SERVICES
      AGREEMENT

     

    THIS
      SERVICES AGREEMENT (the “Agreement”), dated
      the
      10 day of May 2005 (the “Effective
      Date”) by
      and
      between SpaceLogic Ltd., an Israeli corporation, whose address is 43 Hamelacha
      St, Netanya, Israel (the “Company”),
      and
      Shalom Dolev, an individual whose address is 3 Hadas St. Ramat-Gan Israel
(“DOLEV”).

     

    WHEREAS,
      the Company wishes to appoint DOLEV and DOLEV wishes to be appointed by the
      Company, to provide services to the Company

    


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


    


    
      	
              1.

            	
              THE
                ENGAGEMENT

            


    

    


    
      	
              1.1

            	
              Subject
                to the terms hereof, the Company hereby appoints DOLEV and DOLEV
                hereby
                agrees to be appointed by the Company, to provide the Company with
                the
                Services (as defined below) on the terms and conditions hereinafter
                set
                forth.

            


    

    


    
      	
              1.2

            	
              DOLEV
                shall provide the Services and fulfill his duties in connection therewith
                exclusively by himself, under the direction of, subject to the approval
                of, and shall report to, the Company’s Chief Executive Officer (the
                “CEO”).

            


    

    


    
      	
              1.4

            	
              Without
                derogating from any other provision herein, and subject to Section
                2.4
                below, the Company acknowledges that DOLEV is the owner and Director
                of
                Dolev Consultants Ltd. and receives from Dolev Consultants Ltd.
                remuneration for services rendered to third parties, and Company
                hereby
                agrees that during the Term (defined below), DOLEV shall be entitled
                to
                maintain the above position, subject to the provisions of Section
                2.5
                below.

            


    

    


    
      	
              2.

            	
              REPRESENTATIONS OF DOLEV

            


    

    


    DOLEV
      hereby represents to the Company that:

    


    
      	
              2.1

            	
              He
                has the relevant know-how, experience, qualifications and capacity
                necessary for performing the Services, as defined
                below.

            


    

    


    
      	
              2.2

            	
              The
                execution, delivery and the terms of this Agreement (i) will not
                constitute a default or breach of any agreement or other instrument
                to
                which DOLEV is party or by which he is bound, and (ii) does not require
                the consent of any person or
                entity.

            


    

    


    
      	
              2.3

            	
              In
                performing his Services hereunder, DOLEV shall not utilize any proprietary
                information of any third party.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              2.4

            	
              He
                is not employed, providing consulting services, has rights of
                representation, marketing agency or any other right whatsoever of
                any
                other company or entity which competes with the Company and the business
                currently carried on by the
                Company.

            


    

    


    
      	
              2.5

            	
              DOLEV
                shall not become engaged in other occupations for fee while engaged
                with
                the Company hereunder, unless he has first received the Company’s written
                consent. Notwithstanding the foregoing, the Company hereby agrees
                that
                Dolev may continue serving as a director of his privately owned company,
                Dolev Consultants Ltd., provided that such service requires only
                a minimal
                expenditure of time. It is also agreed that Dolev may spend negligible
                amount of time providing consulting services for the Israeli Security
                Agency and the Israeli Ministry of Transportation through Dolev
                Consultants Ltd.

            


    

    


    
      	
              2.6

            	
              He
                will exercise reasonable care and diligence to prevent, and will
                not take
                any action that could result in a conflict with, or be prejudicial
                to, the
                interests of the Company.

            


    

    


    
      	
              2.7

            	
              He
                shall devote all the required business time and attention for the
                business
                of the Company and for the full and successful fulfillment of his
                duties
                and assign to any assignments or duty, as part of the Services required
                by
                the Company, the highest priority above any other activities he may
                performs. To remove any doubt it is hereby clarified that in no event
                shall Dolev devote to the business of the Company an amount of his
                business time which is less than the amount typically provided by
                a full
                time job of an equivalent position in an equivalent start-up software
                company.

