**EXHIBIT
      10.4**




**EMPLOYMENT
      AGREEMENT**




**THIS
      AGREEMENT** is made
      as of June 1, 2007




B
      E T W E
      E N:




**IDO
      SECURITY INC.** ,
      a
      Company incorporated under the laws of Nevada.




(the
      " **Company** ")




and
      -




**MICHAEL
      GOLDBERG**




(the
      " **Employee** ")









CONTEXT
      OF THIS AGREEMENT




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




B. The
      Company wishes to employ the Employee upon the terms and conditions as set
      out
      herein.




**FOR
      VALUE
      RECEIVED** ,
      the
      sufficiency of which is acknowledged, the parties agree as follows:




**PART
      1**


**INTERPRETATION**




1.1 **Definitions** .
      In this
      Agreement, the following terms shall have the following meanings:




" **Agreement** "
      means
      this agreement and all schedules attached hereto and all amendments made hereto
      and thereto in writing by the parties.




" **Business
      Day** "
      means a
      day other than a Saturday, Sunday or statutory holiday in the State of New
      York.




" **Person** "
      includes individuals, companies, limited partnerships, general partnerships,
      joint stock companies, joint ventures, associations, companies, trusts or other
      organizations, whether or not legal entities.









1.2 **Entire
      Agreement** .
      This
      Agreement together with the agreements and other documents to be delivered
      pursuant to this Agreement (or other agreements pertaining to employee 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.




1.3 **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.




1.4 **Number
      & 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.




1.5 **Applicable
      Law** .
      This
      Agreement shall be construed and enforced in accordance with the laws of the
      State of New York applicable therein.




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




1.7 **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.




**PART
      2**


**APPOINTMENT
      AND DUTIES**




2.1 **Appointment** .
      The
      Company agrees to employ the Employee as its President and interim chief
      executive officer upon the terms and conditions contained herein and the
      Employee accepts such appointment.




2.2 **Term** .
      The
      employment of the Employee hereunder shall commence on the date hereof and
      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 Employee 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.




2




2.3 **Duties
      and Reporting** .
      The
      Employee will report directly to the chairman of the board of directors of
      the
      Company and shall carry out all duties and responsibilities which are from
      time
      to time assigned to him by the board of directors.




**PART
      3**


**BENEFITS
      & EXPENSES**




3.1 **Gross
      Salary** .
      During
      the term hereof, and subject to the performance of the services required to
      be
      performed hereunder by Employee, the Company shall pay to the Employee for
      all
      services rendered hereunder, as salary, payable not less often than once per
      month and in accordance with the Company 's normal and reasonable payroll
      practices, a monthly gross amount equal to U.S. $16,500 (the "Gross Salary").
      Until the Company receives permanent financing, $4,500 from each Gross Salary
      payment shall be deferred.





3.2 **Cell
      Phone** .
      Company
      shall provide Employee with a cell phone and pay for its maintenance and use.





3.3 **Benefits** .
      The
      Employee shall be entitled to participate in all of the Company's benefit plans
      generally available to its senior level employees from time to time.




3.4 **Expenses** All
      expenses reasonably incurred by the Employee shall be reimbursed, together
      with
      any applicable sales and goods and services taxes, by the Company within 10
      Business Days after presentation by the Employee of proper invoices and receipts
      in keeping with the policies of the Company as established from time to time.




3.5 **Options** .
      The
      Company intends to adopt a stock option plan by July 15, 2007. The Employee
      shall be entitled to participate in the Company stock option plan, pursuant
      to
      which he will be granted options for 1,200,000 shares of Common Stock of the
      Company, in the aggregate, which shall vest and be exercisable as follows:
      the
      first 525,000 shares of Common Stock shall be fully vested and exercisable
      at
      $0.17 per share at the time of grant and the balance shall, during the term
      of
      this Agreement, vest and be exercisable in instalments of 84,375 shares at
      the
      end of each ninety day period commencing from the date of this Agreement. The
      vested options shall be exercisable, in whole or in part upon Employee's sole
      discretion, for a period of seven years from the date of this agreement provided
      that if Consultant 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:





