Prepared and filed by St Ives Burrups



Exhibit 10.8

EMPLOYMENT AGREEMENT

This
    Employment Agreement (this “Agreement” )
  is made as of October 31, 2003, by and between DDS Technologies USA, INC.,
  a Nevada corporation (the “Employer” ), and Spencer L. Sterling
  (the “Executive” ).

RECITALS

WHEREAS, the Employer considers it essential and
  in the best interests of its stockholders to foster the employment of key management
  personnel and desires to engage the services of the Executive on the terms
  and conditions hereinafter set forth; and
  WHEREAS, Executive desires
        to render services to the Employer and its subsidiaries on the terms
        and conditions provided in this Agreement; 

    NOW, THEREFORE, in consideration
        of the mutual covenants and agreements herein contained, the parties
        hereto, intending to be legally bound, hereby agree as follows:

    The parties, intending to be
        legally bound, agree as follows:

    1.      DEFINITIONS

    For the purposes of this Agreement,
        the following terms have the meanings specified or referred to in this
        Section 1:

    “Agreement” means
        this Employment Agreement, as amended from time to time. 

    “Basic Compensation” shall
        include base salary, bonuses that have been declared and are payable
        and benefits provided for in Section 3.1(c) of this Agreement.

    “Benefits” is defined
        in Section 3.1(b).

    “Board of Directors” means
        the board of directors of Employer.

    “Code” means the
        Internal Revenue Code of 1986, as amended.

     





  

  
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“Disability” shall mean once the Executive
  is unable for the “Disability Period” (as hereafter defined) to
  perform the essential functions of the Executive’s duties with reasonable accommodation.
  The disability of the Executive will be determined by a medical doctor selected
  by written agreement of the Employer and the Executive upon the request of
  either party by notice to the other. If the Employer and the Executive cannot
  agree on the selection of a medical doctor, each of them will select a medical
  doctor and the two medical doctors will attempt to make a determination of
  disability. If they cannot agree, they will select a third medical doctor who
  will determine whether the Executive has a disability. The determination of
  the third medical doctor selected under this provision will be binding on both
  parties. The Executive must submit to a reasonable number of examinations by
  the medical doctor making the determination of disability under this provision,
  and the Executive hereby authorizes the disclosure and release to the Employer
  of such determination and all supporting medical records. If the Executive
  is not legally competent, the Executive’s legal guardian or duly authorized
  attorney-in-fact will act in the Executive’s stead for the purposes of submitting
  the Executive to the examinations, and providing the authorization of disclosure,
  required under this provision.

  “Disability Period” shall
        mean 180 consecutive days or 180 days during any twelve (12) month period;
        or such lesser number of days as elapse until disability insurance benefits
        commence under any disability insurance coverage furnished by Employer
        to Executive, if any.

    “Effective Date” means
        October 31, 2003.

    “Employer’s Business” means
        the development and sale of separation, disaggregation, and extraction
        technology.

    “Employment Period” means
        the term of the Executive’s employment under this Agreement as defined
        in Section 2.2.

    “For Cause” shall
        mean: (a) any violation of a law, rule or regulation other than minor
        traffic violations, including without limitation, any violation of the
        Sarbanes Oxley Act of 2002 or the Foreign Corrupt Practices Act; (b)
        a breach of fiduciary duty for personal profit; (c) fraud, dishonesty
        or other acts of misconduct in the rendering of services on behalf of
        the Employer or relating to the Executive’s employment; (d) misconduct
        by the Executive which would cause the Employer to violate any state
        or federal law relating to sexual harassment or age, sex or other prohibited
        discrimination or any violation of written policy of the Employer or
        any successor entity adopted in respect to such law; (e) failure to follow
        Employer work rules or the lawful instructions (written or otherwise)
        of the Board of Directors of the Employer or a responsible executive
        to whom the employee directly or indirectly reports, provided compliance
        with such directive was reasonably within the scope of the Executive’s
        duties and the Executive was given notice that his conduct could give
        rise to termination and such conduct is not, or could not be cured, within
        thirty (30) days thereafter or; (f) any violation by the Executive of
        the terms of this Agreement.

