**Exhibit10.2**

 

| SPECIAL PERSONAL EMPLOYMENT CONTRACT |   | MEDIS EL LTD. |
|--------------------------------------|--------|---------------|

 

ENTERED INTO ON THE 15THDAY OF JULY 2002

 

| BETWEEN |   | MEDIS EL LTD. – 14 SHIVZEI YEHUD                                               |
|---------|--------|-------------------------------------------------------------------------------------|
|    |   | (HEREINAFTER “COMPANY”)                                                   | AS ONE PARTY |
|    |   |                                                                                |
| AND     |
|    |   |                                                                                |
|    |   | MR. YAAKOV WEISS IDENTITY CARD NO. 011178514,  6 IBN SHMUEL STREET, JERUSALEM 97230 |

 

Whereas the employee represents that he possesses the professionalknowledge and expertise in the field of business development.

 

Whereas the Company desires to employ the employee in his field ofexpertise by a special personal contract.

 

Whereas the Employee desires to be employed by the Company by apersonal contract.

 

**Thereforeit is stipulated and agreed among the Parties as follows:**

 

**1.**                                      **Preamble**

 

The Preamble tothis contract constitutes an integral part thereof.

 

**2.**                                      **Term of Contract:**

 

The contractcommences on the date of 1.7.2002 and may be terminated upon prior notice asset forth in section 9 herein.

 

**3.**                                      **Special Contract**

 

3.1                                 Thisspecial personal contract is comprehensive and arranges the relationshipbetween the Company and the Employee and exclusively determines all the termsof the employee’s employment by the Company.

 

3.2                                 Theengagement among the Company and the employee established hereunder is for adetermined period as set forth in the foregoing section 2 subject to theprovisions of section 9 herein and shall not confer upon the employee thestatus of a permanent employee in the Company.

 

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**4.**                                      **Personal Loyalty**

 

4.1                                 Theemployee undertakes to work during the contract period with devotion andloyalty and to use all his abilities, knowledge and experience for the benefitof the Company and to fulfill all tasks given to him by the Company.

 

4.2                                 Theemployee undertakes to heed the directives of his supervisors and fulfill allwritten and verbal directives and procedures of the Company, including thoserelating to work, safety and sanitary procedures, work hours, attendance,disciplinary directives and procedures.

These directives andprocedures constitute an integral part hereof and shall bind the parties.

 

4.3                                 Theemployee undertakes to notify the Company, immediately without any delay, ofany matter or issue in respect of which he has a personal interest and/or thatmay create a conflict of interest with his position at the Company.

 

**5.**                                      **Work**

 

5.1                                 Theemployee undertakes to perform every task assigned to him in the field of hisexpertise.

 

5.2                                 TheEmployee undertakes to work such hours as required by his position includingadditional hours as approved by the management of the Company.

 

5.3                                 Theweekly hours are: 40 hours, Sunday – Thursday between 08:30 – 16:30 including alunch break of one half-hour.

 

**6.**                                      **Salary**

 

6.1                                 Theemployee’s salary and other terms shall be as set forth in Schedule A’ appendedhereto.

At the expiration of eachyear the terms of salary shall be discussed with the employee.

 

6.2                                 Costof living increase shall be given as practiced in the market.

 

6.3                                 Inthe event that the rate of increase of the consumer price index exceeds 15%annually the employee shall be compensated for the difference between theincrease of the index and the cost of living increase which he received. Thiscalculation will be made at the end of every year.

 

**7.**                                      **Confidentiality and Security**

 

7.1                                 Theemployee undertakes to keep confidential and shall not transmit or bring to theattention of any person any knowledge

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that he acquires in respect of his work with theCompany and which may harm the Company’s business. The employee represents andcovenants that he is aware that non-compliance with his obligations under thissection shall constitute a crime unless he received written permission to do sofrom the management of the Company.

 

7.2                                 Theemployee undertakes to comply with all security directives and procedures asare practiced by the Company.

 

7.3                                 Furtherto the foregoing, for the duration of the contract period, the employeeundertakes not to reveal and/or transmit to any person and/or body outside theCompany, information that he acquired during his employment and/or relating tothe Company that is not in the public domain. The employee undertakes toprotect all secrets relating to the Company and its business.

