Manuka, Inc. - Quarter Report: 2010 June (Form 10-Q)

     Pursuant to the Settlement Agreement, InkSure and SuperCom shall pay to
Secu-System an aggregate amount, which will be between NIS1,500,000 - NIS
2,000,000 (approximately between $388,200 and $517,600 at the exchange rate as
of July 22, 2010), with the exact amount (the "Settlement Amount") to be
determined by the mediator as follows: (i) each of InkSure and SuperCom shall be
responsible, severally but not jointly, to pay 50% of the Settlement Amount;
(ii) within 10 business days after the execution of the Settlement Agreement,
InkSure shall deposit 50% of the Settlement Amount in trust with the Trustee;
(iii) SuperCom shall deposit its 50% of the Settlement Amount with the Trustee
in 10 equal monthly installments, commencing on the first calendar month after
the execution of the Settlement Agreement. SuperCom's payments shall carry an
annual interest at the rate of a 4% per annum; and (iv) should SuperCom fail to
pay any of the monthly installments within 7 days of its due date, its entire
share of the Settlement Amount shall become immediately due. As of June 30,
2010, the company has accrued an amount of $226,400 to cover its share in the
settlement costs.

     Should SuperCom fail to timely pay any of the monthly installments and the
balance of the Settlement Amount shall became immediately due, Secu-System may
declare that the Settlement Agreement did not become effective, in which case
the proceedings in the case shall continue with each party maintaining its
respective rights and claims.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

     In this section, "Management's Discussion and Analysis of Financial
Condition and Results of Operation," references to "we," "us," "our," and "ours"
refer to InkSure Technologies Inc. and its consolidated subsidiaries.

     This Quarterly Report on Form 10-Q contains statements that may constitute
"forward-looking statements". Generally, forward-looking statements include
words or phrases such as "anticipates," "believes," "estimates," "expects,"
"intends," "plans," "projects," "could," "may," "might," "should," "will" and
words and phrases of similar import. Such statements are based on management's
current expectations and are subject to a number of risks and uncertainties,
including, but not limited to, the difficulty inherent in operating an
early-stage company in a new and rapidly evolving market, market and economic
conditions, the impact of competitive products, product demand and market
acceptance risks, changes in product mix, our ability to improve our margins,
costs and availability of raw materials, fluctuations in operating results,
delays in development of highly complex products, risks from uncertainties
regarding litigation or mediation, risk of customer contract or sales order
cancellations and other risks detailed from time to time in our filings with the
Securities and Exchange Commission. These risks and uncertainties could cause
our actual results to differ materially from those described in the
forward-looking statements. Any forward-looking statement represents our
expectations or forecasts only as of the date it was made and should not be
relied upon as representing its expectations or forecasts as of any subsequent
date. Except as required by law, we undertake no obligation to correct or update
any forward-looking statement, whether as a result of new information, future
events or otherwise, even if our expectations or forecasts change.

     The following discussion and analysis should be read in conjunction with
the financial statements, related notes and other information included in this
Quarterly Report on Form 10-Q and with the Risk Factors included in Item 1A in
our Annual Report on Form 10-K for the year ended December 31, 2009.

     OVERVIEW

     We specialize in comprehensive security solutions, designed to protect
branded products and documents of value from counterfeiting, fraud, and
diversion. By creating "Smart Protection" systems from proprietary
machine-readable authentication technologies, we help governments, companies and
organizations worldwide regain control over their most valuable assets, their
products, their reputation and their revenues. We employ a team of experts in
the fields of material science, electro-optics and software. We utilize
cross-disciplinary technological innovations to implement customized and cost
efficient security systems for data and asset integrity within the customer's
existing infrastructure and environment.

     Our SmartInkTM solutions enable authentication and tracking of documents
and products by adding special chemical markers to standard inks and coatings.
The combination of markers, inks and materials produce electro-optic
"signatures", unique codes that are seamlessly incorporated into the printed
media used by the customer. Proprietary computerized readers, available in
hand-held, stationary and modular kit configurations, quickly verify these codes
by manual or automatic operation. By focusing on customer driven solutions, we
are able to offer added value through enhanced reader functionality, including
high-speed automatic sorting, one-to-many code matching, first and second level
track and trace, code activation at the point of distribution and detrimental
authentication for debit applications. The inherent flexibility of our
technology also enables overlaying the machine-readable codes onto holograms and
other overt features, resulting in multi-layered security that is both effective
and economical.