84,375
                Shares per traunch
            
            
            1st
            
            
            2nd
            
            
            3rd
            
            
            4th
            
            
            5th
            
            
            6th
            
            
            7th
            
            
            8thPer
                share exercise price
            
            $
            0.25
            
            $
            0.42
            
            $
            0.58
            
            $
            0.72
            
            $
            0.95
            
            $
            1.08
            
            $
            1.17
            
            $
            1.25





3





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





In
      the
      event that Company or its subsidiary, IDO Security Ltd. grants 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
      than Employee's options which have not yet vested as contained above, the
      Employee’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 this date.





3.6 **Vacation** .
      The
      Employee shall be entitled to an aggregate of twenty (20) business days of
      vacation per contract year, to be taken at times that are mutually agreeable
      to
      the parties. The Employee shall take paid vacation (as part of the twenty days
      mentioned herein) during Rosh Hashanah, Yom Kippur, Sukkot, Pesach and Shavuot
      excluding Chol Hamoed, where such Jewish holidays occur on business days.
      Vacation days shall be prorated for any portion of a year to the date of
      termination. Vacation days not used in one year may be carried forward or
      accumulated for use by Employee in subsequent years.




3.9 **Withholding
      Tax** Company
      shall withhold, or charge Employee with, all taxes and other compulsory payments
      as required under applicable law with respect to all payments, benefits and/or
      other compensation paid to Employee in connection with his employment with
      Company.





**PART
      4**


**EMPLOYEE'S
      COVENANTS**




4.1 **Service** .
      The
      Employee shall devote ninety (90%) percent of his time, attention and ability
      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 Employee
      appreciates that the Employee's duties may involve significant travel from
      the
      Employee's place of employment, and the Employee agrees to travel as reasonably
      required in order to fulfill the Employee's duties. The Employee may sit on
      boards of other companies unless there is a reasonable basis upon which the
      Company may deny him the right to do so.




4.2 **Duties
      and Responsibilities** .
      The
      Employee shall duly and diligently perform all the duties assigned to him while
      in the employ of the Company, and shall truly and faithfully account for and
      deliver to the Company all money, securities and things of value belonging
      to
      the Company which the Employee may from time to time receive for, from or on
      account of the Company.




4.3 **Rules
      and Regulations** .
      The
      Employee shall be bound by and shall faithfully observe and abide by all the
      rules and regulations of the Company, including insider trading policies and
      underwriter lock ups, from time to time in force which are brought to his
      notice.




4




**PART
      5**


**CONFIDENTIAL
      INFORMATION AND DEVELOPMENTS**




5.1 " **Confidential
      Information** "
      means
      information, whether or not originated by the Employee, that relates to the
      business or affairs of the Company, its affiliates, clients or suppliers and
      is
      confidential or proprietary to, about or created by the Company, its affiliates,
      clients, or suppliers. Confidential Information includes, but is not limited
      to,
      the following types of confidential information and other proprietary
      information of a similar nature (whether or not reduced to writing or designated
      or marked as confidential):




(i)
            work
                product resulting from or related to work or projects performed for
                or to
                be performed for the Company or its affiliates, including but not
                limited
                to, the interim and final lines of inquiry, hypotheses, research
                and
                conclusions related thereto and the methods, processes, procedures,
                analysis, techniques and audits used in connection therewith;(ii)
            computer
                software of any type or form and in any stage of actual or anticipated
                development, including but not limited to, programs and program modules,
                routines and subroutines, procedures, algorithms, design concepts,
                design
                specifications (design notes, annotations, documentation, flowcharts,
                coding sheets, and the like), source code, object code and load modules,
                programming, program patches and system designs;(iii)
            information
                relating to developments (as hereinafter defined) prior to any public
                disclosure thereof, including but not limited to, the nature of the
                developments, production data, technical and engineering data, test
                data
                and test results, the status and details of research and development
                of
                products and services, and information regarding acquiring, protecting,
                enforcing and licensing proprietary rights (including patents, copyrights
                and trade secrets);(iv)
            internal
                Company personnel and financial information, vendor names and other
                vendor
                information, purchasing and internal cost information, internal services
                and operational manuals, and the manner and method of conducting
                the
                Company's business;(v)
            marketing
                and development plans, price and cost data, price and fee amounts,
                pricing
                and billing policies, quoting procedures, marketing techniques and
                methods
                of obtaining business, forecasts and forecast assumptions and volumes,
                and
                future plans and potential strategies of the Company that have been
                or are
                being discussed; and(vi)
            all
                information that becomes known to the Employee as a result of employment
                that the Employee, acting reasonably, believes is confidential information
                or that the Company takes measures to
                protect.