            


    

    


    
      	
              2.8

            	
              He
                will provide the Services, as stipulated in this Agreement, to the
                Company
                with a high degree of devotion, professionalism and
                proficiency.

            


    

    


    
      	
              3.

            	
              EXTENT
                AND SCOPE OF SERVICES

            


    

    


    
      	
              3.1

            	
              During
                the term hereof, DOLEV shall provide the Company with the services
                and
                work required for full and successful fulfillment of the functions
                normally performed by the Vice President for Security Systems of
                the
                Company (the “Services”).

            


    

    


    
      	
              3.2

            	
              DOLEV
                shall render the Services, as required by the Company, on such dates,
                at
                such time as shall be reasonably requested by the Company, from the
                Company’s facilities in Israel, which are currently located at
                Netanya.

            


    

    


    
      	
              3.3

            	
              During
                the term hereof, DOLEV shall keep the Company, through the CEO, or
                such
                person designated by the Board, currently informed as to his activities
                hereunder and shall, periodically and/or by request, provide the
                Company
                with written reports setting forth the Services provided by him as
                well as
                any other activity performed by Dolev Consultants
                Ltd.

            


    

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    
      	
              4.

            	
              FEE

            


    

    


    In
      consideration of the Services provided to the Company by DOLEV hereunder, the
      Company shall pay DOLEV the fee as set forth in Appendix
      A
      attached
      hereto (the “Fee”).

     

    
      	
              5.

            	
              PROPRIETARY
                INFORMATION AND
                INVENTIONS

            


    

    


    
      	 	
              5.1

            	
              DOLEV
                shall execute the Proprietary Information and Inventions and
                Non-Competition Undertaking in the form attached hereto as Appendix
                B.

            


    

    


    
      	 	
              5.2

            	
              Corporate
                Opportunities.
                In the event that during the term of this Agreement, any business
                opportunity directly related to the Company’s business shall come to
                DOLEV’s knowledge, DOLEV shall promptly notify the Company’s Board of
                Directors of such opportunity. DOLEV 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.
                DOLEV’s obligation to notify the Company and to refrain from appropriating
                all such opportunities, which have come to his knowledge during the
                term
                of this Agreement, shall survive this Agreement and shall neither
                be
                limited by, nor shall such duty limit, the application of the general
                law
                of Israel relating to the fiduciary duties of an agent or a service
                provider.

            


    

    


    
      	
              6.

            	
              TERM
                AND TERMINATION

            


    

    


    
      	 	
              6.1

            	
              This
                Agreement shall take effect from the Effective Date and unless terminated
                pursuant to the provisions of this Section 6, shall continue in full
                force
                and effect for a period of three (3) years (the
                “Term”).

            


    

    


    
      	 	
              6.2

            	
              Notwithstanding
                the provision of Section 6.1 above:

            


    

    


    
      	 	
              6.2.1

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

            


    

    


    
      	 	
              6.2.2

            	
              Total
                Disability.
                In the event of the Total Disability (as that term is hereinafter
                defined)
                of Dolev, the Company shall have the right to terminate this Agreement
                by
                giving Dolev 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 Dolev
                the portion, if any, of DOLEV's unpaid Fee 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 Dolev, 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 the Fee that Dolev 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.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

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

            


    

    


    
      	 	
              6.2.3

            	
              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 DOLEV a notice of termination for cause, stating in such notice
                the
                reasons constituting such cause; provided,
                however, that
                the Board shall, within a reasonable period after providing such
                notice,
                hold a meeting in which DOLEV 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
                DOLEV. For purposes hereof “cause” shall mean (a) habitual intoxication
                which materially affects the Executive's performance; (b) drug addiction;
                (c) that DOLEV 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) DOLEV’s intentional failure, or
                willful refusal without reasonable reason, to perform his duties
                under
                this Agreement or the reasonable and proper instructions of the CEO,
                which
                breach or failure is not cured by DOLEV within fourteen (14) days
                following notice by the Company to DOLEV requiring remedy of such
                breach;
                (e) DOLEV 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) DOLEV 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 DOLEV requiring remedy of such
                breach.

