EXECUTIVE
      EMPLOYMENT AGREEMENT

     

    EMPLOYMENT
      AGREEMENT, dated as of the 10th
      day of
      May, 2005 between Monterey Bay Tech, Inc., a Nevada corporation with its
      principal offices at _________________________ (the “Company”) and Sholom Dolev,
      an individual residing at 3 Hadas St. Ramat-Gan, Israel (the
“Executive”).

    


    WHEREAS,
      the Company, through its SpaceLogic, Ltd. subsidiary, is in the business of
      providing software and systems for airport baggage security and baggage
      handling; 

    


    WHEREAS,
      Executive has experience in such fields; and

    


    WHEREAS,
      the Company wishes to engage Executive to serve as its Vice President of
      Security Systems.

    


    NOW
      THEREFORE, in consideration of the premises and the covenants contained herein,
      the parties hereby agree as follows:

    


    1.
      Employment.
      The
      Company hereby employs the Executive as and the Executive accepts such
      employment on the terms and conditions hereinafter set forth.

    


    2.
      Term.
      The
      term of this Agreement shall begin on May 10, 2005 date hereof and shall
      terminate on May 10, 2008 (the "Term"), unless sooner terminated in accordance
      with Paragraphs 5 or 6 below. 

    


    3.
      Duties.
      The
      Executive is engaged here as the Company’s Vice President of Security Systems
      and agrees to perform the duties and services incident to that position and
      such
      other or further duties and services to the Company and its subsidiaries of
      a
      similar nature as may be reasonably required of him by the Board of Directors
      of
      the Company or the Board's designee. Executive shall at all times be subject
      to
      the supervision of the Board of Directors of the Company and of such other
      person as the Board may designate. Executive’s regular place of work shall be
      the Company’s facility in Netanya, Israel.

     

    4.
      Compensation;
      Expenses.

    


    (a)
      Base
      Salary.
      The
      Executive shall be paid a salary at the rate of $36,000 per year, paid in
      installments in arrears in accordance with the Company's regular payroll
      practices.
      The
      Company may, at its discretion, increase the Executive's Base Salary and his
      other compensation provided for herein. Executive shall be entitled to annual
      increases in Base Salary as determined by the Board of Directors.

    


    (b)
      Fringe
      Benefits.

    


        (i)
      The
      Executive shall be entitled to participate in all insurance, vacation and other
      fringe benefit programs of the Company to the extent and on the same terms
      and
      conditions as are accorded to other management Executives of the Company,
      provided, however, that nothing herein shall be deemed to require grants or
      awards to Executive under any benefit plans which provide for awards or grants
      at the discretion of the Board of Directors or of any committee or
      administrator, and that entitlement to vacations shall be governed solely by
      clause (ii) of this subparagraph (b).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (c)
      Business
      Expenses.
      The
      Company will pay, or reimburse the Executive for, all ordinary and reasonable
      out-of-pocket business expenses incurred by Executive in connection with his
      performance of services hereunder during the Employment Term in accordance
      with
      the Company's expense authorization and approval procedures then in effect
      upon
      presentation to the Company of an itemized account and written proof of such
      expenses.

    


    5.
      Death
      or Total Disability of the Executive.

    


    (a)
      Death.
      In the
      event of the death of the Executive during the term of this Agreement, this
      Agreement shall terminate effective as of the date of the Executive's death,
      and
      the Company shall not have any further obligation or liability hereunder except
      that the Company shall pay to Executive's designated beneficiary or, if none,
      his estate, the portion, if any, of the Executive's Base Salary for the period
      up to the Executive's date of death which remains unpaid.

    


    (b)
      Total
      Disability.
      In the
      event of the Total Disability (as that term is hereinafter defined) of the
      Executive, the Company shall have the right to terminate the Executive's
      employment hereunder by giving the Executive 90 days' written notice thereof
      and, upon expiration of such 90-day period, the Company shall not have any
      further obligation or liability under this Agreement except that the Company
      shall pay to the Executive the portion, if any, of the Executive's unpaid Base
      Salary for the period up to the date on which this Agreement was terminated
      by
      the Company due to a total disability as aforesaid, provided that if the
      Executive, during any period of disability, received any periodic payments
      representing lost compensation under any health and accident policy or under
      any
      salary continuation insurance policy, the premiums for which have been paid
      by
      the Company, the amount of Base Salary that the Executive would be entitled
      to
      receive from the Company for such period of disability ending on the lapse
      of 90
      days following the Company's termination notice, shall be decreased by the
      amounts of such payments.