    “Good Reason” shall
        mean, unless Executive shall have consented in writing thereto, any of
        the following: (i) a reduction in Executive’s title, duties, responsibilities
        or status which are inconsistent with Executive’s position with
        Employer; (ii) a reduction by Employer in Executive’s base salary or
        material reduction in fringe benefits; (iii) the breach by Employer of
        any material agreement or obligation under this Agreement after notice
        and a thirty (30) day right to cure; or (iv) a requirement that Executive
relocate from the Employer’s location in Boca Raton, Florida.










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“Person” means
    any individual, corporation (including any non-profit corporation), general
    or limited partnership, limited
  liability company, joint venture, estate, trust, association, organization,
  or governmental body. 
  2.      EMPLOYMENT
        TERMS AND DUTIES

    2.1      EMPLOYMENT

    The Employer agrees to, and hereby
        does, continue to employ the Executive for the term of this Agreement
        upon the terms and conditions set forth in this Agreement. 

    2.2      TERM

    Subject to the provisions of
        Section 6, the Employment Period for the Executive’s employment under
        this Agreement will be five (5) years, beginning on the Effective Date,
        and expiring on the earlier of the fifth anniversary of this Agreement
        or as earlier permitted under this Agreement. 

    2.3      DUTIES

    The Executive will serve as the
        President and Chief Executive Officer of Employer and will use his best
        efforts to perform all duties required in furtherance of his position,
        including without limitation, all such duties as are customarily associated
        with such position or such duties as are assigned or delegated to the
        Executive by the Board of Directors, including the supervision of all
        business and financial operations. The Executive agrees to perform in
        good faith and to the best of his ability all services which may be required
        of him hereunder and will devote sufficient efforts and business time,
        skill, attention and energies as are reasonably necessary to perform
        his duties and responsibilities under this Agreement and to promote the
        success of the Employer’s Business. 

    3.      COMPENSATION

    3.1      BASIC
        COMPENSATION



  (a)      Base
        Salary. The Executive will be paid an initial annual base salary
        of $150,000, subject to adjustment as provided below (the “Salary” ),
        which will be payable in equal periodic installments according to the Employer’s
        customary payroll practices, but no less frequently than monthly. The Executive’s
        Salary will be reviewed by Employer’s Board of Directors not less frequently
        than annually, and may be adjusted upward by Employer, but in no event
        will the Base Salary be less than One Hundred Fifty Thousand Dollars ($150,000)
        per year. In addition, Employer agrees to adjust Executive’s Salary
        upward by Twenty-Five Thousand Dollars ($25,000) per year for every increase
        in company revenue of Fifty Million Dollars ($50,000,000) per year, based
        on the preceding twelve (12) months revenue, up to a maximum of Three
        Hundred Thousand ($300,000) per year.








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(b)      Bonus.
  Executive shall be eligible to receive annual bonus compensation at the discretion
  of Employer’s Board of Directors and in accordance with Employer’s executive
  bonus or incentive compensation plan that may be in effect from time to time.
(c)      Benefits.



  The Executive will,
      during the Employment Period, be permitted to participate in such pension,
      profit sharing, bonus (subject to the provisions of Section 3.1 (b)), life
      insurance, hospitalization, major medical, and other employee benefit plans
      of the Employer that may be in effect from time to time, to the extent
      the Executive is eligible under the terms of those plans (collectively,
      the “Benefits” ).
      The Executive shall also be entitled to such other fringe benefits as are
      now or may become available to any of Employer’s other executive officers.



3.2      OPTIONS
  Employer hereby grants to Executive
        options to purchase up to four hundred thousand (400,000) shares of its
        common stock at an exercise price of $7.00 per share (the “Options” ).
        The Options shall be granted under and subject to the terms and conditions
        of the Stock Option Agreement as of the date hereof. The Options shall
        not be one hundred percent (100%) vested until three years from the date
        of the grant.