            


    

    


    
      	 	
              6.2.4

            	
              DOLEV
                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. In the event of termination of this
                Agreement
                by DOLEV for just cause, the Company shall continue to pay DOLEV,
                commencing upon such termination and until the lapse of the Term,
                the
                entire consideration which he would have been entitled to receive,
                in
                accordance with Appendix
                A,
                had this Agreement not been terminated by DOLEV for a just cause
                as
                aforesaid. 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 DOLEV on the Company requiring
                remedy
                of such breach; (b) a reduction by the Company in DOLEV’s terms of
                engagement or compensation (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 DOLEV’s then
                current Fee), (c) a
                reduction in DOLEV’s duties such that DOLEV
                ceases to provide services covering the functions normally performed
                by
                the Vice President for Security Systems of the Company without DOLEV’s
                consent, or (d) the Company becoming bankrupt or
                insolvent.

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
              7.

            	
              INDEPENDENT CONTRACTORS

            


    

    


    
      	 	
              7.1

            	
              DOLEV
                warrants that he is aware that this Agreement is an agreement for
                the
                provision of management services only, does not create employer-employee
                relations between him and the Company and does not confer upon him
                any
                rights save for those set forth
                herein.

            


    

    


    
      	 	
              7.2

            	
              Without
                prejudice to the generality of the foregoing, it is hereby agreed
                that
                DOLEV shall not be entitled to receive from the Company severance
                pay or
                any other payment or consideration deriving from employee-employer
                relations and/or the termination thereof, including, but not limited
                to,
                social benefits, managers’ insurance fund, education fund, or the like.
                DOLEV further undertakes that he shall not bring a claim against
                the
                Company with any cause of action based on employee-employer relations
                between him and the Company, and undertakes to indemnify the Company,
                upon
                its first demand, for all reasonable expenses that may be occasioned
                to it
                in respect of or in connection with any claim in connection with
                such
                employeeemployer relations. DOLEV declares that the Fee he receives
                according to this contract is 19% higher than the salary that he
                would
                have received as an employee.

            


    

    


    
      	 	
              7.3

            	
              If,
                for any reason whatsoever, any competent authority, including a judicial
                entity, determines that DOLEV is to be regarded as an employee of
                the
                Company, or entitled to any amounts that are derived from
                employee-employer relationships, then in lieu of the Fee that was
                paid to
                DOLEV by the Company as of the effective date of this Agreement,
                DOLEV
                shall be deemed to be entitled to a reduced consideration which equals
                $11,426 (84%) of the Fee (the “Reduced
                Consideration”). DOLEV’s entitlement
                to the Reduced Consideration shall be regarded as gross fee and shall
                apply retroactively as of the effective date, and DOLEV shall immediately
                refund to the Company any amount paid on account of the Fee by the
                Company
                as of the effective date in excess of the Reduced Consideration.
                Such
                amounts in access shall be linked to the
                RRE.

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
              8.

            	
              MISCELLANEOUS

            


    

    


    
      	 	
              8.1

            	
              Any
                notice required or permitted hereunder shall be given in writing
                and shall
                be deemed given if sent by facsimile transmission or registered airmail
                to
                the address of the Party. If sent by facsimile, it shall be deemed
                to have
                arrived twenty-four (24) hours after transmission, and if sent by
                registered airmail, it shall be deemed to have arrived ten (10) days
                after
                posting.

            


    

    


    
      	 	
              8.2

            	
              This
                Agreement, including all schedules and exhibit thereto, is the entire
                agreement between the parties with respect to the subject matter
                hereof,
                and supersedes all prior understandings, agreements and discussions
                between them, either written or oral, with respect to such subject
                matter.

