Exhibit 10.5


 


		
        Insight Finance

        Arnot Bituch Tower

        48 Menachem Begin Road

        Tel-Aviv 6618004, Israel

 






	 	Phone:	+972-3-7774726
	 	Fax:	+972-3-7774725


  


Proposal for financial services


INX Ltd.





	 	December 26, 2017






Mr. Shy Datika


 


Re: Proposal
for financial services


 


Dear Shy,


 


Thank you for opportunity to provide financial services to INX
Ltd. (hereinafter the “Company” or “you”).


 


We look forward to building a long-term
business relationship on a foundation of delivering the most responsive and high-quality service. If you have any question or request
as you review our proposal, please do not hesitate to contact me at +972-54-4318962.


 


Sincerely,


Oran Mordechai


 


Appendixes:


 


		1.	Proposed services and fees



		2.	General terms and conditions



 


 


   






     


     


    

 


 


Proposed services (“Services”) and fees


 


Pursuant to your request, I will provide CFO services to the
Company.


 


Fees for my services will be $5,000 for the initial filing of
form F-1, expected by January 8, 2018. The quoted fees do not cover services given after the initial filing, if and when requested,
or my time and services if such initial filing will extend beyond a few days. Any additional fee will be agreed upon in advance
when such service is requested.


 


I will submit my invoices after the filing and appreciate payment
upon receipt. The fees are exclusive of VAT and certain out of pocket expenses, such as travel and parking.


 






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General terms and conditions


 


Timing of Engagement


 


The agreement is effective and will continue from this date
until notified by the Company that further services are no longer necessary. At such time, we will be paid all fees accrued to
date for services rendered and expenses incurred in connection with the Service.


 


Limitation of liability


 


It is hereby agreed that the amount of Insight
Finance’s liability (including our employees, officers and/or any one acting its behalf), on any claim for loss,
liability, damage, expense, or cost (including attorneys’ fees and courts costs) or otherwise based upon, arising out
of, resulting from or in any way connected with this agreement, whether based upon, negligence, mistake, action, omission,
indemnification, misconduct, or other legal theory including without limitation based on contract laws and/or laws of tort,
shall in no event exceed an amount equal to the total annual fees actually paid to under this agreement (hereafter: “Limit
of Liability”).


 


The Company shall provide (or cause others to provide) to Insight
Finance (or its employees), promptly, the information, resources and assistance (including access to records, systems, premises
and people) that are reasonably require to perform the Services. To the best of your knowledge, all information provided by you
or on your behalf (“the Company’s Information”) will be accurate and complete in all material respects. The provision
of Company’s Information to us will not infringe any copyright or other third-party rights. We will rely on the Company’s Information
made available to us and, unless we expressly agree otherwise, will have no responsibility to evaluate or verify it (including
information provided by bookkeeping companies which are engaged directly by the Company). You shall be responsible for your personnel’s
compliance with your obligations under this Agreement.


 


Without derogating from the above, the Company shall indemnify
and compensate Insight Finance, its employees, officers, directors and/or anyone acting in its behalf from and against any Losses
in connection with any and all actions, suits, claims or demands that may be brought or instituted against Insight Finance, its
employees, officers and/or any one acting in its behalf, made by any third party (including attorney and legal fees that we may
incur) based on, or arising out of, resulting from or in any way connected to performing obligations under this agreement that
exceed the Limit of Liability.


 






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Non-Solicitation


 


It is agreed that during this agreement and for a period of
12 months from the termination of this agreement, the Company will not hire, recruit or solicit any employee of Insight Finance
without its written consent.


 


Engagement Fees


 


The fees will be billed at the end of each
month for the respective hours incurred. Payment is due upon receipt of the invoice. The fees are exclusive of taxes or similar
charges, as well as customs, duties or tariffs imposed in respect of the Services, if applicable.


 


Confidentiality


 


Insight Finance and its employees are committed to maintain
confidentiality of all information pertaining to the client including databases, client’s documents, financial data, strategic
plans and documents, customer and supplier’s lists or all other propriety information owned by the client.


 


Insight Finance:


 


By: Oran Mordechai, founder and CEO


 





	Date: 	3/1/18	 Accepted: 	 	 




 


INX Ltd:


 





	By:	/s/ Shy Datika	 Date: 	3/1/18	 Accepted: 		 




  




 






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