5




5.2 Confidential
      Information does not include:




(i)
            the
                general skills and experience gained during the Employee's employment
                or
                engagement with the Company that the Employee could reasonably have
                been
                expected to acquire in similar employment or engagements with other
                companies;(ii)
            information
                publicly known without breach of this Agreement or similar agreements;
                or(iii)
            information,
                the disclosure of which is required to be made by any law, regulation,
                governmental authority or court (to the extent of the requirement),
                provided that before disclosure is made, notice of the requirement
                is
                provided to the Company, and to the extent of the requirement, (to
                the
                extent reasonably possible in the circumstances) the Company is afforded
                an opportunity to dispute the
                requirement.




5.3 " **Developments** "
      means
      all discoveries, inventions, designs, works of authorship, improvements and
      ideas (whether or not patentable or copyrightable) and legally recognized
      proprietary rights (including, but not limited to, patents, copyrights,
      trademarks, topographies, know how and trade secrets), and all records and
      copies of records relating to the foregoing, that relates solely to the
      Company's business and improvements and modifications to it:




(i)
            result
                or derive from the Employee's employment or from the Employee's knowledge
                or use of Confidential Information;(ii)
            are
                conceived or made by the Employee (individually or in collaboration
                with
                others) during the term of the Employee's employment by the
                Company;(iii)
            result
                from or derive from the use or application of the resources of the
                Company
                or its affiliates; or(iv)
            relate
                to the business operations of or actual or demonstrably anticipated
                research and development by the Company or its
                affiliates.




For
      greater certainty, discoveries, inventions, designs, works of authorship,
      improvements and ideas (whether or not patentable or copyrightable) of the
      Employee that do not relate to the business of the Company are not the subject
      matter of this Agreement.




**PART
      6**


**NO
      CONFLICTING OBLIGATIONS**




6.1 The
      Employee warrants to the Company that:




(i)
            the
                performance of the Employee's duties as an employee of the Company
                will
                not breach any agreement or other obligation to keep confidential
                the
                proprietary information of any other party; and(ii)
            the
                Employee is not bound by any agreement with or obligation to any
                other
                party that conflicts with the Employee's obligations as an employee
                of the
                Company or that may affect the Company's interest in the
                Developments.




6




6.2 The
      Employee will not, in the performance of the Employee's duties as an employee
      of
      the Company:




(i)
            improperly
                bring to the Company or use any trade secrets, confidential information
                or
                other proprietary information of any other party; or(ii)
            knowingly
                infringe the intellectual property rights of any other
                party.




**PART
      7**


**COMPETITION
      AND SOLICITATION**




7.1 **Definitions** .




" **Competitive
      Business** "
      means
      any business that supplies products or services competitive with those then
      supplied by the Company or which the Company was contemplating supplying when
      the Employee was employed by the Company.




" **Employment
      Period** "
      means
      the period during which the Employee is employed by the  Company.




" **Termination
      Date** "
      means
      the date that the Employee's employment with the Company is  terminated
      or expires in accordance with Section 2.2 or Part 12.




