.1 herein, prorated to the
      effective date of such termination.





6.4 COO
      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
      COO’s responsibilities and to transfer any and all material in COO’s possession
      relating to Company, during a period of two weeks following the termination
      date, as COO’s schedule permits. The Company shall compensate the COO for such
      period pro rata to the fees paid under this Agreement.




3




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 COO 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.





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 Friday or Saturday or any statutory holiday 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.




4




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








**IDO
      Security Ltd.**





By:
      /s/ Irit
      Reiner





Name:
      Director









_________________________ Print
      Name of Manager










**Signature:
      /s/ Henry
      Shabat**





**Name:
      Henry Shabat**





**Title:**








I
      agree
      to be bound by the terms of the above Agreement.








____________________


**Henry
      Shaba**








5





**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 and COO’s agreement with the
      Company, COO and 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 or COO 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 COO or similar agreements by other Company employees or service providers
      (c)
      shall have been received by the Manager or COO 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 or COO.





(ii) Subject
      to the provisions of Section (iii) below, the Manager and COO agree to hold
      in
      trust and confidence all Information disclosed to the Manager or COO 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 and COO’s work with the Company, unless otherwise consented to in
      writing by the Company.





(iii) The
      Manager and COO agree to disclose the Information only to persons necessary
      in
      connection with Manager’s and COO’s work with the Company or who have undertaken
      the same confidentiality obligations set forth herein in favor of the Company.
      The Manager and COO agree to assume full responsibility for the confidentiality
      of the Information disclosed to Manager or COO 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 and COO acknowledge and agree 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 and COO acknowledge 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 and COO 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.




6




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




(i) Unless
      otherwise expressly consented to in writing by the Company, during the term
      of
      the Manager’s or COO's work for the Company, and for a period of twelve (12)
      months following the date on which Manager’s or COO's termination of work with
      the Company becomes effective, Manager or COO will not, directly or indirectly,
      for his own account or as an employee, officer, director, joint venture,
      shareholder, investor, or otherwise (except as an investor in a corporation
      whose stock is publicly traded and in which the Manager or COO 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 Employees* .
      During
      the term of the Manager’s and COO's work for the Company, and for a period of
      twelve (12) months following the date on which Manager’s or COO's termination of
      work with the Company becomes effective, the Manager or COO 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 or COO's knowledge was employed or retained 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) Manger’s
      and COO'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
      or
      COO last represented him/herself as an employee, agent or representative of
      the
      Company or any of its affiliates, subsidiaries or successors.







(iv) Manager
      and COO 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 and COO'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.










[remainder
      of page left blank]





7







(v) *Development
      Rights* .
      The
      Manager and COO 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 or COO's
      efforts during his work with the Company shall be the sole property of the
      Company. Manager and COO 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 or COO. Manager and COO 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 and COO's obligation hereunder





Agreed
      to
      by the Parties as of the 1st day of July 2007.





**IDO
      Security Ltd.**





By:
      /s/
      Irit Reiner





Name:
      _____________________

















/s/
      Henry
      Shabat


**Henry
      Shabat**




8