UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

(Mark One)

o REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2009

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 

OR

o SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 

Date of event requiring this shell company report

Commission file number 000-50790

VUANCE LTD.

(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s Name into English)

Israel

(Jurisdiction of incorporation or organization)

Sagid House “Ha’Sharon Industrial Park”

P.O.B 5039, Qadima 60920

Israel

(Address of principal executive offices)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

None

Securities registered or to be registered pursuant to Section 12(g) of the Act.

Ordinary Shares NIS 0.0588235 nominal value

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 5,724,421 ordinary shares as of December 31, 2009.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. 

Yes  o No  x

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934.    

o Yes      o No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the registrant was required to file such reports), and (2) has been subject to such reporting requirements for the past 90 days.

Yes xNo  o  Not applicable 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o             Accelerated filer o             Non-accelerated filer x

Indicate by check mark which financial statement item the registrant has elected to follow.

Item 17  o Item 18  x

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes  o No  x

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes  o No  o

2

TABLE OF CONTENTS

NOTE REGARDING FORWARD-LOOKING STATEMENTS		5
ITEM 1.	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS.	6
ITEM 2.	OFFER STATISTICS AND EXPECTED TIMETABLES.	6
ITEM 3.	KEY INFORMATION.	6
	Selected Financial Data	6
	Capitalization and Indebtedness	8
	Reasons for the Offer and Use of Proceeds	8
	Risk Factors	8
ITEM 4.	INFORMATION ON THE CORPORATION.	28
	History and Development of the Corporation	28
	Business Overview	33
	Organizational Structure	45
	Property, Plants and Equipment	46
ITEM 4A.	UNSOLVED STAFF COMMENTS.	46
ITEM 5.	OPERATING AND FINANCIAL REVIEW AND PROSPECTS.	47
	Operating results	47
	Liquidity and Capital Resources	62
	Research and Development	66
	Trend Information	66
	Off Balance Sheet Arrangements	67
	Tabular Disclosure of Contractual Obligations	68
ITEM 6.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES.	69
	Directors and Senior Management	69
	Compensation	71
	Board Practices	72
	Employees	75
	Share Ownership	77
ITEM 7.	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS.	81
	Major shareholders	81
	Related Party Transactions	82
	Interests of Experts and Counsel	84
ITEM 8.	FINANCIAL INFORMATION.	84
	Consolidated Statements and Other Financial Information (Audited)	84
	Significant Changes	87
ITEM 9.	THE OFFER AND LISTING.	87
	Offer and Listing Details	87
	Plan of Distribution	90
	Markets	90
	Selling Shareholders	90
	Dilution	90
	Expenses of the Issue	90

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ITEM 10.	ADDITIONAL INFORMATION.	90
	Share Capital	90
	Memorandum and Articles of Association	90
	Material Contracts	94
	Exchange Controls	94
	Taxation	94
	Dividends and Paying Agent	102
	Statement by Experts	102
	Documents on Display	102
	Subsidiary Information	102
ITEM 11.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.	103
	Quantitative and Qualitative Information about Market Risk	103
ITEM 12.	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES.	103
PART II
ITEM 13.	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES.	104
ITEM 14.	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS.	104
ITEM 15.	CONTROLS AND PROCEDURES.	104
ITEM 16.	RESERVED	105
ITEM 16A.	AUDIT COMMITTEE FINANCIAL EXPERT	105
ITEM 16B.	CODE OF ETHICS	105
ITEM 16C.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	105
ITEM 16D.	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	106
ITEM 16E.	PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS	106
PART III
ITEM 17.	FINANCIAL STATEMENTS.	106
ITEM 18.	FINANCIAL STATEMENTS.	106
ITEM 19.	EXHIBITS.	159
SIGNATURE		160

4

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 20-F (“Annual Report”) contains “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 that are not historical facts but rather reflect our present expectations concerning future results and events. Words such as “anticipate,” “estimate,” “expects,” “may,” “projects,” “intends,” “plans,” “believes,” “would,” “could” and words and terms of similar substance used in connection with any discussion of future operating or financial performance may identify forward-looking statements. These forward looking statements include, but are not limited to, statements regarding: (i) our belief about our competitive position in the tracking, asset management and monitoring, active radio frequency identification (“RFID"), disaster recovery, and our ability to become a key technological player in such markets; (ii) our belief about the commercial possibilities for our products in such markets; (iii) our expectation to be able to leverage our current products and technologies for the development of new applications and penetration to additional markets; (iv) our expectation to be able to continue to participate in the government market; (v) our belief about our ability to leverage our public sector experience into the commercial sector; (vi) our belief regarding the effects of competitive pricing on our margins, sales and market share; (vii) our expectations regarding the effects of the legal proceedings we are involved in on our sales and operating performance, including, without limitation to, our belief regarding the merit of the claim of the Department for Resources Supply of the Ministry of Ukraine against us and regarding the Secu-System claim. (See “Legal Proceedings” in Item 8.A); (viii) our belief regarding the fluctuations of our operating results, including our belief about the effects of inflation and the fluctuation of the NIS/dollar exchange rate on our operating results; (ix) our expectations about our future revenues (or absence of revenues); (x) our expectations about the effects of seasonality on our revenues and operating results; (xi) our expectations regarding development and introduction of future products; (xii) our expectations regarding revenues from our existing customer contracts and purchase orders, including, without limitation, the value of our agreement for our end-to-end system for a national multi-ID issuing and control system with the government of a European country, the value of our agreement for our perimeter security and border control at European International Airport and our expectations for increased revenues from sales of additional technology and raw materials to such government; (xiii) our expectations regarding the success of our new active RFID technology; (xiv) our expectations regarding the effectiveness of our marketing programs and generation of business from those programs, including our ability to continue to sell products through strategic alliances and our belief about the role customer service plays in our sales and marketing programs; (xv) our anticipation that sales to a relatively small number of customers will continue to account for a significant portion of our net sales; (xvi) our expectations regarding the mix of our sources of revenues; (xvii) our belief about the sufficiency or insufficiency  of our capital resources and other sources of liquidity to fund our planned operations; (xiii) our expectations regarding our recurring revenues and backlog; (xix) our belief that we have not been a passive foreign investment company ("PFIC") for U.S. tax purposes; (xx) our belief regarding the impact of recently issued accounting pronouncements (see note 2(ab) to the financial statements included in this report) and adoption of new accounting pronouncements in the future on our earnings and operating results; and (xxi) our expectation regarding the success of the integration of the SHC business (as defined in “Risk Factors” in Item 3.D). All forward-looking statements are based on our management’s present assumptions and beliefs in light of the information currently available to us. Actual results, levels of activity, performance or achievements may differ materially from those expressed or implied in the forward-looking statements for a variety of reasons, including: changes in demand for our products; market conditions in our industry and the economy as a whole; variations, expansions or reductions in the mix of our product offerings; the timing of our product introductions; increased competition; introduction of new competing technologies; the increase of unexpected expenses; and such other factors discussed below under the captions “Risk Factors” in Item 3.D and “Operating and Financial Review and Prospects” in Item 5 and elsewhere in this Annual Report. We are not under any obligation, and expressly disclaim any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise. All subsequent forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section, and you are cautioned not to place undue reliance on these forward-looking statements which speak only as of the date of this Annual Report.

In this Annual Report, all references to "Vuance," the “Company,” "we," "us" or "our" are to Vuance Ltd., a company organized under the laws of the State of Israel, and its subsidiaries.

In this Annual Report, unless otherwise specified or unless the context otherwise requires, all references to "$" or "dollars" are to U.S. dollars and all references to "NIS" are to New Israeli Shekels. Except as otherwise indicated, the financial statements of and information regarding Vuance are presented in U.S. dollars.

Note: Unless otherwise indicated herein, the prices and quantities of our ordinary shares provided in this Annual Report reflect the 1 to 5.88235 share consolidation (reverse share split) that we completed on April 29, 2007 and which became effective for trading purposes as of May 14, 2007.

5

PART I  

ITEM 1.    Identity of Directors, Senior Management and Advisors.

Not applicable.

ITEM 2.    Offer Statistics and Expected Timetables.

Not applicable.

ITEM 3.    Key Information.

A.    Selected Financial Data

The following selected consolidated financial data as of December 31, 2005, 2006, 2007, 2008 and 2009 and for the years then ended have been derived from our audited consolidated financial statements. These financial statements have been prepared in accordance with generally accepted accounting principles in the United States, or U.S. GAAP, and audited by Fahn Kanne & Co., a member of Grant Thornton International. The selected consolidated financial data set forth below should be read in conjunction with and are qualified by reference to Item 5, "Operating and Financial Review and Prospects" and the consolidated financial statements and notes thereto and other financial information included elsewhere in this Annual Report. Historical results are not necessarily indicative of future results.