     We are currently developing chipless Radio Frequency Identification, or
RFID, technology that is being designed to enable low-cost tagging of items.
This RFID technology is being designed to permit "no line of sight"
identification and to be suitable for a variety of applications, including
production floor control, authentication, supply chain management, proof of
ownership, and life cycle information.

     REVENUES

     We concentrate on developing and implementing large-scale projects. Such
projects involve the use of our generic products and/or products developed for
such projects. These potential projects are subject to a long sales cycle and
the timetable is lengthy for entering and implementing such projects. We
anticipate that these projects would involve high volume sales through
multiple-year sales contracts. In the first half of 2010, approximately 57% of
our revenues were earned from one customer located in Europe.

                                       7

     COSTS AND OPERATING EXPENSES

     Costs and operating expenses consist of cost of revenues, research and
development expenses, selling and marketing expenses, general and administrative
expense and depreciation.

     Our cost of revenues consists primarily of materials including taggants and
electronic and optical parts, payments to sub-contractors and compensation costs
for our operations staff.

     Our research and development expenses consist primarily of costs associated
with development of new generic products and solutions targeted for existing and
new customers and market segments. These expenses may fluctuate as a percentage
of revenue depending on the projects undertaken during the reporting period.
Since our inception, we have expensed all research and development costs in each
of the periods in which they were incurred

     Our selling and marketing expenses consist primarily of costs associated
with our direct sales force that have been incurred to attract potential
business customers, professional advisors and commissions. We anticipate that as
we add new customers we will be able to spread these costs over a larger revenue
base and accordingly improve our operating margins.

     Our general and administrative expenses consist primarily of costs related
to compensation and employees benefits of our management, legal and accounting
fees, as well as the expenses associated with being a publicly traded company.

     We have not recorded any income tax benefit for net losses and credits
incurred for any period from inception to June 30, 2010. The utilization of
these losses and credits depends on our ability to generate taxable income in
the future. Because of the uncertainty of our generating taxable income, we have
recorded a full valuation allowance with respect to these deferred assets.

THREE MONTHS ENDED JUNE 30, 2010 COMPARED WITH THREE MONTHS ENDED JUNE 30, 2009

     REVENUES. Revenues consist of gross sales of products less discounts. We
concentrate on developing and implementing large-scale projects. In the three
months ended June 30, 2010, we had revenue of $739,000, compared to $584,000 in
the three months ended June 30, 2009. The increase in the revenue is mainly due
to higher volume of deliveries to three of our customers, two located in the US
and one located in Europe.

     COST OF REVENUES. Our cost of revenues consists of materials,
sub-contractors and compensation costs. Cost of revenues was $102,000 in the
three months ended June 30, 2010, compared to $43,000 in the three months ended
June 30, 2009. Cost of revenues as a percentage of sales was 14% in the three
months ended June 30, 2010, compared with 7% in the three months ended June 30,
2009. The increase in costs of revenue, as a percentage of sales, in the three
months ended June 30, 2010 was mainly due to more profitable sales mix of
certain SmartInkTM products in 2009.

     RESEARCH AND DEVELOPMENT EXPENSES, NET Research and development expenses
consist primarily of compensation costs attributable to employees engaged in
ongoing research and development activities, development-related raw materials
and sub-contractors, and other related costs. Research and development expenses,
net increased by $145,000, or 54%, to $416,000 in the three months ended June
30, 2010 from $271,000 in the three months ended June 30, 2009. This increase in
research and development expenses is primarily related to the increase of
subcontractors expenses ($61,000) and decrease of governmental research and
development grant ($60,000).

     Research and development expenses included non-cash expenses of $19,000
related to the impact of SFAS No. 123(R) (ASC718-10). To date, all research and
development expenses have been charged to operating expenses as incurred.