7.2 **Non-Competition.** The
      Employee acknowledges that employment by the Company will give the Employee
      access to the Confidential Information, and that the Employee's knowledge of
      the
      Confidential Information will enable the Employee to put the Company at a
      significant competitive disadvantage if the Employee is employed or engaged
      by
      or becomes involved in a Competitive Business. Accordingly, during the
      Employment Period and for one year after the Termination Date, the Employee
      will
      not, directly or indirectly, individually or in partnership or in conjunction
      with any other Person:




(i)
      be
      engaged, directly or indirectly, in any manner whatsoever, including, without
      limitation, either individually or in partnership, jointly or in conjunction
      with any other person, or as an employee, consultant, adviser, principal, agent,
      member or proprietor in any Competitive Business;





(ii)
      be
      engaged, directly or indirectly, in any manner whatsoever, including, without
      limitation, either individually or in partnership, jointly or in conjunction
      with any other person, or as an employee, consultant, adviser, principal, agent,
      member or proprietor in any Competitive Business in a capacity in which the
      loyal and complete fulfilment of the Employee's duties to that Competitive
      Business would (i) inherently require that the Employee use, copy or transfer
      Confidential Information, or (ii) make beneficial any use, copy or transfer
      of
      Confidential Information; or




7




(iii)
      advise, invest in, lend money to, guarantee the debts or obligations of, or
      otherwise have any other financial or other interest (including an interest
      by
      way of royalty or other compensation arrangements) in or in respect of any
      Person which carries on a Competitive Business.





The
      restriction in Subsection 7.2 (iii) will not prohibit the Employee from holding
      not more than 5% of the issued shares of a public company listed on any
      recognized stock exchange or traded on any *bona
      fide* "over
      the counter" market anywhere in the world.





For
      greater certainty, the Employee's obligations under this Section are in addition
      to the obligations respecting disclosure and use of Confidential Information
      in
      Part 8.





7.3 **No
      Solicitation of Clients and Suppliers** .
      The
      Employee acknowledges the importance to the business carried on by the Company
      of the client and supplier relationships developed by it and the unique
      opportunity that the Employee's employment and the Employee's access to the
      Confidential Information offers to interfere with these relationships.
      Accordingly, the Employee will not during the Employment Period and for a period
      of 12 months thereafter directly or indirectly, contact or solicit any person
      who the Employee knows to be a prospective, current or former client or supplier
      of Company (who, in the case of a former client or supplier of the Company,
      has
      had dealings with the Company at any time during the 12 month period immediately
      prior to the end of the Employment Period) for the purpose of selling to the
      client or buying from the supplier any products or services that are the same
      as
      or substantially similar to, or in any way competitive with, the products or
      services sold or purchased by Company during the Employee's employment or at
      the
      end thereof, as the case may be.




7.4 **No
      Solicitation of Employees** .
      The
      Employee acknowledges the importance to the business carried on by the Company
      of the human resources engaged and developed by it and the unique access that
      the Employee's employment offers to interfere with these resources. Accordingly,
      the Employee will not during the Employment Period and for a period of 2 years
      thereafter, induce or solicit, attempt to induce or solicit or assist any third
      party in inducing or soliciting any employee or consultant of the Company,
      to
      leave the Company or to accept employment or engagement elsewhere.




7.5 **Independent
      Covenants** .
      Each of
      Subsections 7.2 and 7.3 will be construed as constituting obligations
      independent of any other obligations in this Agreement. The existence of any
      claim or cause of action the Employee may have or assert against the Company,
      whether based on this Agreement or otherwise, will not constitute a defence
      to
      the enforcement by the Company of any of the covenants and agreements in the
      foregoing sections.




**PART
      8**


**CONFIDENTIAL
      INFORMATION**




8.1 **Protection
      of Confidential Information** .
      All
      Confidential Information, whether it is developed by the Employee during the
      Employment Period or by others employed or engaged by or associated with the
      Company or its affiliates or clients, is the exclusive and confidential property
      of the Company or its affiliates or clients, as the case may be, and will at
      all
      times be regarded, treated and protected as such, as provided in this
      Agreement.




8




8.2 **Covenants
      Respecting Confidential Information** .
      As a
      consequence of the acquisition of Confidential Information, the Employee will
      occupy a position of trust and confidence with respect to the affairs and
      business of the Company and its affiliates and clients. In view of the
      foregoing, it is reasonable and necessary for the Employee to make the following
      covenants regarding the Employee's conduct during and subsequent to the
      Employee's employment by the Company.