6

SUMMARY OF CONSOLIDATED FINANCIAL DATA YEAR ENDED DECEMBER 31,

	Audited
	(IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE DATA)
	2005			2006				2007(**)			2008(**)			2009
SUMMARY OF STATEMENT OF OPERATIONS:
Revenues		8,462			8,941	(*)		12,236	(*)		18,112			9,304
Cost of Revenues		4,293			3,494			4,992			6,945			3,365
Inventory write-off		287			--			--			--			--
Gross Profit		3,882			5,447			7,244			11,167			5,939
Operating Expenses:
Research and Development		1,182			1,362			1,411			1,738			898
Selling and Marketing		3,003			5,619			7,144			9,905			5,131
General and Administrative		2,968			2,737			2,728			2,611			1,648
Restructuring expenses		496			--			--			--			--
Other expenses		129			108			134			8			130
Total Operating Expenses		7,778			9,826			11,417			14,262			7,807
Capital gain from the sale of the E-ID Division		--			10,536			--			--			--
Operating Income  (Loss)		(3,896	)		6,157			(4,173	)		(3,095	)		(1,868	)
Financial  Expenses, Net		(25	)		(204	)		(4,646	)		(3,087	)		(620	)
Other Expenses, Net		(30	)		(367	)		--			--			--
Income (Loss) before Taxes on Income		(3,951	)		5,586			(8,819	)		(6,182	)		(2,488	)
Taxes on income		--			(146	)(*)		(390	)(*)		(137	)		(71	)
Net Income (Loss) from continuing
operations		(3,951	)		5,440			(9,209	)		(6,319	)		(2,559	)
Loss from discontinued operations		--			--			(2,102	)		(6,039	)		(2,526	)
Net income (loss)	$	(3,951	)	$	5,440		$	(11,311	)	$	(12,358	)	$	(5,085	)
PER SHARE DATA:
Basic earning (loss) from continuing operations	$	(1.25	)	$	1.37		$	(2.09	)	$	(1.22	)	$	(0.46	)
Diluted earning (loss) from continuing operations	$	(1.25	)	$	1.31		$	(2.09	)	$	(1.22	)	$	(0.46	)
Basic and Diluted loss from discontinued operations	$	--		$	--		$	(0.48	)	$	(1.17	)	$	(0.46	)
Basic earning (loss) per share	$	(1.25	)	$	1.37		$	(2.57	)	$	(2.39	)	$	(0.92	)
Diluted earning (loss) per share	$	(1.25	)	$	1.31		$	(2.57	)	$	(2.39	)	$	(0.92	)
SUMMARY OF BALANCE SHEET DATA:
Cash and Cash Equivalents		2,294			2,444			2,114			812			656
Marketable debt securities		650			11,077			4,054			--			--
Trade receivables (net of allowance for doubtful
accounts of $ 3,478 and $ 3,470 as of
December 31, 2008 and 2009, respectively)		1,053			2,625			2,463			840			857
Inventories		2,205			270			566			1,307			82
Total Current Assets		8,023			17,992			14,769			6,443			4,236
TOTAL ASSETS		12,276			23,098			20,952			8,935			4,682
Total Current Liabilities		3,218			5,452			8,916			10,424			6,332
Accrued Severance		616			323			362			378			304
SHAREHOLDERS' EQUITY (DEFICIT)		8,247			15,001			9,233			(1,867	)		(6,271	)

(*) Certain comparative figures have been reclassified to conform to the current period presentation. The changes did not affect net income, cash flow or stockholders equity.

(**) Due to the sale of certain business activities in January 2010, as described in Item 4 below, those business activities are presented as discontinued operations in accordance with U.S. GAAP.

7

B. Capitalization and Indebtedness

Not applicable.

C. Reasons for the Offer and Use of Proceeds

Not applicable.

D. Risk Factors

You should carefully consider the following risks together with the other information in this Annual Report in evaluating our business, financial condition and prospects. The risks and uncertainties described below are not the only ones that we face. Additional risks and uncertainties not presently known to us or that we consider immaterial may also impair our business operations, financial results and prospects. If any of the following risks actually occur, our business, financial results and prospects could be harmed. In that case, the trading price of our ordinary shares could decline. You should also refer to the other information set forth in this Annual Report, including our financial statements and related notes and the Section captioned “Note Regarding Forward-Looking Statements.”

We have a history of operating losses and negative cash flows and may not be profitable in the future.

We have incurred substantial losses and negative cash flows since our inception. We had an operating cash flow deficit in each of 2005, 2006, 2007, 2008 and 2009. As of December 31, 2009, we had an accumulated deficit of approximately $47,379,000. We incurred net losses of approximately $3,951,000, $11,311,000, $12,358,000 and $5,085,000 in the years ended December 31, 2005, 2007, 2008 and 2009, respectively. For the year ended December 31, 2006, we would have incurred a net loss of $5,096,000, but for the $10,536,000 capital gain from the sale of the E-ID Division. We expect to spend significant amounts of capital to enhance our products and services, develop further sales and operations and fund expansion; and therefore, we may continue to have net operating losses and negative cash flows for the foreseeable future. As a result, we will need to generate significant revenue to achieve profitability. Even if we do achieve profitability, we may not be able to sustain or increase profitability on a quarterly or annual basis.

Parts of our operating expense levels are based on internal forecasts for future demand and not on firm customer orders for products or services. Our results may be negatively affected by fluctuating demand for our products and services from one quarter to the next and by increases in the costs of components and raw materials acquired from suppliers.

We will face a need for additional capital and may need to curtail our operations if it is not available.

We have partially funded our operations through the issuance of equity securities and convertible bonds to investors and may not be able to generate a positive cash flow from operations in the future. Continuation of our current operations after utilizing our current cash reserves is dependent upon the generation of additional financial resources either through the issuance of additional equity or debt securities or other sources of financing or the sale of certain assets of the Company. These matters raise substantial doubt about our ability to continue as a going concern. The financial statements have been prepared assuming that we will continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Any additional financings will likely cause substantial dilution to existing stockholders. If we are unable to obtain necessary additional financing, we may be required to reduce the scope of, or cease, our operations. Even if we raise such additional capital, we may be required to reduce the scope of our operations and may need to implement certain operational changes in order to decrease our expenditure level. Our need for additional capital to finance our operations and growth will be greater should, among other things, our revenue or expense estimates prove to be incorrect.

8

The current economic and financial crisis may have a material adverse effect on our results.        

The crisis of the financial and credit markets worldwide in the second half of 2008 has led to an economic slowdown worldwide, and the outlook for 2010 is uncertain. A continuation or worsening of unfavorable economic conditions, including the on-going credit and capital markets disruptions, could have an adverse impact on our business, operating results or financial condition in a number of ways. We may experience declines in revenues, profitability and cash flows as a result of reduced orders, delays in receiving orders or in the completion of projects, delays or defaults in payment or other factors caused by the economic problems of our customers and prospective customers. We may experience supply chain delays, disruptions or other problems associated with financial constraints faced by our suppliers and subcontractors. In addition, changes and volatility in the equity, credit and foreign exchange markets and in the competitive landscape make it increasingly difficult for us to predict our revenues and earnings into the future. Currently, we lack of short-term visibility as customers are focused on maintaining flexibility, reducing inventory and conserving their cash.

Adverse capital and credit market conditions may impact our ability to access liquidity and capital.

The capital and credit markets have been experiencing extreme volatility and disruption for more than eighteen months. We need liquidity in our day-to-day business activities to pay our operating expenses and interest on our debt.

In the event current resources do not satisfy our needs, we may have to seek additional financing. The availability of additional financing will depend on a variety of factors such as market conditions, the general availability of credit, the volume of trading activities, the overall availability of credit to the financial services industry, our credit ratings and credit capacity, as well as the possibility that customers or lenders could develop a negative perception of our long- or short-term financial prospects.. If our internal sources of liquidity prove to be insufficient, there is a risk that external funding sources might not be available or available at unfavorable terms.

Disruptions, uncertainty or volatility in the capital and credit markets may also limit our access to capital required to operate our business. Such market conditions may limit our ability to raise additional capital to support business growth.

This would have the potential to decrease both our profitability and our financial flexibility. Our results of operations, financial condition, cash flows and regulatory capital position could be materially adversely affected by disruptions in the financial markets.

Depending on the impact on our business of the current economic crisis, we may face problems in managing any decline in our business.        

If the current economic and financial crisis continues to have an adverse impact on the demand for products or their profitability, we may face difficulties in managing a decline in our business. Our success in handling a contraction of our business will depend on our ability, among other things, to:

— develop efficient forecast methods for evaluating the prospective quantity of products that will be ordered by our customers;

— control inventories of components ordered by our contract manufacturers required to meet actual demand, including but not limited to handling the effects of excess inventories accumulated by such manufacturers;

— reduce the costs of manufacturing our products;

— continue to collect receivables from our customers in full and in a timely manner; and

— properly balance the size and capabilities of our workforce.

If we are unable to manage a decline in business, we could fail to manage the costs associated with all aspects of our business, which would have a material adverse effect on our business and results of operations.

There is a material weakness in our internal control over financial reporting and we may not be able to remedy this material weakness or prevent future material weaknesses. If we fail to do so there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

The material weakness in our internal control over financial reporting as identified by our management as of December 31, 2008 is summarized below and has not been remedied as of December 31, 2009.

Our improper segregation of duties in our finance department has not reduced to an acceptable low level the risk that material errors may occur and may not be detected on a timely basis by management in the normal course of business.

9

Notwithstanding the steps we have taken and continue to take that are designed to remediate the material weakness identified above, we may not be successful in remediating this material weakness in the near or long term and we may not be able to prevent other material weaknesses in the future. Any failure to maintain or implement required new or improved internal control over financial reporting, or any difficulties we encounter in their implementation, could result in additional significant deficiencies or additional material weaknesses or result in material misstatements in our financial statements. Any such failure could also adversely affect the results of periodic management evaluations and annual auditor attestations regarding the effectiveness of our internal control over financial reporting required under Section 404 of the Sarbanes-Oxley Act of 2002.

The existence of a material weakness could result in errors in our financial statements that could result in a restatement of financial statements, cause us to miss our reporting deadlines and cause investors to lose confidence in our reported financial information, leading to a decline in the price of our shares. See “Item 15, Controls and Procedures” for additional information.

We expect to face a reduction in revenue arising out of the sale of certain assets and liabilities.

On January 28, 2010, our wholly-owned subsidiary, Vuance, Inc., completed the sale of certain of its assets and certain of its liabilities related to our electronic access control market, and on January 29, 2010, we and Vuance, Inc. completed the sale of certain of the assets and certain of the liabilities of Vuance, Inc. related to our Government Services Division including our Critical Situation Management System ("CSMS") and Credentialing ("RAPTOR") suites (see a description of this transaction under the caption “History of the Company” in Item 4.A).  As a result of such sales and our concentration on active RFID technology and our PureRFid suite, we expect to face a reduction in revenue, and we may continue to experience fluctuations in revenue in the future.

We expect to face a substantial reduction in our revenues from our perimeter security and border control projects associated with the European Airport Project.

The revenues from our European International Airport Project for the years ended December 31, 2007, 2008 and 2009 were $2,182,000, $9,722,000 and $1,961,000, respectively.  The revenues received from the European Airport Project are fully recognized through December 31, 2009. Unless we have significant growth in our active RFID business lines, we may face reduction in our revenues.

