**Exhibit
      10.1**





**CONSULTANCY
      AGREEMENT**





**THIS
      CONSULTANCY AGREEMENT** is
      entered into as of the 15 day of May 2007, by and between IDO Security Inc.
      (formerly The Medical Exchange Inc.), a Nevada company, having its main place
      of
      business at 17 State Street New York, NY 10004 USA (the “ **Company** ”),
      and
      Mr. Jorge Wolf an individual whose address is be 35 / 6 Yehuda Hanassi Street
      Tel Aviv 69391 Israel (the “ **Consultant”** ).





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





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




1.0 **Appointment,
      Term, Service**





1.1 **Appointment.** The
      Company agrees to hire the Consultant as its manager of business development
      upon the terms and conditions contained herein and the Consultant 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 Consultant 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
      Consultant will report directly to the Chief Executive Officer of the Company
      and shall carry out all duties and responsibilities generally associated with
      Consultant's position, which are from time to time assigned to him by the Chief
      Executive Officer, in writing.





1.4 **Scope
      of Service** .
      The
      Consultant shall devote 45% of his time during regular business days, Monday
      through Thursday, 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 Consultant acknowledges that his duties may
      involve travel and the Consultant agrees, subject to reasonable prior
      coordination, to travel as reasonably required in order to fulfill his
      duties.





1.5 During
      the Consultancy Period, the Consultant 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 Consultant for all services rendered hereunder a monthly fee in
      the
      amount of $5,286 per month, payable by wire to the Consultant at the first
      business day of each month for the preceding month.









2.2 **Stock
      Option Plan** .
      The
      Company will adopt a stock option plan no later than July 15, 2007. Furthermore,
      the Company intends to have the said plan approved in Israel pursuant to section
      102 of the Tax Ordinance (the “Approved Plan”). For all services required to be
      performed hereunder by Consultant, the Consultant shall be entitled to
      participate in the Approved Plan, pursuant to which he will be granted options
      for 400,000 shares of Common Stock of the Company, in the aggregate, which
      shall
      vest and be exercisable in installments of 50,000 shares at the end of each
      ninety day period commencing from the date of this Agreement, provided that,
      at
      the time of grant the Company shall calculate the first ninety day period and
      the subsequent periods as if the first ninety day period has commenced on March
      1, 2007. The options shall be exercisable, in whole or in part upon Consultant'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:





50,000
                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 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 Consultant's options which have not yet vested as contained above, the
      Consultant’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 April 15,
      2007.





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 Consultant shall be reimbursed,


together
      with any applicable sales and goods and services taxes, by the Company within
      10
      Business Days after presentation by the Consultant 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 Consultant
      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
      Consultant with regard to the provision of the Services and the options granted
      above under this Agreement, including, but not limited to medicare, social
      security, income tax and unemployment insurance.





2.5 The
      Company shall include the Consultant in its director’s and officer’s insurance
      which shall be obtained prior to June 30, 2007 and shall provide Consultant
      confirmation of such.




2




**3.0** **Relationship**





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





3.2 Consultant
      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 Consultant 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 Consultant 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 Consultant is
      entitled to receive from Company under this Agreement (the “ **Reduced
      Compensation** ”).
      In
      the event that it is claimed by the Consultant or held or ruled that the
      Consultant was an employee of Company, the Consultant shall return to Company
      all amounts paid to the Consultant exceeding the Reduced Compensation. Nothing
      in this paragraph shall directly or by implication be construed or deemed to
      constitute the Consultant an employee.





4.0 **Consultant’s
      Representations and Warranties**





4.1 Consultant
      represents that it is not a party to any existing agreement that would prevent
      it from entering into this Agreement. Consultant 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 Consultant
      warrants that (a) it/he is not and shall not be during the Consultancy Period
      obligated under any other Consultancy, employment, or other agreement which
      would affect Company’s rights or the duties of Consultant under this Agreement,
      and (b) it/he shall not utilize during the Consultancy 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.





4.4 **Company
      Policies; Lock-Ups.** During
      the Initial Term and/ or Renewal Term of this agreement, the Consultant shall
      be
      subject to all company policies established by the Board of Directors, including
      without limitation, insider trading policies. Additionally, if requested to
      sign
      any instrument that would ‘lock-up’ or otherwise restrict the Consultant from
      selling or otherwise disposing of any Company securities held by him in
      connection with a contemplated Company financing, then the Consultant 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 Consultant’s relationship with the Company under
      this Agreement; provided that Consultant 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.




3


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 Consultant'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
      Consultant 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
      Consultant the fees which would have been due and owing during any notice period
      and require the Consultant 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, Consultant shall be entitled to all expenses the
      compensation set forth as the fee herein, prorated to the effective date of
      such
      termination, and in the event of termination by the Company without cause any
      stock options which have not vested shall vest immediately.





6.4 Consultant
      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
      Consultant’s responsibilities and to transfer any and all material in
      Consultant’s possession relating to Company, during a period of two weeks
      following the termination date, as Consultant’s schedule permits. The Company
      shall compensate the Consultant 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 Consultant may assign this Agreement without the written
      consent of the other, and any attempted assignment without such consent shall
      be
      void.




4




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 Consultant
      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 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.








**IDO
      Security Inc.**







By: /s/ Michael Goldberg
            By: /s/ Jorge WolfActing Chief Executive
              Officer/Director
            **Jorge Wolf**Title: _____________________








5





**Exhibit
      A**





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





This
      agreement forms part of the Consultancy 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 Consultant’s agreement with the Company,
      Consultant 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 Consultant 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
      Consultant or similar agreements by other Company employees or service providers
      (c) shall have been received by the Consultant 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 Consultant.





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





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




6




(v) The
      Consultant 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 Consultant 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.





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





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




(iv) Consultant
      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 Consultant'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.




7





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








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








**IDO
      Security Inc.**





By:
                _________________________
            By:
                ________________________Name:
                _____________________
            **Jorge
                Wolf**Title:
                _____________________







8