     SELLING AND MARKETING EXPENSES. Selling and marketing expenses consist
primarily of costs relating to compensation attributable to employees engaged in
sales and marketing activities, promotion, advertising, trade shows and
exhibitions, sales support, travel, commissions and related expenses. Selling
and marketing expenses increased by $120,000, or 111%, to $228,000 in the three
months ended June 30, 2010 from $108,000 in the three months ended June 30,
2009. This increase in selling and marketing expenses is primarily related to
the increase in payroll and consultants expenses ($90,000) and non-cash expenses
($29,000) related to the impact of SFAS No. 123(R) (ASC718-10).

     GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
consist primarily of compensation costs for administration, finance and general
management personnel, insurance, legal, accounting and administrative costs.
General and administrative expenses increased by $321,000, or 257%, to $446,000
in the three months ended June 30, 2010 from $125,000 in the three months ended
June 30, 2009. This increase in general and administrative expenses is mainly
due to the additional provision for legal expenses of $209,000 associated with
the settlement agreement reached with Secu-Systems (see Note 4 in the above
financial statements) and increase of non-cash expenses related to the
implementation of SFAS No. 123(R) (ASC718-10) in an amount of $46,000, increase
in accrued board fees and expenses ($30,000) and increase in provision for
doubtful debts ($34,000).


                                       8

     OPERATING PROFIT (LOSS). As a result of the foregoing, the Company had an
operating loss of $453,000 in the three months ended June 30, 2010 compared to
an operating profit of $37,000 in the three months ended June 30, 2009.

     FINANCIAL INCOME (EXPENSES), NET. Financial income, net was $517,000 in the
three months ended June 30, 2010. Financial income, net was comprised of: (i)
financial expenses of $21,000, and (ii) non-cash financial income of $538,000
related to warrants to issue shares. Financial income (expenses), net changed by
$949,000 from financial expenses, net of $432,000 in the three months ended June
30, 2009. This change in financial income (expenses), net was primarily due to
the retirement of the convertible notes and increase of $480,000 in non-cash
financial income related to warrants to issue shares.

     NET PROFIT (LOSS). We had a net profit of $64,000 in the three months ended
June 30, 2010, compared with a net loss of $395,000 in the three months ended
June 30, 2009. The change in the net profit (loss) in the three months ended
June 30, 2010 compared to the net loss in the three months ended June 30, 2009
is attributable mainly to the change by $949,000 in the financial income
(expenses), net which was offset by the increase in the operating loss
($490,000).

SIX MONTHS ENDED JUNE 30, 2010 COMPARED WITH SIX MONTHS ENDED JUNE 30, 2009

     REVENUES. In the six months ended June 30, 2010, we had revenue of
$1,368,000, compared to $1,365,000 in the six months ended June 30, 2009.

     COST OF REVENUES. Cost of revenues was $217,000 in the six months ended
June 30, 2010, compared to $122,000 in the six months ended June 30, 2009. Cost
of revenues as a percentage of sales was 16% in the six months ended June 30,
2010, compared with 9% in the six months ended June 30, 2009. The increase in
costs of revenue, as a percentage of sales, in the six months ended June 30,
2010 was mainly due to approximately $27,000 increase in provision for inventory
write-offs in the six months ended June 30, 2010 and due to more profitable
sales mix of certain SmartInkTM products in 2009.

     RESEARCH AND DEVELOPMENT EXPENSES, NET. Research and development expenses
increased by $266,000, or 53%, to $772,000 in the six months ended June 30, 2010
from $506,000 in the six months ended June 30, 2009. This increase in research
and development expenses is primarily related to the increase in subcontractors'
expenses ($225,000) and increase of non-cash expenses ($42,000) related to the
impact of SFAS No. 123(R) (ASC718-10).

     Research and development expenses included non-cash expenses of $52,000
related to the impact of SFAS No. 123(R) (ASC718-10).

     SELLING AND MARKETING EXPENSES. Selling and marketing expenses increased by
$124,000, or 43%, to $408,000 in the six months ended June 30, 2010 from
$284,000 in the six months ended June 30, 2009. This increase in selling and
marketing expenses was primarily due to increase of non-cash expenses of $84,000
related to the impact of SFAS No. 123(R) (ASC718-10) and increase in payroll
expenses ($66,000).

     GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
increased by $429,000, or by 134%, to $750,000 in the six months ended June 30,
2010 from $321,000 in the six months ended June 30, 2009. This increase in
general and administrative expenses was primarily due to the additional
provision for legal expenses of $209,000 associated with the settlement
agreement reached with Secu-Systems (see Note 4 in the above financial
statements) and increase of $191,000 in non-cash expenses related to the
implementation of SFAS No. 123(R) (ASC718-10) and increase in board fees and
expenses ($40,000).