Additionally, under the terms of our agreement, upon our implementation of the integrated perimeter security system and border control system, the customer was to sign a transmission and acceptance report and we were to enter into the ten-year maintenance period.  As of the filing date of this Form 20-F, while we have completed implementation of the systems, the customer has not signed the transmission and acceptance report, and our wholly-owned subsidiary, SBC Aviation Ltd., has not received the final payment from the customer under the agreement in the amount of $465,600.

We derive a substantial portion of our revenue from a small number of customers, and the reduction of sales to any one of those customers could adversely impact our operating results by causing a drop in revenues.

We depend on a limited number of customers for a substantial portion of our revenue. In the years 2007, 2008 and 2009, we derived 71%, 84% and 88% respectively, of our consolidated net revenue from two customers. In the year ended December 31, 2009, two of our customers accounted for 88% of our consolidated net revenues as follows: the government of a European country and European International Airport accounted for 67%, and 21%, respectively, of our consolidated net revenues. A substantial reduction in sales to, or loss of, any of our significant customers would adversely affect our business unless we were able to replace the revenue we received from those customers, which replacement we may not be able to find. Specifically, changes that may negatively impact the political or economic stability and environment of the European country, from which we derive 88% of our consolidated net revenues under a 10-year contract, could adversely affect our business and future operations in such country.

As a result of this concentration of revenue from a limited number of customers and our increased reliance on active RFID technology resulting from our sale of certain assets and liabilities related to our electronic access control market and our Government Services Division including our CSMS and RAPTOR suites, our revenue has experienced wide fluctuations, and we expect our revenue to continue to experience wide fluctuations in the future as a result of our changing customer base. Part of our sales is not recurring sales, therefore quarterly and annual sales levels could fluctuate. Sales in any period may not be indicative of sales in future periods.

10

We are relying on On Track Innovations Ltd. as a subcontractor in projects not transferred as part of the sale of our E-ID Division.

On December 31, 2006, we sold our E-ID Division to On Track Innovations Ltd. (“OTI”), an Israeli public company (NASDAQ: OTIV). Simultaneously, we entered into a service and supply agreement with OTI under which OTI agreed to act as our subcontractor and provide services, products and materials necessary to carry out and complete our obligations with regard to certain projects that were not transferred to OTI (the “Existing Projects”) (see description of this transaction under the caption “The OTI Transaction” in Item 4.A).We will be dependent on OTI to adequately provide such services, products, and materials in order for us to be in good standing under, and successfully complete, these projects. If OTI fails to fulfill its obligations and provide such services and products as necessary for the Existing Projects, it could delay our receipt of revenues for these projects, subject us to certain remedies available to our customers in the Existing Projects, and damage our business reputation, and therefore could have a material adverse effect on our business, operating results and financial condition.

Our reliance on third party technologies, raw materials and components for the development of some of our products and our reliance on third parties for manufacturing may delay product launches, impair our ability to develop and deliver products or hurt our ability to compete in the market.

Most of our products integrate third-party technology that we license and/or raw materials and components that we purchase or otherwise obtain the right to use, including: operating systems, microchips, security and cryptography technology for card operating systems, which prevents unauthorized parties from tampering with our cards, and dual interface technology, which enables cards to operate in both contact and contactless mode. Our ability to purchase and license new technologies and components from third parties is and will continue to be critical to our ability to offer a complete line of products that meets customer needs and technological requirements. We may not be able to renew our existing licenses or to purchase components and raw materials on favorable terms, if at all. If we lose the rights to a patented technology, we may need to stop selling or may need to redesign our products that incorporate that technology, and we may lose the potential competitive advantage such technology gave us. In addition, competitors could obtain licenses for technologies for which we are unable to obtain licenses, and third parties may develop or enable others to develop a similar solution to security issues, either of which could adversely affect our results of operations. Also, dependence on the patent protection of third parties may not afford us any control over the protection of the technologies upon which we rely. If the patent protection of any of these third parties were compromised, our ability to compete in the market could also be impaired.

We usually do not have minimum supply commitments from our vendors for our raw materials or components and generally purchase raw materialsand components on a purchase order basis. Although we generally use standard raw materials and components for our systems, some of the key raw materials or components are available only from a single source or from limited sources. Many of our products are only available from limited sources. Even where multiple sources are available, we typically obtain components and raw materials from only one vendor to ensure high quality, prompt delivery and low cost. If one of our suppliers were unable to meet our supply demands and we could not quickly replace the source of supply, it could have a material adverse effect on our business, operating results and financial condition, for reasons including a delay of receipt of revenues and damage to our business reputation.

Delays in deliveries from our suppliers, defects in goods or components supplied by our vendors, or delays in projects that are performed by our subcontractors could cause our revenues and gross margins to decline.

We rely on a limited number of vendors and subcontractors for certain components of the products we are supplying and projects we perform. In some cases, we rely on a single source vendor or subcontractor. Any undetected flaws in components or other materials to be supplied by our vendors could lead to unanticipated costs to repair or replace these parts or materials. Even though there are multiple suppliers, we purchase some of our components from single suppliers to take advantage of volume discounts, which presents a risk that the components may not be available in the future on commercially reasonable terms, or at all. Although we believe that there are additional suppliers for the equipment and supplies that we require, we may not be able to make such alternative arrangements promptly. If one of our suppliers were unable to meet our supply demands and we could not quickly replace the source of supply, it could cause a delay of receipt of revenues and damage our business reputation. We depend on subcontractors to adequately perform a substantial part of our projects. If a subcontractor fails to fulfill its obligations under a certain project, it could delay our receipt of revenues for such project and damage our business reputation, and therefore could have a material adverse effect on our business, operating results and financial condition.

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We have entered into an agreement to acquire all of the issued and outstanding stock capital of Security Holding Corporation. Certain unexpected outcomes of this acquisition are not yet known and there is still no assurance that the business combination will result in all of the benefits that we anticipated.

In July 2007, we entered into an agreement to acquire all of the issued and outstanding stock capital of Security Holding Corp. (“SHC”).  The main reason behind the acquisition of SHCis our belief that the combined company would be better positioned to offer competitive RFID security solutions to existing and prospective customers.

Prior to completion of the acquisition, we conducted a due diligence review of SHC; however, we cannot guarantee that all contingent liabilities were brought to our knowledge. A material liability that had not been discovered in the due diligence process, or since, might affect our business.

In addition, this acquisition resulted in the recording of amounts related to goodwill and certain purchased intangible assets, that may result in additional impairment charges arising out of the write-off of such goodwill and intangible assets, which could negatively impact our business, financial condition and results of operations, and cause the price of our ordinary shares to decline. During 2008, we had to record goodwill impairment charges in the amount of $3,235,000.

In January 2010 we completed the sale of certain of the assets (including certain accounts receivable and inventory) and certain of the liabilities (including certain accounts payable) of Vuance Inc. acquired in the acquisition of SHC (see a description of this transaction under the caption “History of the Company” in Item 4.A). In connection with the sale, we recognized an impairment of goodwill and intangible assets.

We entered into an agreement to acquire substantially all of the assets and liabilities of Intelli-Site, Inc. Certain unexpected outcomes of this acquisition are not yet known and there is still no assurance that the business combination will result in all of the benefits that we anticipated.

In March 2009, we entered into an agreement to acquire substantially all of the assets and liabilities of Intelli-Site, Inc. (“Intelli-Site”).  The main reason behind the acquisition of Intelli-Siteis our belief that the combined company will be better positioned to offer competitive RFID security solutions to existing and prospective customers. It is not yet clear whether all of the expected benefits of this business combination will be achieved.  We believe that the following are among the factors that may affect whether such benefits will indeed be achieved, and when such results will be known:

ћ our ability to maintain and increase the sale of Intelli-Site products;

ћ our ability to combine the operating activities of Intelli-Site with those of our U.S. subsidiary, Vuance, Inc.;

ћ our ability to sell our products to Intelli-Site’s existing customers; and

ћ our ability to maintain key employees of Intelli-Site;

Prior to completion of the acquisition, we conducted a due diligence review of Intelli-Site; however, we cannot guarantee that all contingent liabilities were brought to our knowledge. A material liability that had not been discovered in the due diligence process might affect our business.

In addition, this acquisition may result in the recording and later amortization of amounts related to goodwill and certain purchased intangible assets, or later impairment charges arising out of the write-off of such goodwill and intangible assets, which could negatively impact our business, financial condition and results of operations, and cause the price of our ordinary shares to decline.

In January 2010 we completed the sale of certain of the assets (including certain accounts receivable and inventory) and certain of the liabilities (including certain accounts payable) of Vuance Inc. acquired in the acquisition of Intelli-Site (see a description of this transaction under the caption “History of the Company” in Item 4.A).  In connection with the sale, we recognized an impairment of goodwill and intangible assets.

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We may pursue acquisitions or investments in complementary technologies and businesses. We may be unsuccessful in integrating the acquired businesses and/or assets of SHC and other complementary technologies and businesses, the acquisition of which we may pursue in the future, and such integrations could divert our resources and adversely affect our financial results.

Before the acquisition of SHC, we have not made any other acquisitions and our management has not had significant experience making acquisitions or integrating acquired businesses. Integrating the newly acquired business or technologies into our business could divert our management’s attention from other business concerns and could be expensive and time-consuming. Acquisitions, such as our agreement to acquire the issued and outstanding stock capital of SHC, could expose our business to unforeseen liabilities or risks associated with entering new markets. Consequently, we might not be successful in integrating the acquired businesses, technologies or products into our existing business and products, and might not achieve anticipated revenue or cost benefits. In the future, we may pursue acquisitions of, or investments in, additional complementary technologies and businesses. We may be unable to identify suitable acquisition candidates in the future or to make these acquisitions on a commercially reasonable basis, or at all. Acquisitions present a number of potential risks and challenges that could, if not met, disrupt our business operations, increase our operating costs and reduce the value to us of the acquired company. For example, if we identify an acquisition candidate, we may not be able to successfully negotiate or finance the acquisition on favorable terms. In addition, future acquisitions could result in customer dissatisfaction, performance problems with an acquired company, or require us to issue equity securities, incur debt, assume contingent liabilities or have amortization expenses and write-downs of acquired assets, which could adversely affect our profitability.