8.3 **Non
      Disclosure** .
      At all
      times during and subsequent to the Employee's employment with the Company,
      the
      Employee will not disclose Confidential Information to any Person (other than
      as
      necessary in carrying out the Employee's duties on behalf of the Company)
      without first obtaining the Company's consent, and the Employee will take all
      reasonable precautions to prevent inadvertent disclosure of any Confidential
      Information. This prohibition includes, but is not limited to, disclosing or
      confirming the fact that any similarity exists between the Confidential
      Information and any other information.




8.4 **Using,
      Copying, etc** .
      At all
      times during and subsequent to the Employee's employment with the Company,
      the
      Employee will not use, copy, transfer or destroy any Confidential Information
      (other than as necessary in carrying out the Employee's duties on behalf of
      the
      Company) without first obtaining the Company's consent, and the Employee will
      take all reasonable precautions to prevent inadvertent use, copying, transfer
      or
      destruction of any Confidential Information. This prohibition includes, but
      is
      not limited to, licensing or otherwise exploiting, directly or indirectly,
      any
      products or services that embody or are derived from Confidential Information
      or
      exercising judgment or performing analysis based upon knowledge of Confidential
      Information.




8.5 **Return
      of Confidential Information** .
      Within
      2 Business Days after the termination of the Employee's employment on any basis
      and of receipt by the Employee of the Company's written request, the Employee
      will promptly deliver to the Company all property of or belonging to or
      administered by Company including without limitation all Confidential
      Information that is embodied in any physical or ephemeral form, whether in
      hard
      copy or on magnetic media, and that is within the Employee's possession or
      under
      the Employee's control.




8.6 **Obligations
      Continue** .
      The
      Employee's obligations under this Part 8 are to remain in effect in
      perpetuity.




**PART
      9**


**INTELLECTUAL
      PROPERTY**




9.1 **Ownership** .
      All
      Developments will be the exclusive property of the Company and the Company
      will
      have sole discretion to deal with Developments. For greater certainty, all
      work
      done during the Employment Period by the Employee for the Company or its
      affiliates is a work for hire of which the Company or its affiliate, as the
      case
      may be, is the first author for copyright purposes and in respect of which
      all
      copyright will vest in the Company or the relevant affiliate, as the case may
      be.




9




9.2 **Records** .
      The
      Employee will keep complete, accurate and authentic notes, reference materials,
      data and records of all Developments in the manner and form requested by the
      Company. All these materials will be Confidential Information upon their
      creation.




9.3 **Moral
      Rights** .
      The
      Employee hereby irrevocably waives all moral rights arising under statute in
      any
      jurisdiction or under common law which the employee may have now or in the
      future with respect to the Developments, including, without limitation, any
      rights the Employee may have to have the Employee's name associated with the
      Developments or to have the Employee's name not associated with the
      Developments, any rights the Employee may have to prevent the alteration,
      translation or destruction of the Developments, and any rights the Employee
      may
      have to control the use of the Developments in association with any product,
      service, cause or institution. The Employee agrees that this waiver may be
      invoked by the Company, and by any of its authorized agents or assignees, in
      respect of any or all of the Developments and that the Company may assign the
      benefit of this waiver to any Person.




9.4 **Further
      Assurances** .
      The
      Employee will do all further things that may be reasonably necessary or
      desirable in order to give full effect to the foregoing. If the Employee's
      co-operation is required in order for the Company to obtain or enforce legal
      protection of the Developments following the termination of the Employee's
      employment, the Employee will provide that co-operation so long as the Company
      pays to the Employee reasonable compensation for the Employee's time at a rate
      to be agreed, provided that the rate will not be less than the last base salary
      or compensation rate paid to the Employee by the Company during the Employee's
      employment.




**PART
      10**


**CONSENT
      TO ENFORCEMENT**




The
      Employee confirms that all restrictions in Part 8 and 9 are reasonable and
      valid
      and all defences to the strict enforcement thereof by the Company are waived
      by
      the Employee. Without limiting the generality of the forgoing, the Employee
      hereby consents to an injunction being granted by a court of competent
      jurisdiction in the event that the Employee is in any breach of any of the
      provisions stipulated in Part 8 and 9. The Employee hereby expressly
      acknowledges and agrees that injunctive relief is an appropriate and fair remedy
      in the event of a breach of any of the said provisions.