            


    

    


    
      	 	
              8.3

            	
              This
                Agreement shall not be modified or amended except by a written instrument
                signed by the parties hereto.

            


    

    


    
      	 	
              8.4

            	
              This
                Agreement shall be governed by, interpreted and construed in accordance
                with the laws of the State of Israel. The competent court in Tel
                Aviv,
                Israel shall have sole and exclusive jurisdiction regarding any dispute
                or
                claim arising hereunder.

            


    

    


    
      	 	
              8.5

            	
              Unless
                provided to the contrary in this Agreement, DOLEV shall not assign
                this
                Agreement to any third party, in whole or in part. The Company may
                assign
                this Agreement to any of its affiliate, upon the provision of written
                notice to DOLEV.

            


    

    


    
      	 	
              8.6

            	
              Any
                provision hereof which is found to be invalid, illegal or unenforceable
                under any applicable provision of valid laws, shall be amended to
                the
                extent required to render it valid, legal and enforceable under such
                laws
                (or deleted if no such amendment is feasible), and such amendment
                or
                deletion shall not effect the enforceability of the other provisions
                hereof.

            


    

    


    
      	 	
              8.7

            	
              The
                Parties agree that a waiver or a failure of either party at any time
                to
                require performance by the other Party of any of the provisions herein
                shall not operate as a waiver of the right of that party to request
                strict
                performance of the same or like provisions, whether of similar or
                of
                different nature, or any other provisions hereof, at a later
                time.

            


    

    


    
      	 	
              8.8

            	
              For
                as long as this Agreement shall be in force or DOLEV shall serve
                as a
                director of Monterey Bay Tech Inc. or the Company, the Company and
                Monterey Bay Tech Inc. shall have in full force and effect a Directors
                and
                Officers Insurance Policy, on terms determined by the Company’s Board of
                Directors, which shall cover DOLEV in his roles under this Agreement
                and
                as a director. Such policy will have coverage of at least US$2,000,000.
                In
                addition, the Company shall enter into its standard form of
                indemnification agreement with
                DOLEV.

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	 	
              8.9

            	
              Anything
                in this Agreement to the contrary notwithstanding, in the event that
                the
                Board of Directors so determines, and provided that DOLEV shall have
                been
                given an adequate opportunity to convey his opinion in the matter,
                the
                parties will enter into an Employment Agreement, pursuant to which
                DOLEV
                shall be retained by the Company as an employee and shall perform
                the
                responsibilities of its Vice President for Security Systems, in such
                a
                manner that shall not alter the economic benefits conferred upon
                the
                parties as contemplated herein.

            


    

    


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

     

    
      
        	 	 	 
	 SPACELOGIC
                LTD.	 	
                SHALOM
                  DOLEV

              
	 	 	 
	By: 
                 	 	 By:

	
                
                  

                
Title: 	 	
                
                  

                

              
	 	 	 


      

    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    APPENDIX A

    


    FEE

    


    MONTHLY SERVICE FEE

    


    
      	
              1.1

            	
              As
                of the Effective Date, the Company shall pay DOLEV an aggregate monthly
                service fee of fourteen thousand one hundred and seventy four US
                Dollars
                (US 14,174) (the “Service Fee”). Such amount shall not include VAT which
                shall be added to each Service Fee, if applicable. The Service Fee
                shall
                be paid in New Israeli Shekels and shall be linked to the representative
                rate of exchange of the U.S. Dollar as published by the Bank of Israel
                (“RRE”) and known on the date of actual payment of each monthly payment,
                provided, however, that in no event shall the RRE be lower than NIS
                4.40.

            


    

    


    
      	
              1.2

            	
              The
                Service Fee shall be reviewed annually by the Board, provided, however,
                that the Board may not decrease such Service Fee. Nothing in this
                Section
                1 shall constitute an undertaking on behalf of the Company to increase
                the
                Service Fee, unless so decided by the sole discretion of the
                Board.