Our dependence on third-party distributors, sales agents and value-added resellers could result in marketing and distribution delays, which would prevent us from generating sales revenues.

           We market and sell some of our products using a network of distributors covering the United States. We establish relationships with distributors and resellers through agreements that provide prices, discounts and other material terms and conditions under which the reseller is eligible to purchase our systems and products for resale. These agreements generally do not grant exclusivity to the distributors and resellers and, as a general matter, are not long-term contracts, do not have commitments for minimum sales, and could be terminated by the distributor. We do not have agreements with all of our distributors. We are currently engaged in discussions with other potential distributors, sales agents, and value-added resellers. Such arrangements may never be finalized and, if finalized, such arrangements may not increase our revenues or enable us to achieve profitability.

Our ability to terminate a distributor who is not performing satisfactorily may be limited. Inadequate performance by a distributor could adversely affect our ability to develop markets in the regions for which the distributor is responsible and could result in substantially greater expenditures by us in order to develop such markets. Our operating results will be highly dependent upon: (i) our ability to maintain our existing distributor arrangements; (ii) our ability to establish and maintain coverage of major geographic areas and establish access to customers and markets; and (iii) the ability of our distributors, sales agents, and value-added resellers to successfully market our products. A failure to achieve these objectives could result in lower revenues.

Third parties could obtain access to our proprietary information or could independently develop similar technologies.

Despite the precautions we take, third parties may copy or obtain and use our technologies, ideas, know-how and other proprietary information without authorization or may independently develop technologies similar or superior to our technologies. In addition, the confidentiality and non-competition agreements between us and most of our employees, distributors and clients may not provide meaningful protection of our proprietary technologies or other intellectual property in the event of unauthorized use or disclosure. If we are not able to successfully defend our industrial or intellectual property rights, we may lose rights to technologies that we need to develop our business, which may cause us to lose potential revenues, or we may be required to pay significant license fees for the use of such technologies. To date, we have relied primarily on a combination of patent, trade secret and copyright laws, as well as nondisclosure and other contractual restrictions on copying, reverse engineering and distribution to protect our proprietary technology. Our patent portfolio consisted of two issued U.S. patents, four U.S. patent applications and one PCT. Generally, these patents, applications and PCTs related to our government solutions and access control technologies and were transferred in the sale of certain of the assets and certain of the liabilities of Vuance, Inc. in the first quarter of 2010 (see a description of this transaction under the caption “History of the Company” in Item 4.A).

 Our prior patent applications may not result in issued patents, and even if they result in issued patents, the patents may not have claims of the scope we sought. In the event the prior patent applications do not result in issued patents, the applications may become publicly available and proprietary information disclosed in the applications will then become available to others.  In addition, any issued patents may be challenged, invalidated or declared unenforceable.

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Our future patents may provide only limited protection for our technology and may not be sufficient to provide competitive advantages to us. For example, competitors could be successful in challenging any issued patents or, alternatively, could develop similar or more advantageous technologies on their own or design around our patents. Any inability to protect intellectual property rights in our technology could enable third parties to compete more effectively with us and/or could reduce our ability to compete. In addition, these efforts to protect our intellectual property rights could require us to incur substantial costs even when our efforts are successful.

           In addition, the laws of certain foreign countries may not protect our intellectual property rights to the same extent as do the laws of Israel or the United States. Our means of protecting our intellectual property rights in Israel, the United States or any other country in which we operate may not be adequate to fully protect our intellectual property rights.

Third parties may assert that we are infringing their intellectual property rights.

We may face intellectual property litigation, which could be costly, harm our reputation, limit our ability to sell our products, force us to modify our products or obtain appropriate licenses, and divert the attention of management and technical personnel.

Our products employ technology that may infringe on the proprietary rights of others, and, as a result, we could become liable for significant damages and suffer other harm to our business. Other than the ongoing litigation with Secu-Systems Ltd., as described in Item 8 below under the caption “Legal Proceedings,” we have not been subject to intellectual property litigation to date. On August 8, 2003, we received a letter stating that we may be infringing certain patents of third parties with respect to our hot lamination process for plastic cards. We reviewed the claims made in the letter and we do not believe that our products or technology infringe any third party's patents as claimed in the letter. Since the initial letter, we received another letter dated July 13, 2004 from the same party requesting that we respond to their claim and stating that attractive licenses are available. On August 11, 2004, we responded to this letter and indicated that we were not infringing upon such parties’ patents. To date, no infringement claims have been filed against us in connection with the foregoing letters. We believe that hot lamination of plastic cards is a widely known process that is used by most card manufacturers. Even if it were determined that we are infringing such third party’s patents, we believe that we could use another process to laminate plastic cards without materially affecting our business. On December 2, 2005, we received a letter stating that we may be infringing certain patents of third parties with respect to our Smart DSMS product for incident response management. We reviewed the claims made in the letter and we do not believe that our products or technology infringe any third party's patents as claimed in the letter. On February 21, 2006, after thorough investigation that included legal counseling, we responded to the letter while declining the claims in the letter. Since the initial letter, we received another letter dated August 1, 2007 from the same party stating that "at least on the surface" it appears that we are infringing one of their patents based on a line written in our website. On September 6, 2007, we responded to this letter and indicated that we were not infringing upon such party’s patents. To date, no infringement claims have been filed against us in connection with the foregoing letters. We believe that the Smart DSMS product lacks key features recited in each of the claims mentioned because the product does not perform steps of assigning and recording as recited in the party's patent.

Litigation may be necessary in the future to enforce any patents we may obtain and/or any other intellectual property rights, to protect our trade secrets, to determine the validity and scope of the proprietary rights of others, or to defend against claims of infringement or invalidity, and we may not prevail in any such future litigation. Litigation, whether or not determined in our favor or settled, could be costly, could harm our reputation and could divert the efforts and attention of our management and technical personnel from normal business operations. In addition, adverse determinations in litigation could result in the loss of our proprietary rights, subject us to significant liabilities, require us to seek licenses from third parties, prevent us from licensing our technology or selling or manufacturing our products, or require us to expend significant resources to modify our products or attempt to develop non-infringing technology, any of which could seriously harm our business.

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Our products may contain technology provided to us by third parties. Because we did not develop such technology ourselves, we may have little or no ability to determine in advance whether such technology infringes the intellectual property rights of any other party. Our suppliers and licensors may not be required to indemnify us in the event that a claim of infringement is asserted against us, or they may be required to indemnify us only with respect to intellectual property infringement claims in certain jurisdictions, and/or only up to a maximum amount, above which we would be responsible for any further costs or damages. In addition, we have indemnification obligations to certain customers, as well as to OTI, with respect to any infringement of third-party patents and intellectual property rights by our products. If litigation were to be filed against these parties in connection with our technology, we would be required to defend and indemnify such customers.

We may be plaintiff or defendant in various legal actions from time to time.

From time to time, we are the defendant or plaintiff in various legal actions, which arise in the normal course of business. We are required to assess the likelihood of any adverse judgments or outcomes to these matters as well as potential ranges of probable losses. A determination of the amount of reserves required for these contingencies, if any, which would be charged to earnings, is made after careful and considered analysis of each individual action with our legal advisors. The required reserves may change in the future due to new developments in each matter or changes in circumstances, such as a change in settlement strategy. A change in the required reserves would affect our earnings in the period the change is made.

A security breach of our internal systems or those of our customers could harm our business by adversely affecting the market's perception of our products and services, thereby causing our revenues to decline.

For us to further penetrate the marketplace, the marketplace must be confident that we provide effective security protection for national and other secured identification documents and cards. Although we have not experienced any act of sabotage or unauthorized access by a third party of our software or technology to date, if an actual or perceived breach of security occurs in our internal systems or those of our customers, regardless of whether we caused the breach, it could adversely affect the market's perception of our products and services. This could cause us to lose customers, resellers, alliance partners or other business partners, thereby causing our revenues to decline. If we or our customers were to experience a breach of our internal systems, our business could be severely harmed by adversely affecting the market's perception of our products and services.

We may be exposed to significant liability for actual or perceived failure to provide required products or services which could damage our reputation and adversely affect our business by causing our revenues to decline and our costs to rise.

Products as complex as those we offer may contain undetected errors or may fail when first introduced or when new versions are released. Despite our product testing efforts and testing by current and potential customers, it is possible that errors will be found in new products or enhancements after commencement of commercial shipments. The occurrence of product defects or errors could result in adverse publicity, delay in product introduction, diversion of resources to remedy defects, loss of or a delay in market acceptance, or claims by customers against us, or could cause us to incur additional costs or lose revenues, any of which could adversely affect our business.

Because our customers rely on our products for critical security applications, we may be exposed to claims for damages allegedly caused to a customer as a result of an actual or perceived failure of our products. An actual or perceived breach of security systems of one of our customers, regardless of whether the breach is attributable to our products or solutions, could adversely affect our business reputation. Furthermore, our failure or inability to meet a customer's expectations in the performance of our services, or to do so in the time frame required by the customer, regardless of our responsibility for the failure, could result in a claim for substantial damages against us by the customer, discourage other customers from engaging us for these services, and damage our business reputation. We carry product liability insurance, but existing coverage may not be adequate to cover potential claims.

We carry a combined products liability and professional liability insurance. We believe that this insurance coverage is comparable to that of other similar companies in our industry. However, that insurance may not continue to be available to us on reasonable terms or in sufficient amounts to cover one or more large claims, or the insurer may disclaim coverage as to any future claim. We do not maintain insurance coverage for theft by employees, nor do we maintain specific insurance coverage for any interruptions in our business operations. The successful assertion of one or more large claims against us that exceed available insurance coverage, or changes in our insurance policies, including premium increases or the imposition of large deductibles or co-insurance requirements, could adversely affect our business by significantly increasing our costs.

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Our efforts to expand our international operations are subject to a number of risks, any of which could adversely reduce our future international sales and increase our losses.