**PART
      11**


**WARRANTIES,
      COVENANTS AND REMEDIES**




11.1 The
      obligations of the Employee as set forth in Parts 6 through 9 will be deemed
      to
      have commenced as of the date on which the Employee was first employed by
      Company. The Employee warrants that the Employee has not, to date, breached
      any
      of the obligations set forth in any of those Sections. Any breach or threatened
      breach of those sections by the Employee will constitute Just Cause for
      immediate termination of the Employee's employment or engagement by the
      Company.




10




11.2 The
      Employee understands that the Company has expended significant financial
      resources in developing its products and the Confidential Information.
      Accordingly, a breach or threatened breach by the Employee of any of Parts
      6
      through 9 could result in unfair competition with the Company and could result
      in the Company and its shareholders suffering irreparable harm that is not
      capable of being calculated and that cannot be fully or adequately compensated
      by the recovery of damages alone. Accordingly, the Employee agrees that the
      Company will be entitled to interim and permanent injunctive relief, specific
      performance and other equitable remedies, in addition to any other relief to
      which the Company may become entitled.




11.3 The
      Employee's obligations under each of Parts 6 through 9 are to remain in effect
      in accordance with each of their terms and will exist and continue in full
      force
      and effect despite any breach or repudiation, or alleged breach or repudiation,
      of this Agreement or the Employee's employment (including, without limitation,
      the Employee's wrongful dismissal) by the Company.




**PART
      12**


**TERMINATION**




12.1 **Termination
      by the Employee** .
      The
      Employee may terminate this Agreement upon 60 Business Days prior written notice
      given by the Employee to the Company. The Company, at its sole discretion,
      may
      elect to accept the 60 Business Days written notice or to reduce or eliminate
      the notice period. In such event, the Employee's employment shall terminate
      on
      the earlier day elected by the Company. Such election on the part of the Company
      will not alter the nature of the termination as voluntary and the Company will
      not be required to pay any severance or termination payments in respect of
      a
      termination by the Employee under this Section 12.1. Upon the termination of
      employment by the Employee under this Section 12.1 the Company shall pay to
      the
      Employee all bonuses and other benefits earned or accrued up to the date of
      termination, but otherwise all obligations of the Company under this Agreement
      shall end.




12.2 **Definition
      of "Just Cause"** .
      "Just
      Cause" means:




(i)
      Employee’s conviction of, or plea of nolo contendere, to any felony or to a
      crime involving moral depravity or fraud; (ii) Employee’s commission of an act
      of dishonesty or fraud or breach of fiduciary duty or act that has a material
      adverse effect on the name or public image of the Company, as determined by
      the
      Board provided the Board affords the Employee the opportunity to personally
      appear before the Board in order to state his case prior to the Board voting
      to
      so terminate the Employee; (iii) Employee’s commission of an act of willful
      misconduct or gross negligence, as determined by the Board provided the Employee
      shall have the opportunity to state his case before the Board prior to the
      Board
      taking such decision to so terminate the Employee; (iv) the failure of Employee
      to perform his duties under this Agreement; (v) the material breach of any
      of
      Employee’s material obligations under this Agreement; (vi) the failure of
      Employee to follow a directive of the Board; or (vii) excessive absenteeism,
      chronic alcoholism or any other form of addiction that prevents Employee from
      performing the essential functions of his position with or without a reasonable
      accommodation; provided , however ,
      that
      the Company may terminate Employee’s employment for Just Cause, as to (iv) or
      (v) above, only after failure by Employee to correct or cure, or to commence
      or
      to continue to pursue the correction or curing of, such conduct or omission
      within ten (10) days after receipt by Employee of written notice by the Company
      of each specific claim of any such misconduct or failure.