  4.        RELOCATION
      ALLOWANCE; EXPENSE REIMBURSEMENT



4.1      In recognition
  of the fact that Executive will be relocated from South Africa to the United
  States of America, the Executive will be granted a one time allowance of Twenty-Five
  Thousand Dollars ($25,000) to cover the costs of relocation, such as packing
  and shipping of personal effects, temporary accommodations, air fare and the
  like (the “Relocation Allowance”), in accordance with the Employer’s
  policies.
  4.2      The
        Employer will pay all reasonable, out-of-pocket expenses incurred by
        the Executive in the performance of the Executive’s duties pursuant to
        this Agreement, including without limitation, reasonable expenses incurred
        by the Executive in attending conventions, other business meetings and
        for promotional expenses, provided that any such activities must be related
        to Employer’s business and all individual expenses (or those aggregated
        for a single convention, seminar or other business trip) greater than
        Five Thousand Dollars ($5,000) must be approved by either Employer’s
        Chief Financial Officer or Employer’s Compensation Committee (or if Employer
        has no Compensation Committee, its Board of Directors). The Executive
        must file expense reports with respect to such expenses in accordance
with the Employer’s policies.









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5.      VACATIONS
    AND HOLIDAYS
  The Executive will be entitled
        to three (3) weeks paid vacation each calendar year in accordance with
        the vacation policies of the Employer in effect for its executive officers
        from time to time. The Executive will also be entitled to the paid holidays
        and other paid leave set forth in the Employer’s policies. Vacation days
        during any calendar year that are not used by the Executive during such
        calendar year will be forfeited.

    6.      TERMINATION

    6.1      EVENTS
        OF TERMINATION

    The Executive’s employment pursuant
        to this Agreement may be terminated by Employer on the following grounds:


(a)      upon
        the death of the Executive;

    (b)      upon
        the disability of the Executive immediately upon notice from either party
        to the other; 

    (c)      For
        Cause (following the expiration of any applicable notice period from
        Employer to Executive); 

    (d)      at
        the discretion of Employer other than For Cause.

    The Executive may terminate his
        employment on the following grounds:

    (e)      without
        Good Reason, provided that Executive gives Employer at least thirty (30)
        days prior written notice of his termination of employment; or

    (f)      for
        Good Reason (following the expiration of any applicable notice period
        from Executive to Employer).

    6.2      TERMINATION
        PAY

    Effective upon the termination
        of this Agreement, the Employer will be obligated to pay the Executive
        (or, in the event of his death, his designated beneficiary as defined
        below) the compensation provided in this Section 6.2:









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(a)      Termination
    by the Employer For Cause or Termination by Executive Without Good Reason.
    If the Employer terminates this Agreement For Cause or Executive resigns
    or terminates his employment for other than Good Reason, the Executive will
    be entitled to receive his Basic Compensation through the date such termination
    is effective.

  (b)      Termination
          upon Disability. If this Agreement is terminated by either party
          as a result of the Executive’s Disability, the Employer will pay
          the Executive his Basic Compensation through the remainder of the calendar
          quarter during which such termination is effective and for the lesser
          of (i) six consecutive months thereafter, or (ii) the period until
          disability insurance benefits commence under any disability insurance
          coverage furnished by the Employer to the Executive. 

    (c)      Termination
          upon Death. If this Agreement is terminated because of the Executive’s
          death, the Executive’s estate will be entitled to receive his
          Basic Compensation through the end of the calendar month in which his
          death occurs.

    (d)      Termination
          by Executive For Good Reason or Termination by Employer Without Cause.
          If this Agreement is terminated by Executive for Good Reason, or if
          this Agreement is terminated by Employer other than For Cause, then
          as severance under this Agreement Employer shall pay to Executive,
          in one lump sum, an amount equal to his Basic Compensation for the
          greater of eighteen (18) months or until October __, 2008 (the “Severance
          Period”) as if Executive had continued to remain employed during
          the Severance Period; provided, however, as a condition to receiving
          such severance payment, Executive shall provide Employer with a general
          release in form and substance satisfactory to Employer and Executive.
          Employer shall make the lump sum payment to Executive on or before
the tenth (10th) day following the effective date of his Termination.