     OPERATING PROFIT (LOSS). As a result of the foregoing, the Company had an
operating loss of $779,000 in the six months ended June 30, 2010 compared to an
operating profit of $132,000 in the six months ended June 30, 2009.

     GAIN ON DEBT RESTRUCTURING. Gain on debt restructuring was $5,881,000 in
the six months ended June 30, 2010 compared with zero gain on debt restructuring
in the six months ended on June 30, 2009. The gain on debt restructuring in the
six months ended on June 30, 2010 was as a result of the restructuring of our
senior secured convertible notes.

     FINANCIAL INCOME (EXPENSES), NET. Financial income, net was $6,181,000 in
the six months ended June 30, 2010 compared with a net loss of $1,428,000 in the
six months ended June 30, 2009. Financial income, net was comprised of: (i) Gain
on debt restructuring in amount of $5,881,000 (i) financial income, net of
$79,000 and (ii) non cash financial income of $221,000 related to warrants to
issue shares.

     NET INCOME (LOSS). We had net profit of $5,402,000 in the six months ended
June 30, 2010, compared with a net loss of $1,296,000 in the six months ended
June 30, 2009. The change in net income (loss) in the six months ended June 30,
2010 compared to the six months ended June 30, 2009 is attributable mainly to
the non cash gain on the debt restructuring. Without the non cash gain on the
debt restructuring, we would have had net loss of $479,000 in the six months
ended June 30, 2010.

     LIQUIDITY AND CAPITAL RESOURCES

     We have incurred substantial losses since our inception in April 1997. We
had an accumulated deficit of approximately $15,540,000 as of June 30, 2010. We
had a positive working capital (current assets less current liabilities) of
approximately $2,000,000 as of June 30, 2010. Losses may continue in the
foreseeable future.


                                       9

     Capital expenditures were approximately $9,000 in the six months ended June
30, 2010 and $12,000 in the six months ended June 30, 2009. These expenditures
were principally for computers and research and development equipment purchases.
We do not have any material commitments for capital expenditures as of June 30,
2010.

     As of June 30, 2010, we had cash, cash equivalents and short-term deposits
of approximately $2,310,000, compared to $1,283,000 as of December 31, 2009.
This increase is primarily due to the replenishment in the amount of $1,500,000,
which we received in connection with the private placement financing following
our debt restructuring during the six months ended June 30, 2010 which was
partially offset by the cash used for operating activities.

     We had negative cash flow from operating activities of approximately
$507,000 during the six months ended June 30, 2010 compared to positive cash
flow from operating activities of $96,000 during the six months ended June 30,
2009. The increase in the negative cash flow from operating activities in the
six months ended June 30, 2010 is attributable mainly to the operating loss
during the six months ended June 30, 2010.

     We had negative cash flow from investing activities of approximately
$21,000 during the six months ended June 30, 2010 compared to negative cash flow
of $12,000 during the six months ended June 30, 2009. The negative cash flow
from investing activities during the six months ended June 30, 2010 was due to
purchase of fixed assets and deposits made in connection of long term lease.

     We had a positive cash flow from financing activities of approximately
$1,555,000 during the six months ended June 30, 2010 compared to zero positive
cash flow from financing activities during the six months ended June 30, 2009.
The positive cash flow during the six months ended June 30, 2010 is due to the
debt restructuring and the closing of the private placement.

     We believe that our existing cash, together with cash to be collected from
customers and governmental grants, will be sufficient to support our operations
for the next twelve months. Continuing product development and enhancement,
expected new product launches, corporate operations and marketing expenses will
continue to require additional capital. Our current revenues from operations are
insufficient to cover our long term business plans.