Most of our revenues to date have been generated in jurisdictions other than the United States. Our inability to obtain or maintain federal or foreign regulatory approvals relating to the import or export of our products on a timely basis could adversely affect our ability to expand our international business. Additionally, our international operations could be subject to a number of risks, any of which could adversely affect our future international sales and operating results, including:

ћ increased collection risks;

ћ trade restrictions;

ћ export duties and tariffs;

ћ uncertain political, regulatory and economic developments;

ћ inability to protect our intellectual property rights;

ћ highly aggressive competitors;

ћ lower gross margins in commercial sales in Hong Kong and China;

ћ business development issues in Hong Kong and China, where business development is time consuming and risky due to the uncertain political, regulatory and legal environment;

ћ if we do not generate additional sales from the expansion, our losses may increase; and

ћ currency issues.

In addition, in many countries the national security organizations require our employees to obtain clearance before such employees can work on a particular transaction. Failure to receive, or delays in the receipt of, relevant foreign qualifications could also have a material adverse effect on our ability to obtain sales at all or on a timely basis. Additionally, as foreign government regulators have become increasingly stringent, we may be subject to more rigorous regulation by governmental authorities in the future. If we fail to adequately address any of these regulations, our business will be harmed.

We have sought in the past and may seek in the future to enter into contracts with the U.S. government as well as state and local governmental agencies and municipalities, which subjects us to certain risks associated with such types of contracts.

Most contracts with the U.S. government or state or local agencies or municipalities (“Governmental Contracts”) are awarded through a competitive bidding process, and some of the business that we expect to seek in the future will likely be subject to a competitive bidding process. Competitive bidding presents a number of risks, including:

ћ the frequent need to compete against companies or teams of companies with more financial and marketing resources and more experience than we have in bidding on and performing major contracts;

ћ the need to compete against companies or teams of companies that may be long-term, entrenched incumbents for a particular contract we are competing for and which have, as a result, greater domain expertise and established customer relations;

ћ the substantial cost and managerial time and effort necessary to prepare bids and proposals for contracts that may not be awarded to us;

ћ the need to accurately estimate the resources and cost structure that will be required to service any fixed-price contract that we are awarded;and

ћ the expense and delay that may arise if our competitors protest or challenge new contract awards made to us pursuant to competitive bidding or subsequent contract modifications, and the risk that any of these protests or challenges could result in the resubmission of bids on modified specifications, or in termination, reduction or modification of the awarded contract.

We may not be afforded the opportunity in the future to bid on contracts that are held by other companies, and are scheduled to expire, if the U.S. government or the applicable state or local agency or municipality determines to extend the existing contract. If we are unable to win particular contracts that are awarded through the competitive bidding process, we may not be able to operate in the market for the products and services that are provided under those contracts for a number of years. If we are unable to win new contract awards or retain those contracts, if any, that we are awarded over any extended period, our business, prospects, financial condition and results of operations will be adversely affected.

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In addition, Governmental Contracts subject us to risks associated with public budgetary restrictions and uncertainties, actual contracts that are less than awarded contract amounts, and cancellation at any time at the option of the governmental agency. Any failure to comply with the terms of any Governmental Contracts could result in substantial civil and criminal fines and penalties, as well as suspension from future contracts for a significant period of time, any of which could adversely affect our business by requiring us to pay significant fines and penalties or prevent us from earning revenues from Governmental Contracts during the suspension period. Cancellation of any one of our major Governmental Contracts could have a material adverse effect on our financial condition.

The U.S. government may be in a position to obtain greater rights with respect to our intellectual property than we would grant to other entities. Governmental agencies also have the power, based on financial difficulties or investigations of their contractors, to deem contractors unsuitable for new contract awards. Because we will engage in the government contracting business, we will be subject to audits, and may be subject to investigation, by governmental entities. Failure to comply with the terms of any Governmental Contracts could result in substantial civil and criminal fines and penalties, as well as suspension from future contracts for a significant period of time, any of which could adversely affect our business by requiring us to pay the fines and penalties and prohibiting us from earning revenues from Governmental Contracts during the suspension period.

Furthermore, governmental programs can experience delays or cancellation of funding, which can be unpredictable. For example, the U.S. military’s involvement in Iraq has caused the diversion of some Department of Defense funding away from certain projects in which we participate, thereby delaying orders under certain of our governmental contracts. This makes it difficult to forecast our revenues on a quarter-by-quarter basis.

The markets that we target for a substantial part of our future growth are in very early stages of development, and if they do not develop our business may not grow as much or as profitably as we hope.

Many of the markets that we target for our future growth are small or non-existent and need to develop if we are to achieve our growth objectives. If some or all of these markets do not develop, or if they develop more slowly than we anticipate, then we will not grow as quickly or as profitably as we hope. In February 2006, we announced the introduction of a new technology and solution for actively tracking people, objects and assets, Active RFID Tracking Systems (“PureRF”). This new technology, which expanded our homeland security offerings, was developed in response to growing market demand for asset tracking solutions in the homeland security and commercial markets. While the incident management and homeland security benefits provided by PureRF are relatively obvious, we have also identified other market opportunities in the public and private sectors of the economy.

Our Credentialing suite has not been widely adopted by state and local governments, largely due to the dependency on federal grants, the cost of the necessary infrastructure and the relatively limited capabilities of previous solutions. As of January 2010, we have discontinued the sale of credentialing, identification and security networks products and services.

In 2009, our revenues from the government market totaled approximately $8,233,000 compared to $1,071,000 from the commercial market. Although we believe the government market is critical to our success in the short term, we believe that both the government and commercial markets will be critical to our long-term success. The development of these markets will depend on many factors that are beyond our control, including the following factors (and other factors discussed elsewhere in the Risk Factors): (i) there can be no assurances that we will be able to continue to apply our expertise and solutions developed for the government market to the commercial market; (ii) the ability of public safety and other government agencies to access U.S. Department of Homeland Security and other homeland security-related grants for incident management and related purposes; (iii) the ability of the commercial markets to adopt and implement the active RFID solutions; and (iv) the ability of our management to successfully market our technologies to such government and/or commercial entities.

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The success of our new business line, the active RFID, is dependent on several factors.

The success of our active RFID business line is dependent on several factors, including proper new product definitions, product costs, timely completion and introduction of the new product, differentiation of the new product from those of our competitors, and market acceptance of the product, as well as our existing and potential customers’ varying budgets for capital expenditures and new product introduction. We have addressed the need to develop new products through our internal development efforts and joint development efforts with other companies. In light of the OTI Transaction and the sale of certain assets and liabilities related to our electronic access control market and our Government Services Division including our CSMS and RAPTOR suites, the active RFID product line will be our main revenue growth generator in the future. There can be no assurance that we will successfully identify new product opportunities and/or develop and bring new products to market in a timely manner, or that the products and technologies developed by others will not render our products or technologies obsolete or noncompetitive. The failure of our new product development efforts could have a material adverse effect on our business, results of operations and future growth.

If our technology and solutions ceases to be adopted and used by government and commercial organizations, we may lose some of our existing customers and increase our losses.

Our ability to grow depends significantly on whether governmental and commercial organizations adopt our technology and solutions as part of their new standards and whether we will be able to leverage our expertise with government products into commercial products. If these organizations do not adopt our technology, we might not be able to penetrate some of the new markets we are targeting, or we might lose some of our existing customer base. There also can be no assurances that we will be able to continue to apply our expertise and solutions developed for the public sector to the commercial market.

In order for us to achieve our growth objectives, our RFID technology must be adapted to and adopted in a variety of areas, including:

ћ public safety and emergency;

ћ asset management;

ћ patient and critical equipment tracking in the health care sector;

ћ building automation;

ћ patient wandering in the homecare market;

ћ transportation applications using active RFID as method of monitoring and control; and

ћ access control in such fields as education and health care.

Any or all of these areas may not adopt our RFID technology.

We cannot accurately predict the future growth rate, if any, or the ultimate size of the RFID technology markets. The expansion of the market for our products and services depends on a number of factors such as:

ћ the cost, performance and reliability of our products and services compared to the products and services of our competitors;

ћ customer perception of the benefits of our RFID based solutions;

ћ public perception of the intrusiveness of these solutions and the manner in which organizations use the information collected;

ћ public perception of the confidentiality of private information;

ћ customer satisfaction with our products and services; and

ћ marketing efforts and publicity for our products and services.

Even if our RFID solutions gain wide market acceptance, our products and services may not adequately address market requirements and may not gain wide market acceptance. If our solutions or our products and services do not gain wide market acceptance, our business and our financial results will suffer.

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We need to develop our position as a provider of RFID enabled security solutions and services to earn high margins from our technology, and if we are unable to develop such position, our business will not be as profitable as we hope, if at all.

The increasing sophistication of our RFID technology places a premium on providing innovative software systems and services to customers, in addition to manufacturing and supplying RFID technology. While we have had some early success positioning ourselves as a provider of such services and systems, we may not continue to be successful with this strategy and we may not be able to capture a significant share of the market for the sophisticated services and systems that we believe are likely to produce attractive margins in the future. A significant portion of the value of our RFID technology lies in the development of software and applications that will permit the use of RFID technology in new markets. In contrast, the margins involved in manufacturing and selling RFID technology can be relatively small, and may not be sufficient to permit us to earn an attractive return on our development investments.

The time from our initial contact with a customer to a sale may be long and subject to delays, which could result in the postponement of our receipt of revenues from one accounting period to the next, increasing the variability of our results of operations and causing significant fluctuations in our revenue from quarter to quarter.

The period between our initial contact with a potential customer and the purchase of our products and services is often long and subject to delays associated with the budgeting, approval and competitive evaluation processes that frequently accompany significant capital expenditures, particularly by governmental agencies. The typical sales cycle for our government customers has, to date, ranged from three to 24 months and the typical sales cycle for our commercial customers has ranged from one to six months. A lengthy sales cycle may have an impact on the timing of our revenue, which may cause our quarterly operating results to fall below investor expectations. We believe that a customer's decision to purchase our products and services is discretionary, involves a significant commitment of resources, and is influenced by customer budgetary cycles. To successfully sell our products and services, we generally must educate our potential customers regarding their use and benefits, which can require significant time and resources. This significant expenditure of time and resources may not result in actual sales of our products and services.