  7.      CHARACTER
      OF TERMINATION PAYMENTS; MITIGATION




  The amounts payable
      to Executive upon any termination of this Agreement shall be considered severance
      pay in consideration of past services rendered on behalf of the Employer
      and his continued service from the date hereof to the date he becomes entitled
      to such payments. Executive shall have no duty to mitigate his damages by
      seeking other employment and, should Executive actually receive compensation
      from any such other employment, the payments required hereunder shall not
      be reduced or offset by any such other compensation.








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CONFIDENTIALITY AND RELATED MATTERS.
  8.1      NON-DISCLOSURE
        COVENANT

    Employer and the Executive acknowledge
        that the services to be performed by the Executive under this Agreement
        are unique and valuable and that, as a result of the Executive’s
        employment, the Executive will be in a relationship of confidence and
        trust with Employer and will come into possession of “Confidential
        Information” (i) owned or controlled by Employer and its subsidiaries
        and affiliates; (ii) in the possession of Employer and its subsidiaries
        and affiliates and belonging to third parties; or (iii) conceived, originated,
        discovered or developed, in whole or in part, by the Executive. As used
        herein “Confidential Information” means trade secrets and
        other confidential or proprietary business, technical, personnel or financial
        information of Employer, whether or not the Executive’s work product,
        in written, graphic, oral or other tangible or intangible forms, including
        but not limited to specifications, samples, records, data, computer programs,
        drawings, diagrams, models, consumer names, ID’s or e-mail addresses,
        business or marketing plans, studies, analyses, projections and reports,
        communications by or to attorneys (including attorney-client privileged
        communications), memoranda and other materials prepared by attorneys
        or under their direction (including attorney work product), and software
        systems and processes that are not readily available to the public, even
        it is not specifically marked as a trade secret or confidential, unless
        Employer advises the Executive otherwise in writing or unless the information
        has been shared by Employer with entities not bound by non-disclosure
        agreements. In consideration of the compensation and benefits to be paid
        or provided to the Executive by the Employer under this Agreement, the
        Executive agrees not to directly or indirectly use or disclose to anyone,
        either during the Employment Period or after the termination of this
        Agreement, except in the performance of his duties of his employment
        with Employer or with Employer’s prior written consent, any Confidential
        Information of Employer. This non-disclosure covenant does not apply
        to information that is disclosed or becomes public through another source
        that is not bound by a confidentiality agreement with Employer; which
        Executive is required to disclose pursuant to court order, subpoena or
        applicable law (provided that Executive will use reasonable efforts to
        provide Employer with prompt notice of any such requests or requirement
        so that Employer may seek an appropriate protective order); or which
        is disclosed in any proceeding to enforce or interpret this Agreement.
        The Executive agrees that in the event of the termination of the Executive’s
        employment for any reason, the Executive will deliver to Employer, upon
        request, all property belonging to Employer, including all documents
        and materials of any nature pertaining to the Executive’s work with
        Employer and will not take with him any documents or materials of any
        description, or any reproduction thereof of any description, containing
        or pertaining to any Confidential Information.

    8.2      WORK
        MADE FOR HIRE

    Executive recognizes and understands
        that Executive’s duties at the Employer may include the preparation
        of materials, including without limitation written or graphic materials,
        and that any such materials conceived or written by Executive shall be
        done as “work made for hire” as defined and used in the Copyright
        Act of 1976, 17 U.S.C. §§ 1 et seq. In the
        event of publication of such materials, Executive understands that since
        the work is a “work made for hire”, the Employer will solely
        retain and own all rights in said materials, including right of copyright.









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8.3       DISCLOSURE
    OF WORKS AND INVENTIONS/ASSIGNMENT OF PATENTS
  In consideration of the promises
        set forth herein, Executive agrees to disclose promptly to the Employer,
        or to such person whom the Employer may expressly designate for this
        specific purpose (its “Designee” ), any and all works, inventions,
        discoveries and improvements authored, conceived or made by Executive
        during the period of employment and related to the Employer’s Business,
        and Executive hereby assigns and agrees to assign all of Executive’s
        interest in the foregoing to the Employer or to its Designee. Executive
        agrees that, whenever he is requested to do so by the Employer, Executive
        shall execute any and all applications, assignments or other instruments
        which the Company shall deem necessary to apply for and obtain Letters
        Patent or Copyrights of the United States or any foreign country or to
        otherwise protect the Company’s interest therein. Such obligations
        shall continue beyond the termination or nonrenewal of Executive’s
        employment with respect to any works, inventions, discoveries and/or
        improvements that are authored, conceived of, or made by Executive during
        the period of Executive’s employment, and shall be binding upon
        Executive’s successors, assigns, executors, heirs, administrators
        or other legal representatives.