            


    

    


    
      	
              1.3

            	
              The
                Service Fee shall constitute the total amount of compensation to
                be paid
                to DOLEV for the Services.

            


    

    


    
      	
              2.

            	
              VACATION.

            


    

    


    DOLEV
      shall be entitled to twenty four (24) working days of paid vacation annually
      during the Term of this Agreement (prorated for any calendar year during which
      he is engaged hereunder), to be taken at such times as shall be mutually agreed
      upon between DOLEV and the Company. A “working day” shall mean Sunday to
      Thursday inclusive. Vacation days may be accumulated up to two
      years.

    


    
      	
              3.

            	
              COMPANY CAR

            


    

    


    As
      of the
      Effective Date and during the Term, The Company shall provide DOLEV with an
      appropriate automobile, in such model as shall be determined by Company. The
      Company shall pay all actual maintenance, gas and insurance expenses of the
      automobile. All tax obligations related to the automobile shall be borne by
      Dolev.

    


    
      	
              4.

            	
              PHONE

            


    

    


    
      	
              4.1

            	
              Mobile
                Phone. As
                of the Effective Date and during the Term, the Company shall purchase
                and
                maintain for DOLEV a portable cellular phone to be used for business
                purposes only. The Company shall bear all the expenses of the usage
                of
                such cellular phone by DOLEV.

            


    

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    


    
      	
              4.2

            	
              Phone
                Line. As
                of the Effective Date and during the Term, the Company shall bear
                all
                expenses incurred in connection with the maintenance of a dedicated
                telephone line in DOLEV’s home, solely for the purpose of enabling DOLEV
                to conduct business affairs from his home after normal working
                hours.

            


    

    


    
      	
              5.

            	
              BONUS

            


    

    


    The
      Board
      of Directors of the Company may, in its sole discretion, allot to DOLEV a
      performance bonus at the end of each year, commencing on the first anniversary
      of this Agreement. DOLEV’s entitlement to such bonus and the amount thereof, if
      at all, shall be in the sole discretion of the Board of Directors of the
      Company.

    


    
      	
              6.

            	
              EXPENSES

            


    

    


    The
      Company shall reimburse DOLEV for his normal and reasonable expenses incurred
      for travel, entertainment and similar items in promoting and carrying out the
      business of the Company in accordance with the Company’ general policy, in
      effect from time to time. As a condition of reimbursement, DOLEV agrees to
      provide the Company with all available invoices and receipts, and otherwise
      account to the Company in sufficient detail to allow the Company to claim an
      income tax deduction for such paid item, if such item is deductible.
      Reimbursement shall be made on a monthly, or more frequent, basis, consistent
      with the Company’s general policy.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    APPENDIX B

    


    PROPRIETARY INFORMATION AND INVENTION UNDERTAKING

    


    


    THIS
      UNDERTAKING (the “Undertaking”), is
      entered into as of the 10 day of May, 2005 by Shalom Dolev, an individual whose
      address is 3 Hadas St. Ramat-Gan (“DOLEV’ or the “DOLEV”).

    


    WHEREAS
      Dolev
      has
      entered or intends to enter a Services Agreement (the “Services Agreement”) with
      SpaceLogic Ltd., an Israeli Company, whose address is 43 Hamelacha St, Netanya,
      Israel, SecureLogic Inc., a Delaware corporation, whose address is
      ____________________, USA and Monterey Bay Tech Inc., a Nevada corporation,
      whose address is ____________________, USA (collectively: the “Company”);
      and

    


    WHEREAS
      capitalized
      terms used but not defined herein shall have the meaning ascribed to such terms
      in the Services Agreement; and

    


    WHEREAS
      DOLEV agreed
      to
      enter into this Undertaking;

    


    NOW,
      THEREFORE, DOLEV undertakes and warrants
      towards the Company and any subsidiary and parent company of the Company as
      follows:

    


    
      	
              1.