    


    The
      term
      "Total Disability," when used herein, shall mean a mental, emotional or physical
      condition which either (i) has rendered the Executive for a period of 90
      consecutive days during the term of this Agreement, or (ii) in the opinion
      of an
      independent a licensed physician, is expected is expected to render the
      Executive, for a period of 3 months, unable or incompetent to carry out, on
      a
      substantially full-time basis, the job responsibilities he held or tasks that
      he
      was assigned at the time the disability was incurred. 

    


    6.
      Termination
      of Employment.
      In
      addition to termination pursuant to paragraph 5: The Company shall have the
      right to terminate this Agreement for “cause”, at any time, including without
      limitation prior to the end of the Term, by giving the Executive a notice of
      termination for cause, stating in such notice the reasons constituting such
      cause; provided,
      however, that
      the
      Board of Directors of the Company shall, within a reasonable period after
      providing such notice, hold a meeting in which the Executive shall be present
      and shall be allowed to convey his opinion in the matter. Unless the Board
      elects to withdraw the notice of termination for cause as aforesaid, this
      Agreement shall be terminated upon the delivery of the notice of termination
      for
      cause to the Executive. For purposes hereof "cause”): mean (a) habitual
      intoxication which materially affects the Executive's performance; (b) drug
      addiction; (c) Executive is found guilty of fraud, embezzlement, defalcation,
      dishonesty, or commission of an act of moral turpitude which results in either
      civil or criminal liability; (d) Executive’s intentional failure, or willful
      refusal without reasonable reason, to perform his duties under this Agreement
      or
      the reasonable and proper instructions of the Chief Executive Officer, which
      breach or failure is not cured by Executive within fourteen (14) days following
      notice by the Company to Executive requiring remedy of such breach; (e)
      Executive deliberately causes harm to the Company’s business affairs or breaches
      his duty of trust or fiduciary duties to the Company or its affiliates; or
      (f)
      Executive breaches the confidentiality and/or non-competition provisions of
      this
      Agreement, provided, however, that with respect to a breach which is not
      material only to the extent that such breach was not cured within fourteen
      (14)
      days following notice by the Company to Executive requiring remedy of such
      breach.

     

    
      
        
        

      

      
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    The
      Executive shall have the right to terminate this Agreement for “just cause”, at
      any time prior to the end of the Term, by giving the Company a notice of
      termination for just cause, stating in such notice the specific reasons
      constituting the just cause. For the purposes hereof “just cause” shall mean (a)
      a material breach by the Company of a material provision of this Agreement
      which
      breach shall not have been remedied by Company within fourteen (14) days of
      service of a notice in writing by the Executive on the Company requiring remedy
      of such breach; (b) a reduction by the Company in the Executive’s Base Salary
      (other than a reduction generally applicable to service providers, executive
      officers and employees of the Company and in general similar proportion as
      for
      other employees and executive officers, and provided that such reduction does
      not exceed 10% of Executive’s then current Base Salary), (c) a
      reduction in Executives duties such that Executive
      ceases to perform services normally performed by the Vice President for Security
      Systems of the Company without the Executive's consent, or (d) the Company
      becoming bankrupt or insolvent.

    


    In
      the
      event that the Company shall discharge the Executive pursuant to paragraph
      6.1
      or in the event that the Executive resigns or otherwise terminates his
      employment with the Company for any reason other than for a "just cause" (as
      defined in paragraph 6.2 above), then the Company shall not have any further
      obligations or liability under this Agreement. Consequently, in the event that
      during the Term, this Agreement is of terminated (i) by the Executive for "just
      cause", or (ii) by the Company without "cause", then the Company shall continue
      to pay the Executive, commencing upon such termination and until the lapse
      of
      the Term, the Base Fee which he would have been entitled to receive had this
      Agreement not been terminated by the Executive for a just cause or by the
      Company without "cause", as applicable.

    


    7.
      Non-Disclosure.

    


    (a)
      Non-Disclosure.
      The
      Executive recognizes and acknowledges that he will have access to certain
      confidential information of the Company and that such information constitutes
      valuable, special and unique property of the Company. The Executive agrees
      that
      he will not, for any reason or purpose whatsoever, during or after the term
      of
      his employment, use any of such confidential information or disclose any of
      such
      confidential information to any party without express authorization of the
      Company, except as necessary in the ordinary course of performing his duties
      hereunder. The obligation of confidentiality imposed by this subparagraph shall
      not apply to information which appears in issued patents or printed publications
      or which otherwise becomes generally known in the industry through no act of
      the
      Executive in breach of this Agreement.