    9.      NON-COMPETITION
        AND NON-SOLICITATION MATTERS



  9.1      NON-COMPETITION




  During the term of this
      Agreement (the “Non-Compete Period”) the Executive agrees that
      he shall not work for or be interested in any business which provides services
      or products which are directly competitive with the Employer’s Business
      within the territory of the license of the DDS System from High Speed Fragmentation
      N.V. (“Restricted Territory”). In the event the Executive is
      terminated For Cause or Executive terminates for other than Good Reason,
      the Non-Compete Period shall be extended until the earlier of (i) one year;
      or (ii) the then scheduled expiration of the term of the Agreement. For the
      further purposes of this Agreement, the term “work for or be interested
      in any business” means that the Executive is a stockholder, director,
      officer, employee, partner, individual proprietor, lender or consultant
      with that business, but not if (i) his interest is limited solely to the
      passive
      ownership of five percent (5%) or less of any class of the equity or debt
      securities of a corporation whose shares are listed for trading on a national
      securities exchange or traded in the over-the-counter market. In the event
      that any part of this Section 10 is adjudged invalid or unenforceable by
      any court of record, board of arbitration or judicial or quasi judicial
      entity having jurisdiction thereof by reason of length of time, geographical
      coverage,
      activities covered, or for any other reason, then the invalid or unenforceable
      provisions of this covenant shall be deemed reformed and amended to the
      maximum extent permissible under applicable law and shall be enforced and
      enforceable
      as so amended in accordance with the intention of the parties as expressed
      herein.




  9.2      NON-SOLICITATION




  During the Non-Compete
      Period, the Executive also agrees that he will not directly or indirectly:
      (i) solicit the trade of, or trade with, any past, present or prospective
      customer of the Employer for any business purpose that directly or indirectly
      competes with the Employer’s Business; or (ii) solicit or induce,
      or attempt to solicit or induce, any employee of Employer to leave Employer
      for any reason whatsoever, or assist or participate in the hiring of any
      employee of Employer to work for another entity.








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  10.      REPRESENTATIONS
      OF EXECUTIVE 




  As a material inducement
      to Employer to execute this Agreement and consummate the transactions contemplated
      thereby, the Executive hereby makes the following representations to Employer,
      each of which are true and correct in all material respects as of the date
      hereof.




  10.1     QUESTIONNAIRE




  On or before the date
      hereof Executive has completed and returned to Employer a Directors and
      Officers Questionnaire (the “Questionnaire”) which is true
      and correct in all material respects.




  10.2      NO
      PRIOR AGREEMENTS




  Executive represents
      and warrants that Executive is not a party to or otherwise subject to or
      bound by the terms of any contract, agreement or understanding which in
      any manner would limit or otherwise affect Executive's ability to perform
      his
      obligations hereunder, including without limitation any contract, agreement
      or understanding containing terms and provisions similar in any manner
      to those contained in Sections 8 and 9 of this Agreement. Executive further
      represents and warrants that his employment with the Employer will not
      under
      any circumstances require him to disclose or use any confidential information
      belonging to prior employers or other persons or entities, or to engage
      in any conduct which may potentially interfere with the contractual, statutory
      or common-law rights of such other employers, persons or entities. In the
      event that Executive knows or learns of any facts whatsoever which suggest
      that such interference might arguably occur as the result of any proposed
      actions by either Executive or the Employer, Executive expressly promises
      that he will immediately bring such facts to the Employer’s attention.      




  10.3      REVIEW
      BY COUNSEL




  Executive expressly
      acknowledges and represents that Executive has been given a full and fair
      opportunity to review this Agreement with an attorney of Executive’s
      choice, and that Executive has satisfied himself, with or without consulting
      with counsel, that the terms and provisions of this Agreement, specifically
      including, but not limited to, the restrictive covenant and related provisions
      of Section 9 hereof, are reasonable and enforceable.