     On January 19, 2010, we, together with a group of seven different
investors, or the Investors, paid a total of $3,000,000 to all of the holders,
or the Noteholders of our $8,881,080 of our outstanding Senior Secured
Convertible Notes, or the Notes. An amount of $1,000,000 of the funds was
provided by us from available cash, and the balance of $2,000,000 was provided
by the Investors. As a result of the transaction, $6,881,080 of the Notes were
retired. The balance of $2,000,000 remained outstanding as a secured senior
obligation to the Investors in accordance with the terms of the Notes. In
addition, as part of the transaction, we and the Noteholders exchanged mutual
releases, all of our Series B-1 and Series B-2 Warrants issued in the names of
the Noteholders, which were exercisable for an aggregate of 15,000,000 shares of
our common stock, were cancelled, and our Series A Warrants issued in the name
of one of the Noteholders, which were exercisable for an aggregate of 3,570,337
shares of our common stock at an exercise price of $0.60 per share, were
amended, such that they may be exercised for an aggregate of 2,183,000 shares of
our common stock at an exercise price of $0.15 per share.

     On March 11, 2010, we closed a private placement financing, raising a total
amount of $3,125,000 from twenty different accredited investors, or the New
Investors. In connection with the private placement, we issued to the New
Investors a total of 25,000,000 shares of our common stock at a purchase price
of $0.125 per share.

     We used the proceeds from the private placement to retire all of our
remaining outstanding notes.

     An additional $1,000,000 of the proceeds was used to replenish the
$1,000,000 used by us in connection with the January 19, 2010 purchase of the
Notes. The balance of the private placement proceeds of $125,000 was used to pay
the legal and other costs of the private placement and the Notes repurchase, and
for working capital purposes.

     During the first quarter of 2010, we granted to our employees, directors
and officers new stock options to purchase up to 4,520,000 shares of our common
stock, cancelling and replacing substantially all of their then existing stock
option grants. In addition, we granted to certain directors and to our new Chief
Executive Officer stock options to purchase up to 1,100,000 shares of our common
stock.

     RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES

     We believe that our future success will depend upon our ability to enhance
our existing products and systems and introduce new commercially viable products
and systems addressing the demands of the evolving markets for brand and
document protection. As part of the product development process, we work closely
with current and potential customers, distribution channels and leaders in
certain industry segments to identify market needs and define appropriate
product specifications. Our employees also participate in industry forums in
order to stay informed about the latest industry developments.


                                       10

     With respect to the RFID technology we are developing, we have filed six
patent families related to various aspects of the RFID technology. Two of our
patent families have already matured into patents granted in the following
jurisdictions: United States, France, Germany, Switzerland and United Kingdom.
Our third patent family has matured into a patent granted in the United States
and France, Germany Switzerland, United Kingdom, while EP divisional application
is still being examined in Europe. Regarding our fourth patent family, we have
filed an International Patent Application and thereafter National Phase entry
applications in United States, Europe, Japan and Hong Kong were filed. These
applications are still in examination. In addition, during the second quarter of
2007, we filed an International Patent Application relating to our fifth patent
family and thereafter National Phase entry applications in United States,
Europe, Japan and Hong Kong were filed. These applications are still in
examination. On July 2009, we filed a US provisional application with regards to
our sixth patent family.

     CONTRACTUAL OBLIGATIONS AND COMMITMENTS

     Our contractual obligations and commitments at June 30, 2010 principally
include obligations associated with operating lease obligations and the lease of
several automobiles. Our total future obligation is approximately $88,000 until
September 2011. We expect to finance these contractual commitments from cash on
hand and cash generated from operations.

     During 2007-2009 and through June 30, 2010, we received a governmental
research and development grant of approximately $1,904,000 from the Office of
the Chief Scientist of Israel, or the OCS. This royalties-bearing research and
development grant partially covers our innovative research and development
project expenses. Royalties would become due to OCS only if the RFID research
and development project funded by the grant is successfully commercialized and
results in sales revenues based on the know-how developed during the RFID
project. The royalty rate is 3%-4% of the sales revenues based on the RFID
research and development project funded by the grant, and is capped at the grant
amount actually received from the OCS plus interest. We have no assurance that
the RFID project or commercialization plan will be successful.

ITEM 4.      CONTROLS AND PROCEDURES

     (a) We maintain a system of disclosure controls and procedures that are
designed for the purposes of ensuring that information required to be disclosed
in our SEC reports is recorded, processed, summarized and reported within the
time periods specified in the SEC's rules and forms, and that such information
is accumulated and communicated to our management, including our Chief Executive
Officer, or CEO, and our Chief Financial Officer, or CFO, as appropriate to
allow timely decisions regarding required disclosures.