     

    
      
        
        

      

      
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    (b)
      Inventions,
      Designs and Product Developments.
      All
      inventions, discoveries, concepts, improvements, formulas, processes, devices,
      methods, innovations, designs, ideas and product developments (collectively,
      the
      "Developments"), developed or conceived by Executive, solely or jointly with
      others, whether or not patentable or copyrightable, at any time during the
      Employment Term and all of the Executive's right, title and interest therein,
      shall be the exclusive property of the Company. The Executive hereby assigns
      transfers and conveys to the Company all of his right title and interest in
      and
      to any and all such Developments. Executive shall disclose fully, as soon as
      practicable and in writing, all Developments to the Board of Directors of the
      Company. At any time and from time to time, upon the request of the Company,
      the
      Executive shall execute and deliver to the Company any and all instruments,
      documents and papers, give evidence and do any and all other acts which, in
      the
      opinion of counsel for the Company, are or may be necessary or desirable to
      document such transfer or to enable the Company to file and prosecute
      applications for and to acquire, maintain and enforce any and all patents,
      trademark registrations or copyrights under United States or foreign law with
      respect to any such Developments or to obtain any extension, validation,
      reissue, continuance or renewal of any such patent, trademark or copyright.
      The
      Company will be responsible for the preparation of any such instruments,
      documents and papers and for the prosecution of any such proceedings and will
      reimburse the Executive for all reasonable expenses the Executive incurs upon
      authorization of the Board of Directors of the Company. Notwithstanding anything
      to the contrary contained herein, the Company acknowledges that those inventions
      set forth on Exhibit “A” hereto, were created by Executive prior to Executive’s
      engagement by the Company (the “Prior Inventions”) and all right, title and
      interest to such Prior Inventions shall remain with Executive.

    


    (c) Corporate
      Opportunities.
      In the
      event that during the Term, any business opportunity directly related to the
      Company’s business shall come to Executive’s knowledge, Executive shall promptly
      notify the Company’s Board of Directors of such opportunity. The Executive shall
      not appropriate for himself or for any other person other than the Company,
      any
      such opportunity, except with the express written consent of the Board of
      Directors, in advance. 

    


    (d) Executive's
      obligation pursuant to this Section 7 (including all sub-sections thereof)
      shall
      survive this Agreement and shall neither be limited by, nor shall such duty
      limit, the application of the general law relating to the fiduciary duties
      of an
      employee or a service provider.

    


    8.
      Non-Competition.
      The
      Executive agrees that during the term of this agreement and for a period of
      one
      (1) year thereafter, the Executive shall not, unless acting pursuant hereto
      or
      with the prior written consent of the Board of Directors of the Company,
      directly or indirectly:

    


    (a)
      solicit business from or perform services for, any persons, company or other
      entity which at any time during the Executive's employment by the Company is
      a
      client, customer of the Company or prospective customer of Company if such
      business or services are of the same general character as those engaged in
      or
      performed by the Company (as used herein, the term “prospective customer” shall
      mean any persons, company or other entity with which the Company had conducted
      sales or marketing activities within the prior six (6) months);

     

    
      
        
        

      

      
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    (b)
      solicit for employment or in any other fashion hire any of the Executives of
      the
      Company;

    


    (c)
      own,
      manage, operate, finance, join, control or participate in the ownership,
      management, operation, financing or control of, or be connected as an officer,
      director, Executive, partner, principal, agent, representative, consultant
      or
      otherwise with any business or enterprise engaged in the business of designing,
      developing, and implementing software products designed for airport and baggage
      handling security screening (the “Business”);

    


    (d)
      use
      or permit his name to be used in connection with, any business or enterprise
      engaged in the Business; or

    


    (e)
      use
      the name of the Company or any name similar thereto, but nothing in this clause
      shall be deemed, by implication, to authorize or permit use of such name after
      expiration of such period;

    


    provided,
      however, that this provision shall not be-construed to prohibit the ownership
      by
      the Executive of not more than 5% of any class of the outstanding equity
      securities of any corporation which is engaged in any of the foregoing
      businesses having a class of securities registered pursuant to the Securities
      Exchange Act of 1934. In the event that the provisions of this Section should
      ever be adjudicated to exceed the time, geographic, service or product
      limitations permitted by applicable law in any jurisdiction, then such
      provisions shall be deemed reformed in such jurisdiction to the maximum time,
      geographic, service or product limitations permitted by applicable
      law.

    


    9.
      Equitable
      Relief; Survival.

    


    (a)
      The
      Executive acknowledges that the restrictions contained in paragraphs 7(a),
      7(b)
      and 8 hereof are, in view of the nature of the business of the Company,
      reasonable and necessary to protect the legitimate interests of the Company,
      and
      that any violation of any provisions of those Sections will result in
      irreparable injury to the Company. The Executive also acknowledges that the
      Company shall be entitled to temporary and permanent injunctive relief, without
      the necessity of proving actual damages, and to an equitable accounting of
      all
      earnings, profits and other benefits arising from any such violation, which
      rights shall be cumulative and in addition to any other rights or remedies
      to
      which the Company may be entitled. In the event of any such violation, the
      Company shall be entitled to commence an action for temporary and permanent
      injunctive relief and other equitable relief in any court of competent
      jurisdiction and Executive further irrevocably submits to the jurisdiction
      of
      any New York State court over any suit, action or proceeding arising out of
      or
      relating to paragraph 7 or 8. The Executive hereby waives, to the fullest extent
      permitted by law, any objection that he may now or hereafter have to such
      jurisdiction or to the venue of any such suit, action or proceeding brought
      in
      such a court and any claim that such suit, action or proceeding has been brought
      in any inconvenient forum. Effective service of process may be made upon the
      Executive by mail under the notice provisions contained in paragraph 12
      hereof.