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12.3 **Termination
      by the Company for Just Cause** .
      The
      Company may terminate this Agreement at any time for Just Cause without notice
      and (except as provided in the immediately following sentence) without payment
      of any compensation by way of anticipated earnings, damages, or other relief
      of
      any kind whatsoever. Upon the termination of employment by the Company for
      Just
      Cause, the Company shall pay to the Employee all salaries, bonuses, vacation
      and
      other benefits, if any, earned or accrued up to the date of termination, and
      severance pay as set out Section 3.2, but otherwise all obligations of the
      Company under this Agreement end.




12.4 **Termination
      by the Company for Other Than Just Cause** .
      The
      Company may terminate this Agreement at any time for other than Just Cause
      upon
      the following terms:




(a)
            (i)
                if the Company so terminates this Agreement at any time during the
                Initial
                Term of this Agreement, the Company shall pay to the Employee an
                amount
                equal to the base salary then payable, if any, for the period from
                the
                date of such termination to the end of the Initial Term as if the
                Agreement had not been so terminated, and (ii) if the Company so
                terminates this Agreement at any time during a Renewal Term of this
                Agreement, the Company shall pay to the Employee an amount equal
                to the
                base salary then payable, if any, for a period of three months;
                and(b)
            upon
                any such termination, all bonuses or other benefits earned or accrued
                up
                to the date of termination or expiry shall be paid by the Company,
                but
                except for such payments and the payments to be made pursuant to
                Sections
                12.4(a) or (b), as applicable, all obligations of the Company under
                this
                Agreement shall end upon such termination or failure to renew. Payments
                under Sections 12.4(a) or (b) shall be payable monthly subject to
                deductions in Section 3.4.




12.5 **Termination
      by the Employee for Good Reason** .
      The
      Employee may terminate this Agreement at any time upon the occurrence of any
      of
      the following events (each a " **Good
      Reason** "),
      if
      such occurrence takes place without the express written consent of the
      Employee:




(i)
            a
                change in the Employee's title or position or a material diminution
                in the
                Employee's duties or the assignment to the Employee of duties which
                materially impairs the Employee's ability to function in his current
                capacity for the Company, or, with respect an assignment of duties
                only,
                is materially inconsistent with his duties;(ii)
            any
                material change in the Employee's direct reporting obligations;




provided
      that this section 12.5 shall not apply with respect Employee’s position as
      interim chief executive officer or lessening of duties as a result of Company
      retaining a permanent CEO.




In
      the
      event that the Employee terminates this Agreement for Good Reason, he shall
      be
      entitled to the same payments and benefits as provided in Section 12.4 of this
      Agreement as if the Company had terminated this Agreement at the time that
      the
      Employee terminates this Agreement under this Section 12.5.




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12.6 **Full
      and Final Release** .
      In
      order to be eligible for the payments as set forth in this Section 12 the
      Employee must (i) execute and deliver to the Company a general release, in
      a
      form satisfactory to the Company, and (ii) be and remain in full compliance
      with
      his obligations under this Agreement.




12.7 **Fair
      and Reasonable** .
      The
      parties confirm that the provisions contained in Sections 12.4 and 12.5 are
      fair
      and reasonable and that all such payments shall be in full satisfaction of
      all
      claims which the Employee may otherwise have at law against the Company
      including, or in equity by virtue of such termination of
      employment.




12.8 **Return
      of Property** .
      Upon
      the termination of the Employee's employment for any reason whatsoever, the
      Employee shall at once deliver or cause to be delivered to the Company all
      books, documents, effects, money, computer equipment, computer storage media,
      securities or other property belonging to the Company or for which the Company
      is liable to others, which are in the possession, charge, control or custody
      of
      the Employee.




12.9 **Provisions
      Which Operate Following Termination** .
      Notwithstanding any termination of this Agreement for any reason whatsoever,
      provisions of this Agreement necessary to give efficacy thereto shall continue
      in full force and effect.




12.10 **Board** .
      Notwithstanding the foregoing, the termination of Employee’s employment
      hereunder for any reason shall automatically be deemed as Employee’s resignation
      from the Board of Directors of the Company and any affiliates without any
      further action, except when the Board shall, in writing, request a continuation
      of duty as a Director in its sole discretion.