            	
              CONFIDENTIAL INFORMATION

            


    

    


    
      	
              1.1

            	
              In
                the course of providing services to the Company pursuant to the Services
                Agreement, DOLEV may have access to, and become familiar with,
                “Confidential Information” of the Company (as hereinafter defined). DOLEV
                shall at all times hereinafter maintain in the strictest confidence
                all
                such Confidential Information and shall not divulge any Confidential
                Information to any person, firm or corporation with the prior written
                consent of the Company. For purposes hereof, “Confidential
                Information” shall
                mean all information in any and all medium which is marked or indicated
                to
                be confidential or proprietary, or which is confidential or proprietary
                by
                its nature, including, without limitation, data, technology, know-how,
                inventions, ideas, discoveries, designs, processes, formulations,
                samples,
                compositions, methods, models, and/or trade and business secrets
                relating
                to any line of business in which the Company is involved. Confidential
                Information will also include the Company’s development, marketing and
                business plans relating to current, planned, old or future
                products.

            


    

    


    
      	
              1.2

            	
              DOLEV
                shall not use Confidential Information for, or in connection with,
                the
                development, manufacture or the use of any product or for any other
                purpose whatsoever except as and to the extent provided in this
                Undertaking or in any other subsequent agreement between the
                parties.

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    


    
      	
              1.3

            	
              Notwithstanding
                the foregoing, Confidential Information shall not include information
                which DOLEV can evidence to the Company by appropriate documentation:
                (i)
                is in, or enters the public domain otherwise than by reason of a
                breach
                hereof by DOLEV; (ii) is known by DOLEV at the time of disclosure
                thereof
                by the Company; (iii) is independently developed by DOLEV without
                recourse
                to Confidential Information; or (iv) is rightfully transmitted or
                disclosed to DOLEV by a third party which does not owe an obligation
                of
                confidentiality with respect to such
                information.

            


    

    


    
      	
              1.4

            	
              All
                Confidential Information made available to, or received by, DOLEV
                shall
                remain the property of the Company, and no license or other rights
                in or
                to the Confidential Information is granted hereby, the obligation
                of DOLEV
                is not to use any Confidential Information disclosed pursuant to
                this
                Undertaking except as provided in this Undertaking, shall remain
                in effect
                indefinitely, and DOLEV shall be prohibited from disclosing any such
                Confidential Information during the term of the Services Agreement
                or
                thereafter.

            


    

    


    
      	
              1.5

            	
              All
                files, records, documents, drawings, specifications, equipment and
                similar
                items relating to the business of the Company, whether prepared by
                DOLEV
                or otherwise coming into his possession, and whether classified as
                Confidential Information or not, shall remain the exclusive property
                of
                the Company. Upon termination or expiration of this Undertaking,
                or upon
                request by the Company, DOLEV shall promptly turn over to the Company
                all
                such files, records, reports analysis, documents and other material
                of any
                kind concerning the Company, which DOLEV obtained, received or prepared
                pursuant to this Undertaking.

            


    

    


    
      	
              1.6

            	
              Except
                with prior written authorization by the Board, DOLEV agrees not to
                disclose or publish any of the Confidential Information or material
                of the
                Company, its clients, partners, shareholders or suppliers, or any
                other
                party to whom the Company owes an obligation of confidence, at any
                time
                during or after his engagement with the
                Company.

            


    

    


    
      	
              1.7

            	
              DOLEV
                agrees, during his engagement with the Company, not to improperly
                use or
                disclose any proprietary information or trade secrets of any former
                or
                concurrent employer or other person or entity and that he will not
                bring
                onto the premises of the Company any unpublished document or proprietary
                information belonging to any such employer, person or entity unless
                consented to in writing by such employer, person or
                entity.

