EX-10.2 EMPLOYMENT AGREEMENT W/YOSEPH SHAALTIEL

It is therefore declared, stipulated and agreed between the parties as follows:

1.

Preamble, Appendices and interpretation

1.1

The preamble and the Appendices hereto constitute an integral part thereof and are to be read as one with the remaining clauses thereof.

1.2

The headings to the clauses are for ease of reference only and are not to be applied in the interpretation of this Agreement.

2.

Declarations of the parties

The parties declare and acknowledge as follows:

2.1

This Agreement is personal and special, and regulates the relationship between the Company and the Employee and no general or special collective agreement will therefore apply to the Employee.

2.2

This Agreement encompasses all the payments and/or benefits and/or other conditions of any kind whatsoever to which the Employee is entitled from the Company.

2.3

No custom between the Company and other employees (if any) or practice will apply to the relationship between the Employee and the Company unless expressly adopted by this Agreement and to the extent so adopted. If the Company grants the Employee in a certain case or cases, any benefit or payment that has not been specified in this Agreement – the grant thereof will not create a custom between the parties or obligate the Company in any other or additional cases.

3.

Description of the position

It is hereby agreed that the Employee will work at and be employed by the Company in the position of the Company’s R&D Director.

4.

Undertakings of the Employee

4.1

The Employee undertakes to devote all his working time, energies, skills, knowledge and experience to his work in the Company, to work loyally for the Company and use his best efforts to advance the Company’s business and affairs.

4.2

The Employee undertakes not, for the duration of his employment with the Company, to engage, directly or indirectly, in any other or additional work or employment, either during or after working hours, for consideration or otherwise, unless he receives the prior written consent of the Company and approval thereto.

4.3

The Employee will not accept in connection with his employment at the Company any consideration or benefit whatsoever from any party, including from customers or suppliers of the Company, either directly or indirectly.

4.4

The Employee undertakes to notify the Company immediately of any matter or thing in which he has a personal interest or that could constitute a conflict of interest with his work at the Company.

5.

Salary

5.1

The Employee’s salary will be $7,000 (seven thousand dollars) gross per month ¹ which will be paid to him by the 9 ^th of each month in respect of the preceding month (hereinafter: " the Salary ").

5.2

The Salary will be linked, without any capped limit, to the Cost of Living Index ("Tosefet Hayoker") that will be fixed from time to time pursuant to the provisions of the general agreements in the economy regarding the Cost of Living Index (hereinafter: " the Updated Salary ").

5.3

The Board of Directors of the Company will discuss the terms of the Employee’s Salary once a year.

6.

Manager’s Insurance

6.1

The Company will preserve the continuity of the Employee’s managers insurance policy (or – the Company will acquire manager’s insurance for the Employee), as it did, immediately prior to the execution of this Agreement. Calculation of the contributions to the pension insurance plan will be made based on the gross monthly Salary.

The contributions to the pension insurance plan will be as follows:

8.3% for severance compensation –

to be contributed by and at the expense of the Company.

¹

$7,000 will be translated into new Israeli shekels on the date of the execution of this Agreement.

5% for provident payments –

to be contributed by and at the expense of the Company.

5% for provident payments –

to be deducted, with the consent of the R&D Director, from the monthly Salary and contributed at his expense.

2.5% for working disability allowance -

to be contributed by and at the expense of the Company.

6.2

The manager’s insurance policy will be owned by the Company from the date of the Employee commencing his employment, and will pass to the Employee’s ownership in the event of a termination of the employer-employee relationship between the Company and the Employee, provided such termination has not occurred in the circumstances set out in clause 13.2 hereof.

6.3

Should the working relationship between the Employee and the Company come to an end in the circumstances set out in clause 13.2 hereof, all the sums accrued according to the manager’s insurance policy before the commencement of his employment with the Company, will be transferred to the Employee from the manager’s insurance save that out of the sums that have accrued from the date of the commencement of his employment with the Company there will be transferred to the Employee from the manager’s insurance, the sums that have accrued in respect of the Employee’s contributions only, and the amounts that have accrued on account of severance pay only, will be refunded to the Company.

7.

Study fund

The Employer will set aside for the Employee’s benefit in a Clal Study fund (hereinafter: " the Study Fund ") on account of the Employer 7.5% of the amount of the monthly Salary as existing from time to time (hereinafter: " the Employer’s Contribution "), up to the ceiling recognized by the income tax authorities. The Employee will contribute to the Study Fund, in addition to the Employer’s contributions, 2.5% of his monthly Salary as existing from time to time (hereinafter: " the Employee’s Contributions to the StudyFund ").

The Employee hereby agrees to the Employer deducting from his monthly Salary, the Employee’s contribution to the Study Fund. The Employee’s signature on this Employment Agreement will be tantamount to the giving of irrevocable instructions to the Employer.

8.

Working hours

8.1

The Employee hereby declares and acknowledges that he is employed by the Company in management positions, that his work and position in the Company require a special method of personal trust and that the terms of his employment do not allow the Company to supervise his work and rest hours, and, therefore, the Work and Rest Hours Law, 5711-1951 does not apply to him.

8.2

The Employee hereby declares and acknowledges that he is aware and agrees that his employment with the Company will require him to work also at hours outside the usual working hours and he undertakes to work overtime in accordance with the Company’s requirements and pursuant to the needs of the work. The

Employee’s Salary has been set taking into account that stated above, and he will not be entitled to any additional payment for working overtime.

9.

Fringe Benefits

9.1

Vacation leave

The R&D Director will be entitled to 24 vacation days per year, and proportionately for part of the year. In reckoning the vacation days, Saturdays and Festivals will not be taken into account. The date of the vacation will be arranged between the R&D Director and the Company’s management. The Company will pay the R&D Director on the annual vacation days his Salary in full and all the benefits and ancillary fringe benefits. The vacation days may be accumulated up to a maximum of 48 days or may be encashed, at the discretion of the R&D Director.

9.2

Sick leave

The Employee will be entitled to 30 calendar days sick leave per year. The sick leave may be accumulated in accordance with the law. For the duration of the Employee’s sickness – until the expirati