To:

    Iftach
      Yefet,

    


    Dear
      Employee,

    


    Please
      be
      advised that SpaceLogic Ltd, a company incorporated under the laws of the State
      of Israel under registration number 51-390062-3 (the "Company")
      is
      currently interested in making a substantial reduction in the Company’s burn
      rate and thus, in the gross salaries of key employees of the Company. The
      Company has decided to permit certain key employees of the Company to elect
      to
      reduce the compensation payable to them by the Company and in exchange to
      provide such electing employees with an opportunity for significant financial
      benefit if the Company prospers.

    


    By
      entering your signature below, you agree to the following (the "Letter
      Agreement"):

    


    
      	(1)  	
              As
                of _December 1st
                2005 (the "Effective
                Date")
                and for a period of twelve (12) months thereafter (the "Reduction
                Period"),
                your monthly Base Salary, [illegiable] or Gross Salary, as
                applicable, (as such applicable term is defined in the employment
                agreement entered into by yourself and the Company dated December
                1st
                2005) (the "Gross
                Salary"
                and the "Employment
                Agreement",
                respectively) shall be reduced by US $5,250 and shall consists of
                US $
                9,750 (the "Reduced
                Salary")

            


    

    


    
      	(2)  	
              You
                further agree that, subject to Section 3 below, as of the Effective
                Date
                and during the Reduction Period (as may be extended pursuant to Section
                6
                of this Letter Agreement) all social and other benefits payable to
                you
                pursuant to your Employment Agreement (including, without limitation,
                your
                rights for paid vacation, sick leave, prior notice, managers insurance,
                pension plan or study fund, if and to the extent applicable) shall
                be
                calculated based on the Reduced
                Salary.

            


    

    


    
      	(3)  	
              Notwithstanding
                Section 2 above, upon termination of your employment with the Company
                in
                circumstances entitling you (either by law or by virtue of your Employment
                Agreement) to receive severance payment from the Company, the calculation
                of the amount of severance due to you by the Company shall be calculated
                on the Gross Salary and not on the Reduced Salary.
                

            


    

    


    
      	(4)  	
              In
                the event that during the defined
                term of employment set forth in the employee’s "Employment
                Agreement",
                the "Employment
                Agreement"
                is
                terminated (i) by you for "just cause", or (ii) by the Company without
                "cause", as those terms are defined in your Employment
                Agreement",
                the
                Company shall continue to pay you, commencing upon such termination
                and
                until the lapse of the Term, the Gross
                Base Salary, [illegiable] or Gross Salary or Gross
                Base Fee,
                as applicable and
                not on the Reduced Salary
                which you would have been entitled to receive had the "Employment
                Agreement"
                not been terminated by you for a just cause or by the Company without
                "cause", as applicable.

            


    

    


    
      	(5)  	
              In
                consideration of your agreement to the reduction of salary you will
                be
                94,500 options pursuant SecureLogic Corporation’s ("the Parent Company")
                2005 Incentive Stock Option Plan at an exercise price of $1.5 (one
                dollar
                and a fifty cents). The Options shall vest, solely during the Employment
                Term, at a rate of one twelfth of the options every month for a year,
                commencing upon the Effective Date. If the gross salary will be restored
                in less than one year, at the point any unvested options will be
                canceled.
                The term during which vested options may be exercised is three years
                from
                the vesting date, or within two months of the end of a grantee’s
                employment.

            


    

     

    
      
        	 
	
                SpaceLogic
                  Ltd. 

                43
                  Hamelacha St., New Industrial Zone

                P.O.
                  Box 8722, Netanya 42505, Israel 

                Tel:
                  +972-9-885-5565 Fax: +972-9-885-5564 

              	
                ספייסלוג'יק
                  בע"מ 

                רח'
                  המלאכה 43, א.ת. דרומי 

                ת.ד.
                  8722,נתניה
                  42505
                  

                טל:
                  885-5565- 09פקס:
                  09-885-5564 

              
	
                www.secure-logic.net

              


      

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    
      	(6)  	
              In
                the event the financial status of the Company does not improve by
                the end
                of the Reduction Period, as determined by the Board of Directors
                of the
                Company in good faith, the Company may, with your prior written consent,
                elect to extend the Reduction Period by up to an additional (6) month
                period (the "Extended Period"), provided that the terms and provisions
                of
                this Letter Agreement shall continue to apply, mutatis mutandis,
                during
                the Extended Period. In such case the Parent Company will grant you
                an
                additional option to purchase shares in the amount of 50% of the
                original
                Options under the same terms. 

            


    

    


    
      	(7)  	
              At
                the end of the Reduction Period (as may be extended pursuant to Section
                7
                of this Letter Agreement), your Reduced Salary shall be increased
                back to
                your Gross Salary and as of such date, your consent to the reduction
                of
                your Gross Salary shall terminate. 

            


    

    


    
      	(8)  	
              It
                is hereby being agreed and clarified that nothing herein shall be
                construed as amending the terms and provisions of your Employment
                Agreement other than with respect to the reduction in your Gross
                Salary as
                expressly specified herein.

            


    

    


    
      	(9)  	
              Nothing
                herein shall impose any obligation on the Company to continue your
                employment with the Company or shall confer upon you any right to
                continue
                in the employ of the Company and/or or restrict the right of the
                Company
                or yourself to terminate such employment at any time, in accordance
                with
                the terms of your Employment
                Agreement.

            


    

    


    
      	(10)  	
              The
                grant and acceptance of the Options imposes on you no obligation
                to
                exercise such Options.

            


    

    


    
      	(11)  	
              Subject
                to the provisions of the Parent Company's Option Plan and the Option
                Agreement to be executed by you and the Parent Company, this Letter
                Agreement constitute the entire agreement between you and the Company
                with
                respect to issues specified hereunder, and supersedes all prior
                agreements, understandings and arrangements, oral or written, between
                you
                and the Company with respect to the subject matter
                hereof

            


    

    


    
      	(12)  	
              The
                Options provided for herein are granted pursuant to the Parent Company
                Option Plan and the Option Agreement to be executed by you and the
                Parent
                Company and said Options are in all respects governed by such plan
                and
                agreement and subject to all of the terms and provisions thereof
                whether
                such terms and provisions are incorporated herein solely by reference
                or
                are expressly cited herein.

            


    

    


    
      	(13)  	
              No
                modification of this Letter Agreement shall be valid unless made
                in
                writing and signed by the parties
                hereto

            


    

     

    
      
        
        

      

      
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      	(14)  	
              This
                Letter Agreement may be executed by any of the parties hereto in
                counterparts, each of which shall be deemed to be an original, but
                all
                such counterparts shall together constitute one and the same
                instrument.

            


    

    


    
      	(15)  	
              This
                Letter Agreement shall be governed by, and construed and interpreted
                in
                accordance with, the laws of the State of Israel, and the sole and
                exclusive place of jurisdiction in any matter arising out of or in
                connection with this Agreement shall be applicable courts in
                Tel-Aviv.

            


    

    
      	 	 	 
	 	 	 Very
              Truly Yours
	 
 	 
 	 
 
	 	
              

              SpaceLogic
                LTD

            
	 	
            
	 	
              

              SecureLogic
                Corp  

            
	 	 
	 	
              I
                agree: 

            
	 	 
	 	
              

              The
                Employee   

            
	 	 


    

     

    
      
        
        

      

      
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