            


    

    


    
      	
              1.8

            	
              DOLEV
                recognizes that the Company has received and in the future will receive
                from third parties their confidential or proprietary 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. DOLEV
                agrees
                to hold all such confidential or proprietary information in the strictest
                confidence and not to disclose it to any person, firm or corporation
                or to
                use it except as necessary in carrying
                out

            


    

    
       

      Services
        that DOLEV provides to the Company consistent with the Company’s agreement with
        such third party.

       

    

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      	
              2.

            	
              INVENTIONS.

            


    

    


    
      	
              2.1

            	
              DOLEV
                has attached hereto, as Exhibit
                A,
                a
                list describing all inventions, original works of authorship,
                developments, improvements, and trade secrets which were made by
                DOLEV
                prior to his engagement with the Company (collectively referred to
                as
                “Prior
                Inventions”), which
                belong to DOLEV, which relate to the Company’s proposed business, products
                or research and development, and which are not
                assigned
                to
                the Company hereunder; or, if no such list is attached, DOLEV represents
                that there are no such Prior Inventions. If in the course of the
                Services
                Agreement with the Company, DOLEV incorporates into a product, process
                or
                machine of the Company a Prior Invention owned by DOLEV or in which
                DOLEV
                has an interest, the Company is hereby granted and shall have a
                nonexclusive, royalty-free, irrevocable, perpetual, worldwide license
                to
                make, have made, modify, use and sell such Prior Invention as part
                of or
                in connection with such product, process or
                machine.

            


    

    


    
      	
              2.2

            	
              DOLEV
                will disclose and deliver to the Company for the exclusive use and
                benefit
                of the Company any Inventions (which in this paragraph shall mean
                any
                discovery, technique, design, formula, method of manufacture, inventions,
                secret process, improvements, and modifications (whether or not capable
                of
                protection by rights in the nature of intellectual property) which
                DOLEV
                alone or with one or more others has made or discovered during the
                Term of
                the Services Agreement and which pertain to or result from any services
                which DOLEV has provided or may hereafter provide to the Company,
                promptly
                upon the making, devising, or discovering of the same, and will give
                all
                information and data in his possession as to the exact mode of working,
                producing, and using the same and also all such explanations and
                instructions as may in the view of the Company be necessary to enable
                the
                full and effectual working, production, or use of the same and will
                at the
                expense of the Company furnish it with all necessary plans, drawings,
                formulae, and models.

            


    

    


    
      	
              2.3

            	
              DOLEV,
                during the Term of the Services Agreement, will without charge to
                but at
                the expense of the Company execute and do all acts, matters, documents,
                and things to enable the Company or its nominee to apply for and
                obtain
                protection for the Inventions in any or all countries and to vest
                title in
                the Company or such nominee
                absolutely.

            


    

    


    
      	
              2.4

            	
              DOLEV
                hereby irrevocably appoints the Company to be his attorney in his
                name and
                on his behalf to execute and do such acts, matters, documents, and
                things
                as aforesaid and generally to use his name for the purpose of giving
                to
                the Company (or its nominee) the full benefit of the provisions of
                this
                section. In favor of any third party a certificate signed by any
                director
                or the secretary of the Company that an instrument or act falls within
                the
                authority hereby conferred shall be conclusive evidence that such
                is the
                case.

            


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      	
              2.5

            	
              During
                the Term of the Services Agreement and at all times thereafter DOLEV
                will
                (whether by omission or commission) do nothing to affect or imperil
                the
                validity of the protection for the Inventions obtained or applied
                for by
                the Company or its nominee pursuant to this paragraph. DOLEV will
                at the
                direction and expense of the Company render all assistance within
                his
                power to obtain and maintain such protection or application or any
                extension thereof.

            


    

    


    
      	
              2.6

            	
              Nothing
                in the Services Agreement and/or this Undertaking shall oblige the
                Company
                to seek patent or other protection for any Invention nor to exploit
                any
                Invention.