**PART
      13**


**GENERAL**




13.1 **Benefit
      & Binding** .
      This
      Agreement shall enure to the benefit of and be binding upon the respective
      successors and permitted assigns of the parties hereto.




13.2 **Amendments
      & Waivers** .
      No
      amendment to this Agreement shall be valid or binding unless set forth in
      writing and duly executed by all of the parties hereto. No waiver of any breach
      of any provision of this Agreement shall be effective or binding unless made
      in
      writing and signed by the party purporting to give the same and, unless
      otherwise provided in the written waiver, shall be limited to the specific
      breach waived.




13.3 **Time** .
      Time
      shall be of the essence of this Agreement.




13.4 **Assignment** .
      Neither
      this Agreement nor the rights and obligations hereunder shall be assignable
      by
      either party without the consent of the other.




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13.5 **Severability** .
      If any
      provision of this Agreement is determined to be invalid or unenforceable in
      whole or in part, such invalidity or unenforceability shall attach only to
      such
      provision and all other provisions hereof shall continue in full force and
      effect.




13.6 **Attornment** .
      For the
      purposes of all legal proceedings this Agreement shall be deemed to have been
      performed in the State of New York.




**PART
      14**


**ACKNOWLEDGEMENT**




The
      Employee acknowledges that:




(i)
            the
                Employee has received a copy of this Agreement;(ii)
            the
                Employee has had sufficient time to review and consider this Agreement
                thoroughly;(iii)
            the
                Employee has read and understands the terms of this Agreement and
                his
                obligations under this Agreement;(iv)
            the
                restriction placed upon the Employee by this Agreement are reasonably
                necessary to protect the Company's proprietary interests in the
                Confidential Information and the Developments and will not preclude
                the
                Employee from being gainfully employed in a suitable capacity following
                the termination of the Employee's employment, give the Employee's
                knowledge and experience;(v)
            the
                Employee has been given an opportunity to obtain independent legal
                advice,
                or such other advice as the Employee may desire, concerning the
                interpretation and effect of this Agreement and by signing this Agreement
                the Employee has either obtained advice or voluntarily waived the
                Employee's opportunity to receive the same; and(vi)
            this
                Agreement is entered into voluntarily by the
                Employee.




**PART
      15**


**NOTICES**




Any
      demand, notice or other communication (the " **Notice** ")
      to be
      given in connection with this Agreement shall be given in writing on a Business
      Day and may be given by personal delivery or by transmittal by facsimile
      addressed to the recipient as follows:




To
                the Company:
            17
                State Street
              New
                York, New York 10004
              Attention:
                Board of Directors
              
              Facsimile:
                646- 285-0026




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To
                the Employee:
            Facsimile:






or
      such
      other address or facsimile number as may be designated by notice by any party
      to
      the other. Any Notice given by personal delivery will be deemed to have been
      given on the day of actual delivery and if transmitted by facsimile before
      3:00
      pm on a Business Day, will be deemed to have been given on that Business Day
      and
      if transmitted by facsimile after 3:00 pm on a Business Day, will be deemed
      to
      have been given on the next Business Day after the date of
      transmission.




**PART
      16**


**FURTHER
      ASSURANCES**




The
      parties shall from time to time execute and deliver all such further documents
      and do all acts and things as the other party may reasonably require to
      effectively carry out or better evidence or perfect the full intent and meaning
      of this Agreement.




**PART
      17**


**FAX
      SIGNATURES**




This
      Agreement may be signed either by original signature or by facsimile
      signature.




**PART
      18**


**COUNTERPARTS**




This
      Agreement may be executed by the parties in one or more counterparts, each
      of
      which when so executed and delivered shall be an original and such counterparts
      shall together constitute one and the same instrument.




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**IN
      WITNESS WHEREOF** the
      parties have duly executed this Agreement.




**IDO
                SECURITY INC.**/s/
                Irit ReinerPer:
                Director/s/
                Michael Goldberg**MICHAEL
                GOLDBERG**









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