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   10.4      NO
      CONFLICTS OF INTEREST




  Other than as disclosed
      in Section 9.1, Executive covenants that, as of the date hereof, he is
      not involved in any venture or activity that could compete with Employer’s
      Business or which could potentially interfere with his ability to perform
      under this Agreement. During the Term, he will disclose to the Company, in
      writing, any and all interests he may have, whether for profit or compensation
      or not, in any venture or activity which could potentially interfere with
      his ability to perform under this Agreement or create a conflict of interest
      for him with the Company. For purposes of this Section 10.4 only, “conflict
      of interest” shall mean ownership of greater than one percent (1%)
      of, or $25,000 worth of equity in, another company which conducts business
      similar to Employer’s Business.




  10.5      EXECUTIVE’S
      ABILITY




  Executive represents
      that Executive’s experience and capabilities, and the limited provisions
      of Section 9, are such that he will not be prevented from earning his livelihood
      in businesses similar to that of Employer’s Business. Executive acknowledges
      that there are a significant number of businesses for which his qualifications
      and experience would render him qualified for employment that do not constitute
      competing businesses such that his ability to become employed after the
      termination or nonrenewal of this Agreement would not be impaired.




  11.      GENERAL
      PROVISIONS




  11.1      INJUNCTIVE
      RELIEF AND ADDITIONAL REMEDY




  The Executive acknowledges
      that the injury that would be suffered by the Employer as a result of a breach
      of the provisions of any provision of Sections 8 and 9 of this Agreement
      would be irreparable and that an award of monetary damages to the Employer
      for such a breach would be an inadequate remedy. Consequently Employer will
      have the right, in addition to any other rights it may have, to obtain injunctive
      relief to restrain any breach or threatened breach or otherwise to specifically
      enforce any provisions of Sections 8 and 9 of this Agreement, and the Employer
      will not be obligated to post bond or other security in seeking such relief.




  11.2      WAIVER




  The rights and remedies
      of the parties to this Agreement are cumulative and not alternative. Neither
      the failure nor any delay by either party in exercising any right, power,
      or privilege under this Agreement will operate as a waiver of such right,
      power, or privilege, and no single or partial exercise of any such right,
      power, or privilege will preclude any other or further exercise of such right,
      power, or privilege or the exercise of any other right, power, or privilege.




  11.3      TOLLING
      PERIOD



The non-competition,
    non-disclosure and non-solicitation obligations contained in Sections 8 and
    9 of this Agreement shall be extended by the length of time during which
    Executive shall have been in breach of any of the provisions of such Sections
    8 and 9.

 






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  11.4      NOTICES




  All notices, consents,
      waivers, and other communications under this Agreement must be in writing
      and will be deemed to have been duly given when (a) delivered by hand, (b)
      sent by facsimile (with written confirmation of receipt), provided that a
      copy is mailed by registered mail, return receipt requested, or (c) when
      received by the addressee, if sent by a nationally recognized overnight delivery
      service (receipt requested), in each case to the appropriate addresses and
      facsimile numbers set forth below (or to such other addresses and facsimile
      numbers as a party may designate by notice to the other parties):




  	If to Employer:	 	DDS TECHNOLOGIES USA, INC

        150 East Palmetto Park Road, Suite 510 

        Boca Raton, Florida 33432
	 	 	Telephone No.:

        Facsimile No.: 	 (561) 750-4450

        (561) 750-4310 
	 	 	 	 
	 If to Executive: 	 	Spencer L. Sterling

      To the address specified by Employee, or if none is specified, 

      To Employer’s Address
	 	 	 




12.5      ENTIRE
    AGREEMENT; AMENDMENTS
  This Agreement and the documents
        referenced herein, contain the entire agreement between the parties with
        respect to the subject matter hereof and supersede all prior agreements
        and understandings, oral or written, between the parties hereto with
        respect to the subject matter hereof. This Agreement may not be amended
        orally, but only by an agreement in writing signed by the parties hereto.

    12.6      GOVERNING
        LAW

    This Agreement will be governed
        by the laws of the State of Florida without regard to conflicts of laws
        principles.