            


    

    


    
      	
              2.7

            	
              DOLEV
                shall promptly disclose to the Company all copyright works or designs
                originated, conceived, written, or made by him alone or with others
                (except only those works originated, conceived, written, or made
                by him
                prior to being employed by the Company or on his own time and not
                derived
                from or related to the Services that he provides to the Company)
                and
                shall, until such rights shall be fully and absolutely vested in
                the
                Company, hold them in trust for the
                Company.

            


    

    


    
      	
              2.8

            	
              DOLEV
                hereby assigns to the Company by way of future assignment all copyright,
                design right, and other proprietary rights, if any, for the full
                terms
                thereof throughout the world in respect of all copyright works and
                designs
                originated, conceived, written, or made by DOLEV (except only those
                works
                or designs originated, conceived, written, or made by DOLEV wholly
                outside
                his services to the Company and wholly unconnected with the services he
                renders to the Company) during the period of the Services Agreement
                hereunder and during all previous periods of engagement with the
                Company.

            


    

    


    
      	
              2.9

            	
              DOLEV
                will, at the request and expense of the Company, do all things necessary
                or desirable to substantiate the rights of the Company under Section
                2.8,
                and is hereby acknowledges and agrees that the provisions of this
                paragraph shall survive any termination of the Services
                Agreement.

            


    

    


    
      	
              2.10

            	
              In
                the event that following the termination of the Services Agreement
                with
                the Company, DOLEV is requested to assist the Company on any matter
                related to this Section 2, the Company will be required to pay DOLEV
                the
                standard fee DOLEV may charge at that time for consulting or advising
                other third parties as remuneration for DOLEV’s efforts
                hereunder.

            


    

     

    
      	
              2.11

            	
              DOLEV’s
                obligations pursuant to Section 1 and 2 above shall survive this
                Agreement
                and shall neither be limited by, nor shall such duty limit, the
                application of the general law of Israel relating to the fiduciary
                duties
                of an agent or a service provider.

            


    

     

    
      	
              3.

            	
              NON-COMPETITION

            


    

    


    
      	
              3.1

            	
              DOLEV
                acknowledges that the Fee that he is entitled to receive pursuant
                to the
                services Agreement and the Term thereof comprise a special compensation
                for his undertaking under this Section 3. In order to enable the
                Company
                to effectively protect its Confidential Information, DOLEV agrees
                and
                undertakes 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 period that DOLEV has provided services
        to
        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);

    

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    (b)
      solicit for employment or in any other fashion hire any of the employees 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 employee,
      consultant, 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”),
      provided, however, that this sub-section shall not be-construed to prohibit
      the
      ownership by Dolev 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, provided that Dolev has no active roll in such
      corporation.

    


    (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;

    


    
      	 	
              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.

            


    

    


    
      	
              3.2

            	
              DOLEV
                specifically acknowledges, stipulates and agrees as follows: (i)
                the
                protective covenants set forth herein are reasonable and necessary
                to
                protect the goodwill, property and Confidential Information of the
                Company, and the operations and business of Company; and (ii) the
                time
                duration of the protective covenants is reasonable and necessary
                to
                protect the goodwill and the operations and business of Company,
                and does
                not impose a greater restrain than is necessary to protect the goodwill
                or
                other business interests of Company. Nevertheless, if any one or
                more of
                the terms contained in this Section 3 shall for any reason be held
                to be
                excessively broad with regard to time, geographic scope or activity,
                the
                term shall be construed in a manner to enable it to be enforced to
                the
                extent compatible with applicable
                law.

            


    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the undersigned have executed this Undertaking as of the date
      first written above.

    


    
      	 	 	 	 
	 SPACELOGIC
              LTD.	 	 	 SHALOM
              DOLEV
	 	 	 	 
	By:
	 	 	By:

	
              
                

              

              Title:

            	 	 	
              
                

              

            
	
            	 	 	 


    

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    EXHIBIT A

    


    LIST
      OF
      DOLEV’S PRIOR INVENTIONS AND COPYRIGHTS


     

    
      	 	
              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.

            


    

     

    
      
        
        

      

      
        16