 

**8.**                                      **Rights to Inventions and Patents**

 

Any invention, idea or patent discovered by theemployee during his employment with or for the Company shall be deemed theproperty of and shall belong to the Company and the Company may take suchactions in respect thereof as it desires and may register the invention, patentor idea in its name.

 

**9.**                                      **Termination of Contract**

 

9.1                                 Notwithstandingthe provisions of the foregoing section 2, each of the parties may at any timebring this contract to an end by delivery of 30 days prior written notice tothe other party.

 

Termination of the contract, as set forth above, shallnot be considered a breach of contract nor shall it serve as a cause fordemanding compensation with the exception of an action brought for severancepay according to the Severance Pay Law 5723 – 1963 if warranted under thecircumstances of the termination.

 

9.1.1                        Theemployee shall be entitled to severance pay for his work in “Medis El” ifdismissed from his work or if he resigned pursuant to section 9.1 above, exceptfor reasons enumerated in section 9.3 herein. This section shall enter intoeffect after the employee has been employed for at least one year at Medis El.

 

9.2                                 Ifthe employee incurs a permanent disability or chronic illness as a result ofwhich he cannot continue to function in his position, and his sick leave underthe law and as practiced

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by the Company in respect of special contractemployees, has expired, the Company may bring the contract to an end by suchadvance notice as stated in section 9.1.

 

9.3                                 Inaddition to the provisions of section 9.1, the Company may bring this contractto an end and may terminate the employee’s work immediately without priornotice under the following circumstances:

 

9.3.1                        Theemployee violated any of the provisions of this contract and/or an instructionand/or directive of the Company’s directives or procedures and did not rectifysuch wrongdoing within 15 days from receipt of written notice to so.

 

9.3.2                        Theemployee breached his fiduciary duty towards the Company.

 

9.3.3                        Theemployee was convicted of a criminal charge that carries with it disgrace, or acrime that tarnishes the reputation of the employee.

 

9.4                                 Ifthe Company terminated the employee’s employment as a result of any of theinstances listed in subsections 9.3.1, 9.3.2. 9.3.3 such dismissal shall not bedeemed a breach of contract and shall not serve as a cause of action to recoverseverance pay if the circumstances of the termination are such that wouldjustify dismissal without severance pay.

 

**10.**                               **Waiver**

 

If the Company waived a right to which it was entitledhereunder, such waiver shall not constitute a precedent for any identicalsituation, and shall not become the rule for any similar incident and theCompany shall not be prevented from using the waived right at any other time.

 

**11.**                               **Change, Revocation**

 

Any change and/or revocation of any sections hereundershall be made in writing only and signed by both parties.

 

**12.**                               **Notices**

 

The addresses of the parties to this contract are setforth in the Preamble. Any notice sent by registered mail to the other partyaccording to such address shall be deemed as having been received by theaddressee three days from the date of delivery of said notice to the PostOffice and if hand delivered – upon delivery.

 

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**INWITNESS WHEREOF THE PARTIES SET THEIR HAND,**

 
|     |                           |   |   |
|----------|--------------------------------|--------|--------|
| EMPLOYEE | REPRESENTATIVE OF THE  COMPANY |

 

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**SCHEDULE**

 

 

Yaakov Weiss

Name and surname

 

 

1.                                       Salary,Social benefits, other benefits.

 

A.                                   Salary

 

7,506 dollars tobe paid in new shekels according to the representative rate of the dollar.

 

B.                                     Otherpayments.

 

Payments added tothe salary –

Recreationallocation to be paid to the employee as follows:

Entitled to 15recreation days annually.

 

C.                                     Additionalterms.

 

Vacation days - 21work days annually.

 

ContinuingEducation Fund – for Academics

 

Entitled to 24sick days annually.

 

D.                                    SocialBenefits

 

The employee isentitled to the social benefits enumerated in section 2 below.

 

2.                                       ManagersInsurance

 

Allocationstowards Managers Insurance, 5.5% to be paid by the employee and 6% by theCompany and 8.33% towards severance pay, until the tax exempt limit.

 

3.                                       Allocationstowards continuing education fund at 7.5% of the salary mentioned in section 1.2.5% of the salary will be deducted from the employee and transferred to thefund. Until the tax exempt limit.

 

4.                                       Entitledto recreation pay, the amount of such pay to be revised annually per law.

 

5.                                       TheCompany shall provide the employee with a car containing a 2 liter engine andshall deduct the charges in respect thereto from his salary as allowed by law.

 

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