    12.7      ARBITRATION,
        OTHER DISPUTES.

    In the event of any dispute or
        controversy arising under or in connection with this Agreement, the parties
        shall first promptly try in good faith to settle such dispute or controversy
        by mediation under the applicable rules of the American Arbitration Association
        before resorting to arbitration. In the event such dispute or controversy
        remains unresolved in whole or in part for a period of thirty (30) days
        after it arises, the parties will settle any remaining dispute or controversy
        exclusively by arbitration in Boca Raton, Florida in accordance with
        the commercial arbitration rules of the American Arbitration Association
        then in effect. Judgment may be entered on the arbitrator’s award
        in any court having jurisdiction. All administration fees and arbitration
        fees shall be paid solely by Employer. Notwithstanding the above, Employer
        shall be entitled to seek a restraining order or injunction in any court
        of competent jurisdiction to prevent any continuation of any violation
        of section 8 or 9 hereof. The prevailing party may recover attorneys’ fees
        in any dispute or controversy arising under or in connection with this
        Agreement.









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12.8      ASSIGNABILITY,
  BINDING NATURE
  This Agreement shall be binding
        upon and inure to the benefit of the parties and their respective successors,
        heirs (in the case of the Executive) and assigns. No rights or obligations
        of the Executive under this Agreement may be assigned or transferred
        by the Executive other than his rights to compensation and benefits,
        which may be transferred only by will or operation of law.

    12.9      SURVIVAL

    The respective rights and obligations
        of the parties hereunder shall survive any termination of the Executive’s
        employment to the extent necessary to the intended preservation of such
        rights and obligations.

    12.10      SECTION
        HEADINGS, CONSTRUCTION

    The headings of Sections in this
        Agreement are provided for convenience only and will not affect its construction
        or interpretation. All references to “Section” or “Sections” refer
        to the corresponding Section or Sections of this Agreement unless otherwise
        specified. All words used in this Agreement will be construed to be of
        such gender or number as the circumstances require. Unless otherwise
        expressly provided, the word “including” does not limit the
        preceding words or terms.

    12.11      SEVERABILITY

    If any provision of this Agreement
        is held invalid or unenforceable by any court of competent jurisdiction,
        the other provisions of this Agreement will remain in full force and
        effect. Any provision of this Agreement held invalid or unenforceable
        only in part or degree will remain in full force and effect to the extent
        not held invalid or unenforceable.

    12.12      COUNTERPARTS

    This Agreement may be executed
        in one or more counterparts, each of which will be deemed to be an original
        copy of this Agreement and all of which, when taken together, will be
        deemed to constitute one and the same agreement. This Agreement (and
        all other agreements, documents, instruments and certificates executed
        and/or delivered in connection herewith) may be executed by facsimile
        signatures, each of which shall be deemed an original copy of this Agreement
        (or other such agreement, document, instrument and certificate).









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  	IMPORTANT NOTICE:
            THIS AGREEMENT RESTRICTS EXECUTIVE’S RIGHTS TO OBTAIN OTHER
            EMPLOYMENT FOLLOWING HIS EMPLOYMENT WITH THE EMPLOYER. BY SIGNING
            IT, EXECUTIVE ACKNOWLEDGES THIS FACT, AND FURTHER ACKNOWLEDGES THAT
            HE HAS BEEN ADVISED BY THE EMPLOYER TO READ THE AGREEMENT CAREFULLY,
            AND/OR TO CONSULT WITH COUNSEL OF HIS CHOICE CONCERNING THE LEGAL
            EFFECTS OF SIGNING THE AGREEMENT, PRIOR TO SIGNING IT.
	 


  


  IN WITNESS WHEREOF,
      the parties have executed and delivered this Agreement as of the date first
      written above.



	WITNESS:

  _________________________________

      Signature

  _________________________________

      Print Name

  _________________________________

      Address

  _________________________________

    Address
	EMPLOYER:

  DDS TECHNOLOGIES USA, INC.

  By:____________________________

        Authorized Executive Officer

	 	 
	 	EXECUTIVE:

  __________________________________

        Spencer L. Sterling