Due to the nature of our business, our financial and operating results could fluctuate.

Our financial and operating results have fluctuated in the past and could fluctuate in the future from quarter to quarter and from year to year for the following reasons:

ћ long customer sales cycles;

ћ reduced demand for our products and services;

ћ price reductions

ћ new competitors, or the introduction of enhanced products or services from new or existing competitors;

ћ changes in the mix of products and services we or our customers and distributors sell;

ћ contract cancellations, delays or amendments by customers;

ћ the lack of government demand for our products and services or the lack of government funds appropriated to purchasing our products and services;

ћ unforeseen legal expenses, including litigation costs;

ћ expenses related to acquisitions;

ћ other non-recurring financial charges;

ћ the lack of availability, or increased cost, of key components and subassemblies;

ћ the inability to successfully manufacture in volume, and reduce the price of, certain of our products; and

ћ impairment loss of goodwill and intangible assets.

The fair value of Vuance, Inc., our U.S. subsidiary, has caused a significant goodwill and other intangible assets impairment loss.

As part of the annual review for impairment in accordance with ASC Topic 350, "Intangibles - Goodwill and Other" in November 2008, we examined the fair value of the intangible assets and the goodwill and in doing so, considered in part, a third party expert services. The valuation referred to Vuance, Inc. as a single reporting unit. The valuation was conducted on a going concern basis. Since Vuance, Inc. is closely-held, and thus without a public market for its ownership interests, the appraisal was conducted according to common appraisal practices, and based on the Free Discounted Cash-Flows ("DCF") method.  In addition, we received market indication with respect to the fair value of Vuance, Inc. in the first quarter of 2009. Based on the above we were required to recognize an impairment loss in the amount of approximately $3,235,000.

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Due to the sale of certain of the assets and certain of the liabilities of Vuance, Inc.  in the first quarter of 2010 (see a description of this transaction under the caption “History of the Company” in Item 4.A), as of December 31, 2009 we recognized an impairment of goodwill and intangible assets in the amount of $1,119,000 and presented the balance of $1,996,000 and $1,599,000 as assets attributed to discontinued operations and liabilities attributed to discontinued operations, respectively, in our financial statements.

The lead time for ordering parts for and manufacturing our products can be significantly long and therefore based on forecasted demands rather than actual orders received.

The lead time for ordering parts and materials and building many of our products can be many months. As a result, we must order parts and materials and build our products based on forecasted demand. If demand for our products lags significantly behind our forecasts, we may produce more products than we can sell, which can result in cash flow problems and write-offs or write-downs of obsolete inventory.

Our markets are highly competitive and competition could harm our ability to sell products and services and could reduce our market share.

The market for RFID enabled products is intensely competitive. We expect competition to increase as the industry grows and as RFID technology begins to converge with the access control and information technology industry. We may not be able to compete successfully against current or future competitors. We face competition from technologically sophisticated companies, many of which have substantially greater technical, financial, and marketing resources than we do. In some cases, we compete with entities that have pre-existing relationships with potential customers. As the active RFID enabled solutions market expands, we expect additional competitors to enter the market.

Some of our competitors and potential competitors have larger technical staffs, larger customer bases, more established distribution channels, greater brand recognition and greater financial, marketing and other resources than we do. Our competitors may be able to develop products and services that (i) are superior to our products and services, (ii) achieve greater customer acceptance or (iii) have significantly improved functionality as compared to our existing and future products and services. In addition, our competitors may be able to negotiate strategic relationships on more favorable terms than we are able to negotiate. Many of our competitors may also have well-established relationships with our existing and prospective customers. Increased competition may result in our experiencing reduced margins, loss of sales or decreased market share.

The average selling prices for our products may decline as a result of competitive pricing pressures, promotional programs and customers who negotiate price reductions in exchange for longer-term purchase commitments. The pricing of products depends on the specific features and functions of the products, purchase volumes and the level of sales and service support required. As we experience pricing pressure, the average selling prices and gross margins for our products may decrease over product lifecycles. These same competitive pressures may require us to write down the carrying value of any inventory on hand, which could adversely affect our operating results and earnings per share.

We rely on the services of certain executive officers and key personnel, the loss of which could adversely affect our operations by causing a disruption to our business.

Our future success depends largely on the efforts and abilities of our executive officers and senior management and other key employees, including technical and sales personnel. The loss of the services of any of these persons could disrupt our business until replacements, if available, are found. We do not maintain any key-person insurance for any of our employees.

Our ability to remain competitive depends in part on attracting, hiring and retaining qualified technical personnel; if we are not successful in such hiring and retention, our business could be disrupted.

Our future success depends in part on the availability of qualified technical personnel, including personnel trained in software and hardware applications within specialized fields. As a result, we may not be able to successfully attract or retain skilled technical employees, which may impede our ability to develop, install, implement and otherwise service our software and hardware systems and to efficiently conduct our operations.

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The information technology and network security industries are characterized by a high level of employee mobility and the market for technical personnel remains extremely competitive in certain regions, including Israel. This competition means that (i) there are fewer highly qualified employees available for hire, (ii) the costs of hiring and retaining such personnel are high, and (iii) highly qualified employees may not remain with us once hired. Furthermore, there may be pressure to provide technical employees with stock options and other equity interests in us, which may dilute our shareholders and increase our expenses.

The additions of new personnel and the departure of existing personnel, particularly in key positions, can be disruptive, might lead to additional departures of existing personnel and could have a material adverse effect on our business, operating results and financial condition.

Our planned growth will place significant strain on our financial and managerial resources and may negatively affect our results of operations and ability to grow more.

Our ability to manage our growth effectively will require us:

ћ to continue to improve our operations, financial and management controls, reporting systems and procedures;

ћ to train, motivate and manage our employees; and

ћ as required, to install new management information systems.

Our existing management and any new members of management may not be able to augment or improve existing systems and controls, or implement new systems and controls, in response to anticipated future growth. If we are successful in achieving our growth plans, such growth is likely to place a significant burden on the operating and financial systems, resulting in increased responsibility for our senior management and other personnel.

Some of our products are subject to government regulation of radio frequency technology which could cause a delay in introducing, or an inability to introduce, such products in the United States and other markets.

The rules and regulations of the United States Federal Communications Commission (the "FCC") limit the radio frequency used by and level of power emitting from electronic equipment. Our readers, controllers and other radio frequency technology scanning equipment are required to comply with these FCC rules which may require certification, verification or registration of the equipment with the FCC. Certification and verification of new equipment requires testing to ensure the equipment's compliance with the FCC's rules. The equipment must be labeled according to the FCC's rules to show compliance with these rules. Testing, processing of the FCC's equipment certificate or FCC registration and labeling may increase development and production costs and could delay introduction of our verification scanning device and next generation radio frequency technology scanning equipment into the U.S. market. Electronic equipment permitted or authorized to be used by us through FCC certification or verification procedures must not cause harmful interference to licensed FCC users, and may be subject to radio frequency interference from licensed FCC users. Selling, leasing or importing non-compliant equipment is considered a violation of FCC rules and federal law, and violators may be subject to an enforcement action by the FCC. Any failure to comply with the applicable rules and regulations of the FCC could have a material adverse effect on our business, operating results and financial condition by increasing our compliance costs and/or limiting our sales in the United States.

Conditions in Israel affect our operations in Israel and may limit our ability to sell our products and services.

We are incorporated under Israeli law and we also facilitate offices located in Israel. Political, economic and military conditions in Israel may directly affect our operations and business. Since the establishment of the State of Israel in 1948, a number of armed conflicts have taken place between Israel and its Arab neighbors and a state of hostility, varying from time to time in degree and intensity, has led to security and economic problems for Israel. Although Israel has entered into various agreements with its Arab neighbors and the Palestinian Authority, there has been an increase in unrest and terrorist activity in Israel, in varying levels of severity, since September 2000. The election in early 2006 of representatives of Hamas, an Islamic resistance movement, to a majority of seats in the Palestinian Legislative Council and the resulting tension among the different Palestinian factions has created additional unrest and uncertainty. Furthermore, several countries still restrict trade with Israeli companies and additional countries may impose such restrictions as a result of changes in the military and/or political conditions in Israel, which may limit our ability to make sales in, or purchase components from, those countries. Any future armed conflict, such as the armed conflict that occurred during July and August, 2006 between Israel and Hezbollah, a Lebanese Islamist Shiite militia group and political party, which involved rocket attacks on populated areas in Northern Israel, or political instability, continued violence in the region or restrictions could have a material adverse effect on our business, operating results and financial condition. No predictions can be made as to whether or when a final resolution of the area’s problems will be achieved or the nature thereof and to what extent the situation will impact Israel’s economic development or our operations.

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Our operations could be disrupted as a result of the obligation of management or key personnel to perform military service in Israel.

Generally, all nonexempt male adult citizens and permanent residents of Israel under the age of 40, or older for reserves officers or citizens with certain occupations, are obligated to perform annual military reserve duty and are subject to being called for active duty at any time under emergency circumstances. We believe that a maximum of two of our employees, 10% of our employees at any one time, could be called for active duty under emergency circumstances. While we have operated effectively under these requirements since our incorporation, we cannot predict the full impact of such conditions on us in the future, particularly if emergency circumstances occur. If many of our employees are called for active duty, our operations in Israel and our business, operating results and financial condition may be adversely affected.

Your rights and responsibilities as a shareholder will be governed by Israeli law and differ in some respects from the rights and responsibilities of shareholders under U.S. law.