     

    
      
        
        

      

      
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    (b)
      Survival of Covenants. The provisions of paragraphs 7 and 8 shall survive the
      termination of this Agreement.

    


    10.
       Remedies
      Cumulative; No Waiver.
      No
      remedy conferred upon the Company
      by this Employment Agreement is intended to be exclusive of any other remedy,
      and each and every such remedy shall be cumulative and shall be in addition
      to
      any other remedy given hereunder or now or hereafter existing at law or in
      equity. No delay or omission by the Company in exercising any right, remedy
      or
      power hereunder or existing at law or in equity shall be construed as a waiver
      thereof;, and any such right, remedy or power may be exercised by the Company
      from time to time and as often as may be deemed expedient or necessary by the
      Company in its sole discretion.

    


    11.
       Enforceability.
      If any
      provision of this Agreement shall be invalid or unenforceable, in whole or
      in
      part, then such provision shall be deemed to be modified or restricted to the
      extent and in the manner necessary to render the same valid and enforceable,
      or
      shall be deemed excised from this Agreement, as the case may require, and this
      Agreement shall be construed and enforced to the maximum extent permitted by
      law, as if such provision had been originally incorporated herein as so modified
      or restricted, or as if such provision had not been originally incorporated
      herein, as the case may be.

    


    12.
       Notices.
      All
      notices, requests, demands, claims, and other communications hereunder will
      be
      in writing. Any notice, request, demand, claim, or other communication hereunder
      shall be deemed duly given if (and then two business days after) it is sent
      by
      registered or certified mail, return receipt requested, postage prepaid, and
      addressed to the intended recipient as set forth

    below:

    


    If
      to
      Company:

     

    _____________________________________________________

    


    If
      to
      Executive:

     

    3
      Hadas
      St. Ramat-Gan, Israel 

     

    Any
      party
      hereto may give any notice, request, demand, claim or other communication
      hereunder using any other means (including personal delivery, expedited courier,
      messenger service, telecopy, telex, ordinary mail, or electronic mail), but
      no
      such notice, request, demand, claim, or other communication shall be deemed
      to
      have been duly given unless and until it actually is received by the individual
      for whom it is intended. Any party hereto may change the address to which
      notices, requests, demands, claims, and other communications hereunder are
      to be
      delivered by giving the other parties hereto notice in the manner herein set
      forth.

    


    13.
      Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the internal
      laws (and not the law of conflicts) of the State of New York.

    


    14.
      Contents
      of Agreement; Amendment and Assignment.
      This
      Agreement sets forth the entire understanding between the parties hereto with
      respect to the subject matter hereof and supersedes and is instead of all other
      employment arrangement between the Executive and the Company. This agreement
      cannot be changed, modified or terminated except upon written amendment duly
      executed by the parties hereto. All of the terms and provisions of this
      Agreement shall be binding upon and inure to the benefit of and be enforceable
      by the respective heirs, representatives, successors and assigns of the parties
      hereto, except that the duties and responsibilities of the Executive hereunder
      are of a personal nature and shall not be assignable in whole or in part by
      the
      Executive.

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, this Agreement has been executed by the parties on the date
      first above written.

     

    
      	 	 	 
	 	
            
	 
 	
              By:  


            	
               

              
                

              

              Its

            
	
            	 	 
	 	
              EXECUTIVE:

            
	 	 
	 	
	 	
              

            


    

     

    
      
        
        

      

      
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    EXHIBIT
      “A”

    THE
      PRIOR
      INVENTIONS

     

    
      	1.	
              JetLockTM
                - a security aircraft wheel lock designed to prevent and detect
                unauthorized movement of airplanes on the ground.
                

            


    

     

    
      	2.	
              SCS
                - Security Code System - a system for the verification and authentication
                of the identity of the pilot/s in command of an approaching
                aircraft.

            


    

     

    
      	3.	
              AVIATION
                SECURITY ASSESSMENT PROGRAM and oversight
                techniques.

            


    

     

    
      	4.	
              Operators
                training and qualification program for X-ray screening
                machines.

            


    

     

    
      
        
        

      

      
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