As of the end of the period covered by this report, we carried out an
evaluation, under the supervision and with the participation of our CEO and our
CFO, of the effectiveness of our disclosure controls and procedures as defined
in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended. Based on
that evaluation, our CEO and CFO concluded that our disclosure controls and
procedures are effective.

     (b) Changes in Internal Controls. There were no changes in our internal
control over financial reporting, identified in connection with the evaluation
of such internal control that occurred during our last fiscal quarter that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.

PART II.     OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

     On December 12, 1999, Secu-System Ltd. filed a lawsuit with the District
Court in Tel Aviv-Jaffa against Supercom Ltd. (the former owner of the company's
business) and InkSure Ltd. seeking a permanent injunction and damages at an
estimated amount of NIS 500,000 (approximately $ 129,400 at the exchange rate as
of July 2, 2010) asserting that the printing method applied to certain products
that have been developed by InkSure Ltd. constitutes, inter alia: (a) breach of
a confidentiality agreement between the plaintiff and Supercom; (b) unjust
enrichment of Supercom (by virtue of the sale of our shares) and InkSure Ltd.;
(c) a breach of fiduciary duties owed to the plaintiff by Supercom and InkSure
Ltd.; and (d) a tort of misappropriation of trade secret and damage to
plaintiff's property. As part of its complaint, Secu-System sought, among other
things, an injunction and a 50% share of profits from the printing method at
issue. On July 25, 2010, following the mediation, the parties entered into a
settlement and release agreement (the "Settlement Agreement").


                                       11

     Pursuant to the Settlement Agreement, InkSure and SuperCom shall pay to
Secu-System an aggregate amount, which will be between NIS1,500,000 -
NIS2,000,000 (approximately between $388,200 and $517,600 at the exchange rate
as of July 22, 2010), with the exact amount (the "Settlement Amount") to be
determined by the mediator as follows: (i) each of InkSure and SuperCom shall be
responsible, severally but not jointly, to pay 50% of the Settlement Amount;
(ii) within 10 business days after the execution of the Settlement Agreement,
InkSure shall deposit 50% of the Settlement Amount in trust with the Trustee;
(iii) SuperCom shall deposit its 50% of the Settlement Amount with the Trustee
in 10 equal monthly installments, commencing on the first calendar month after
the execution of the Settlement Agreement. SuperCom's payments shall carry an
annual interest at the rate of a 4% per annum; and (iv) should SuperCom fail to
pay any of the monthly installments within 7 days of its due date, its entire
share of the Settlement Amount shall become immediately due. As of June 30,
2010, the company has accrued an amount of $226,400 to cover its share in the
settlement costs.

     Should SuperCom fail to timely pay any of the monthly installments and the
balance of the Settlement Amount shall became immediately due, Secu-System may
declare that the Settlement Agreement did not become effective, in which case
the proceedings in the case shall continue with each party maintaining its
respective rights and claims.

ITEM 6.  EXHIBITS

The following exhibits are being filed with this Report:

    EXHIBIT
    NUMBER       DESCRIPTION
---------------  ----------------

31.1             Certification of Principal Executive Officer Pursuant to Rules
                 13a-14(a) and 15d-14(a) under the Securities Exchange Act of
                 1934, as amended.*

31.2             Certification of Principal Financial Officer Pursuant to Rules
                 13a-14(a) and 15d-14(a) under the Securities Exchange Act of
                 1934, as amended.*

32.1             Certification of Principal Executive Officer and Principal
                 Financial Officer Pursuant to 18 U.S.C. Section 1350.*

* Filed herewith

**Furnished herewith


                                       12

     SIGNATURES

     In accordance with the requirements of the Exchange Act, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

                                           INKSURE TECHNOLOGIES INC.
                                           ------------------------

Dated: July 30, 2010                       By: /s/ Tal Gilat
                                           --------------------------
                                           Tal Gilat
                                           President and Chief Executive Officer
                                           (Principal Executive Officer)

Dated: July 30, 2010                       By: /s/ Tzlil Peker
                                           ------------------------
                                           Tzlil Peker
                                           Chief Financial Officer,
                                           Secretary and Treasurer
                                           (Principal Financial Officer)


                                       13