We are incorporated under Israeli law. The rights and responsibilities of holders of our ordinary shares are governed by our Memorandum of Association and Articles of Association, and by Israeli law. These rights and responsibilities differ in some respects from the rights and responsibilities of shareholders in typical U.S. corporations. In particular, a shareholder of an Israeli company has a duty to act in good faith and customary manner in exercising his or her rights and fulfilling his or her obligations toward the company and other shareholders, and to refrain from misusing his power, including, among other things, when voting at the general meeting of shareholders on certain matters. Israeli law provides that these duties are applicable to shareholder votes on, among other things, amendments to a company’s articles of association, increases in a company’s authorized share capital and mergers and interested party transactions requiring shareholder approval. A shareholder also has a general duty to refrain from oppressing any other shareholder of his or her rights as a shareholder. In addition, a controlling shareholder of an Israeli company or a shareholder who knows that it possesses the power to determine the outcome of a shareholder vote or who, under our Articles of Association, has the power to appoint or prevent the appointment of a director or executive officer in the company, has a duty of fairness toward the company. Israeli law does not define the substance of this duty of fairness, but provides that remedies generally available upon a breach of contract will apply also in the event of a breach of the duty to act with fairness. Because Israeli corporate law has undergone extensive revision in recent years, there is little case law available to assist in understanding the implications of these provisions that govern shareholder behavior.

Provisions of Israeli law may delay, prevent or otherwise encumber a merger with or an acquisition of our company, which could prevent a change of control, even when the terms of such transaction are favorable to us and our shareholders.

           Israeli corporate law regulates mergers, requires tender offers for acquisitions of shares above specified thresholds, requires special approvals for transactions involving directors, officers or significant shareholders and regulates other matters that may be relevant to these types of transactions. For example, a merger may not be completed unless at least 50 days have passed from the date that a merger proposal was filed by each merging company with the Israel Registrar of Companies and at least 30 days from the date that the shareholders of both merging companies approved the merger. In addition, a majority of each class of securities of the target company is required to approve a merger. Furthermore, Israeli tax considerations may make potential transactions unappealing to us or to some of our shareholders whose country of residence does not have a tax treaty with Israel exempting such shareholders from Israeli tax. For example, Israeli tax law does not recognize tax-free share exchanges to the same extent as U.S. tax law. With respect to mergers, Israeli tax law allows for tax deferral in certain circumstances but makes the deferral contingent on the fulfillment of numerous conditions, including a holding period of two years from the date of the transaction during which time sales and dispositions of shares of the participating companies are restricted. Moreover, with respect to certain share swap transactions, the tax deferral is limited in time, and when the time expires, tax then becomes payable even if no actual disposition of the shares has occurred. These provisions of Israeli law could delay, prevent or impede a merger with or an acquisition of our company, which could prevent a change of control, even when the terms of such transaction are favorable to us and our shareholders and therefore potentially depress the price of our shares.

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Our shareholders may face difficulties in the enforcement of civil liabilities against Vuance Ltd. and its officers and directors.

Certain of our officers and directors and our professional advisors are residents of Israel or otherwise reside outside of the U.S. Vuance Ltd. is incorporated under Israeli law and its principal office and facilities are located in Israel. All or a substantial portion of the assets of such persons are or may be located outside of the U.S. It may be difficult to effect service of process within the U.S. upon us or upon any such officers and directors or professional advisors or to realize in the U.S. upon judgments of U.S. courts predicated upon the civil liability of Vuance Ltd. or such persons under U.S. federal securities laws. We have been advised by our Israeli counsel that there is doubt as to whether Israeli courts would (i) enforce judgments of U.S. courts obtained against Vuance Ltd. or such officers and directors or professional advisors predicated solely upon the civil liabilities provisions of U.S. federal securities laws, or (ii) impose liabilities in original actions against Vuance Ltd. or such officers and directors and professional advisors predicated solely upon such U.S. laws. However, in accordance with the Israeli Law on Enforcement of Foreign Judgments, 1958-5718, and subject to certain time limitations, an Israel court may declare a foreign (including U.S.) civil judgment enforceable if it finds that:

ћ the judgment was rendered by a court which was, according to the laws of the state of the court, competent to render the judgment;

ћ the judgment may no longer be appealed;

ћ the judgment is executory in the jurisdiction in which it was given;

ћ the obligation, the subject matter of the judgment, is enforceable under Israeli laws of enforcement of judgments and is not contrary to public policy;

ћ due process has been observed;

ћ such judgment was rendered by a court which was competent to render such judgment according to the rules of private international law, as applicable in Israel;

ћ such judgment was not obtained by fraud and does not conflict with any other valid judgment in the same matter between the same parties; and

ћ an action between the same parties in the same matter is not pending in any Israeli court or tribunal at the time the law suit is instituted in the foreign court.

Even if these conditions are satisfied, an Israeli court will not enforce a foreign judgment if it was given in a state whose laws do not provide for the enforcement of judgments of Israeli courts (subject to exceptional cases) or if its enforcement is likely to prejudice the sovereignty or security of the State of Israel. The term “prejudice the sovereignty or security of the State of Israel” as used in the Israeli Law on Enforcement of Foreign Judgments has rarely been interpreted by Israeli courts; therefore, there is only limited guidance as to what criteria will be considered by an Israeli court in determining whether the enforcement of a foreign judgment would prejudice the sovereignty or security of the State of Israel.

An investor may also find it difficult to bring an original action in an Israeli court to enforce liabilities based upon U.S. federal securities laws against us or against our directors or officers. Israeli courts may refuse to hear a claim based on a violation of U.S. securities laws and rule that Israel is not the most appropriate forum in which to bring such a claim. In addition, even if an Israeli court agrees to hear such a claim, it may determine that Israeli law and not U.S. law is applicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law must be proved as a fact, which can be a time consuming and costly process. Certain matters of procedure will also be governed by Israeli law. There is little binding case law in Israel addressing these matters.

Fluctuations in the exchange rate between the U.S. dollar and foreign currencies may affect our operating results.

We incur expenses for our operations in Israel in New Israeli Shekels ("NIS") and translate these amounts into U.S. dollars for purposes of reporting consolidated results. As a result, fluctuations in foreign currency exchange rates may adversely affect our expenses and results of operations, as well as the value of our assets and liabilities. Fluctuations may adversely affect the comparability of period-to-period results. In addition, we hold foreign currency balances, primarily NIS, that will create foreign exchange gains or losses, depending upon the relative values of the foreign currency, at the beginning and end of the reporting period, affecting our net income and earnings per share. Although we may use hedging techniques in the future (which we currently do not use), we will not be able to eliminate the effects of currency fluctuations. Thus, exchange rate fluctuations could have a material adverse impact on our operating results and stock price. (See also Item 15, "Impact of Inflation and Currency Fluctuations")

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We are exposed to special risks in foreign markets which may make operating in those markets difficult and thereby force us to curtail our business operations.

In conducting our business in foreign countries, we are subject to political, economic, legal, operational and other risks that are inherent in operating in other countries. For instance, business development in Hong Kong and China is time consuming and risky due to the uncertain political, regulatory and legal environment. Other risks inherent to operating in other countries range from difficulties in settling transactions in emerging markets to possible nationalization, expropriation, price control and other restrictive governmental actions. We also face the risk that exchange controls or similar restrictions imposed by foreign governmental authorities may restrict our ability to convert local currency received or held by it in their countries into U.S. dollars or other currencies, or to take those dollars or other currencies out of those countries.

The terrorist attacks of September 11, 2001, and the continuing threat of global terrorism, have increased financial expectations in our industries that may not materialize.

The September 11, 2001 terrorist attacks and continuing concerns about global terrorism, may have created an increased awareness for our security solutions in general. However, it is uncertain whether the actual level of demand for our products and services will grow as a result of such increased awareness. Increased demand may not result in an actual increase in our revenues. In addition, it is uncertain which security solutions, if any, will be adopted as a result of terrorism and whether our products will be a part of those solutions. The efforts of the U.S. in the war against terrorism, the war in Iraq, and the post-war reconstruction efforts in Iraq, may actually delay funding for the implementation of security solutions generally in the U.S. Even if our products are considered or adopted as solutions to terrorism concerns, the level and timeliness of available funding are unclear. These factors may adversely impact us and create unpredictability in our revenues and operating results.

We are unlikely to pay dividends in the foreseeable future and any return on investment may be limited to the value of our ordinary shares.

We distributed a cash dividend to our shareholders on one occasion on August 26, 1997 in the aggregate amount of NIS 1 million and prior to that dividends in the form of bonus shares were distributed on two other occasions. We do not expect to declare or pay cash dividends in the foreseeable future and intend to retain future earnings, if any, to finance the growth and development of our business. If we do not pay dividends, our ordinary shares may be less valuable because a return on your investment will only occur if our share price appreciates.

Servicing our debt obligations requires a significant amount of cash, and our ability to obtain or generate cash depends on many factors beyond our control.

Our ability to satisfy our debt service obligations, including making the payments under the convertible bonds we issued in November 2006, to Brevan Howard Master Fund Limited ("BH") and to Special Situation Funds (the “Convertible Bonds”) will depend, among other things, upon our future operating performance and our ability to refinance indebtedness when necessary. Each of these factors is to a large extent dependent on economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

If, in the future, we cannot generate sufficient cash from our operations to meet our debt service obligations, we may need to reduce or delay capital expenditures or curtail research and development efforts. In addition, we may need to refinance our debt, obtain additional financing or sell assets, which we may not be able to do on commercially reasonable terms, if at all. We cannot assure you that our business will generate sufficient cash flow, or that we will be able to obtain funding, sufficient to satisfy our debt service obligations. In addition, we may need additional capital even to satisfy our present requirements if we undertake large projects or have a delay in one of our anticipated projects. If we fail to raise such additional capital, we may need to implement certain operational changes in order to decrease our expenditure level. Our need for additional capital to finance our operations and growth will be greater should, among other things, our revenue or expense estimates prove to be incorrect.  In addition, continuation of the Company's current operations after utilizing its current cash reserves is dependent upon the generation of additional financial resources either through the issuance of additional equity or debt securities or other sources of financing or the sale of certain assets of the Company. These matters raise substantial doubt about the Company's ability to continue as a going concern. The financial statements have been prepared assuming that we will continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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Restrictions imposed by our Convertible Bonds and other debt instruments may limit our ability to finance future operations or capital needs or engage in other business activities that may be in our interest. Our failure to comply with our obligations under these instruments could lead to an acceleration of our indebtedness.

The indenture governing the Convertible Bonds contains certain covenants that will, among other things, limit our ability and the ability of our restricted subsidiaries to: (i) create liens; (ii) sell or otherwise dispose of assets; (iii) engage in transactions with our affiliates; and (iv) merge or consolidate with another entity or transfer all or substantially all of our assets. These restrictions could limit our ability to obtain future financing, make acquisitions or capital expenditures, withstand economic downturns in our business, the industry or the economy in general, conduct operations or otherwise take advantage of business opportunities that arise.

Our failure to make payments due under our debt instruments, or to otherwise comply with the restrictions or our obligations thereunder, could result in an event of default under such instruments and lead to an acceleration of our related indebtedness. In the event of such a default, we are not certain whether we would have, or would be able to obtain, sufficient funds to make the accelerated payments, and as a result certain lenders would be able to proceed against certain of our assets that secure the debt. As of December 31, 2009 and the filing date of this Form 20-F, we are in compliance with the terms and conditions of our Convertible Bond agreements, as amended. See Item 5.B, “Liquidity and Capital Resources,” regarding the amendments to the Convertible Bonds.

The number of ordinary shares that are available for sale upon exercise of our outstanding warrants, options and convertible bonds is significant in relation to our currently outstanding ordinary shares. Sales of a significant number of our ordinary shares in the public market, or the perception that they may occur, may depress the market price for our ordinary shares.

The number of ordinary shares available for sale upon the exercise of our outstanding warrants, options and convertible bonds is significant in relation to the number of ordinary shares currently outstanding. As of May 31, 2010, 7,262,882 of our ordinary shares were outstanding. In addition, we had a total of 1,392,458 ordinary shares issuable upon the exercise of outstanding options, which we have issued to our employees and certain other persons at various prices, some of which have exercise prices below the current market price for our ordinary shares. As of May 31, 2010, we had a total of 1,212,552 ordinary shares issuable upon the exercise of outstanding warrants issued to investors and consultants, at various prices, which expire between 2010 and 2016. As of May 31, 2010, we had a total of 1,041,189 ordinary shares issuable upon the conversion of convertible bonds. As of May 31, 2010, our registered capital permitted us to issue up to additional 1,090,919 ordinary shares in connection with future grants of options, warrants, shares and other financial instruments.

If our warrant or option holders exercise their warrants or options, or holders of convertible bonds covert their bonds into ordinary shares, and determine to sell a substantial number of shares into the market at any given time, there may not be sufficient demand in the market to purchase the shares without a decline in the market price for our ordinary shares. Moreover, continuous sales into the market of a number of shares in excess of the typical trading volume for our ordinary shares, or even the availability of such a large number of shares or the perception that these sales could occur, could cause substantial dilution to existing shareholders, decrease the market price of our ordinary shares, and impair our ability to raise capital in the future.

Our ordinary shares were delisted from The NASDAQ Capital Market, which could negatively impact the price of our ordinary shares.

On December 11, 2008, we received a letter from the NASDAQ Capital Market (“NASDAQ") advising us that we did not comply with the continued listing requirements of Listing Rule 5550(b) (formerly Marketplace Rule 4310(c)(3)), which requires us to have a minimum of $2.5 million in stockholders’ equity, or $35 million in market value of listed securities, or $500,000 of net income from continuing operations for the most recently completed fiscal year or two of the three most recently completed fiscal years (the “Listing Requirements”).

As a result, the NASDAQ Staff began reviewing our eligibility for continued listing on NASDAQ. To facilitate their review, the NASDAQ Staff requested that we provide on or before December 26, 2008, our specific plan to achieve and sustain compliance with the NASDAQ listing requirements, including the time frame for completion of the plan (the “Plan”).  After we submitted the Plan, on March 30, 2009 we received further correspondence from NASDAQ that we did not comply with the Listing Requirements, and therefore, trading of our ordinary shares would be suspended at the opening of business on April 8, 2009, and a form 25-NSE would be filed with the SEC removing our securities from listing and registration on NASDAQ, unless we requested an appeal of the delisting decision by NASDAQ. 

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We appealed the NASDAQ determination to a NASDAQ Listings Qualifications Panel (the “Panel”), which automatically stayed the delisting of our ordinary shares until the Panel reached a decision.  On June 17, 2009, the Panel granted our request for an extension of time to achieve full compliance with the Listing Requirements.

On September 29, 2009 we received a NASDAQ Staff Determination letter indicating that we failed to comply with the minimum stockholders’ equity requirement of $2.5 million as set forth in Listing Rule 5550(b) (formerly Marketplace Rule 4310(c)(3)). As a result, our securities were delisted from The Nasdaq Stock Market and trading in our shares was suspended effective at the open of business on October 1, 2009.

We had been advised by Pink OTC Markets Inc., which operates an electronic quotation service for securities traded over-the-counter, that our securities were immediately eligible for quotation in the Pink Sheets effective as of the open of business on October 1, 2009. Our ordinary shares are currently quoted under the ticker symbol “VUNCF”.

The delisting of our ordinary shares significantly affects the ability of investors to trade our securities and negatively affects the value and liquidity of our ordinary shares. In addition, the delisting of our ordinary shares could also have a material adverse affect on our ability to raise capital on terms acceptable to us, or at all. Delisting from NASDAQ could also have other negative results, including the potential loss of confidence by customers and employees, the loss of institutional investor interest and fewer business development opportunities.

"Penny stock" rules may make buying or selling our ordinary shares difficult, severely limiting the market price of our ordinary shares and the liquidity of our shares in the U.S.

Trading in our ordinary shares may be subject to the "penny stock" regulations adopted by the SEC. These regulations generally define a "penny stock" to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. These rules require that any broker-dealer who recommends our securities to persons other than prior customers and accredited investors must, prior to the sale, make a special written suitability determination for the purchaser and receive the purchaser's written agreement to execute the transaction. Unless an exception is available, the regulations require delivery, prior to any transaction involving a "penny stock," of a disclosure schedule explaining the penny stock market and the risks associated with trading in the penny stock market. In addition, broker-dealers must disclose commissions payable to both the broker-dealer and registered representative and current quotations for the securities they offer. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our stock, which could severely limit the market price and liquidity of our stock.

Our default under certain registration rights agreements may result in liquidated damages.

In connection with private placements completed in September 2004 and December 2005, in which we issued to the investors ordinary shares and warrants to purchase our ordinary shares, we entered into registration rights agreements pursuant to which we undertook to register such ordinary shares in accordance with the Securities Act of 1933. Accordingly, we filed Forms F-1 on November 2004 and January 5, 2006. Our failure to properly update the Forms (and to make subsequent registrations) in accordance with the registration rights agreements could result in an event of default under such agreements and subject us to liquidated damages.

We have a shareholder that is able to exercise substantial influence over us and all matters submitted to our shareholders which may make us difficult to be acquired and less attractive to new investors.

Special Situations Fund III, L.P. and its affiliates (collectively, “SSF”) beneficially own 1,007,359 of our ordinary shares, representing approximately 13.87% of our outstanding ordinary shares, based on 7,262,882 ordinary shares currently outstanding. In addition, SSF own warrants exercisable for an additional 250,952 ordinary shares and Convertible Bond for additional 207,855 ordinary shares. Such ownership interest gives SSF substantial influence over the outcome of all matters submitted to our stockholders, including the election of directors and the adoption of a merger agreement, and such influence could make us a less attractive acquisition or investment target. In addition, our officers and directors beneficially own a significant amount of our ordinary shares, which may have a similar effect to SSF's ownership of our ordinary shares.

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If persons engage in short sales of our ordinary shares, including sales of shares to be issued upon the exercise of our outstanding warrants, options and convertible bonds, the price of our ordinary shares may decline.

Selling short is a technique used by a stockholder to take advantage of an anticipated decline in the price of a security. In addition, holders of options, warrants and convertible bonds will sometimes sell short knowing they can, in effect, cover the sale through the exercise of an option, warrant or convertible bond, thus locking in a profit. A significant number of short sales or a large volume of other sales within a relatively short period of time can create downward pressure on the market price of a security. Further sales of ordinary shares issued upon exercise of our outstanding warrants, options or convertible bonds could cause even greater declines in the price of our ordinary shares due to the number of additional shares available in the market upon such exercise or conversion, which could encourage short sales that could further undermine the value of our ordinary shares. You could, therefore, experience a decline in the value of your investment as a result of short sales of our ordinary shares.

Costs arising from our future acquisitions and dispositions could adversely affect our financial condition.

Any acquisition or disposition that we make could result in the use of our cash, incurrence and assumption of debt, contingent liabilities, significant acquisition-related expenses, amortization of certain identifiable intangible assets, and research and development write-offs, and could require us to record goodwill and other intangible assets that could result in future impairments that could harm our financial results. We will likely incur significant transaction costs pursuing acquisitions or dispositions, including acquisitions or dispositions that may not be consummated. We may not be able to generate sufficient revenues from our acquisitions or dispositions to offset their costs, which could materially adversely affect our financial condition. The recognition of impairments of tangible, intangible and financial assets results in a non-cash charge on the income statement, which could adversely affect our results of operations.

Being a foreign private issuer exempts us from certain SEC requirements.

We are a foreign private issuer within the meaning of rules promulgated under the U.S. Securities and Exchange Act of 1934, as amended (the “Exchange Act”). As such, we are exempt from certain provisions applicable to U.S. public companies including:

ћ the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q or current reports on Form 8-K;

ћ the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act;

ћ the provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information; and

ћ the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and establishing insider liability for profits realized from any “short-swing” trading transaction (i.e., a purchase and sale, or sale and purchase, of the issuer’s equity securities within less than six months).

Because of these exemptions, investors are not afforded the same protections or information generally available to investors holding shares in public companies organized in the U.S.

We could face additional costs or liabilities arising from the winding down of our operations through SuperCom Asia Pacific Limited (“SuperCom Asia Pacific”).

SuperCom Asia Pacific, incorporated in Hong Kong, has been our wholly-owned subsidiary since November 2003, and is responsible for our sales and marketing efforts in Asia Pacific.  In the third quarter of 2009, we began to wind down our operations through SuperCom Asia Pacific and as a result may be subject in the future to claims from former employees of SuperCom Asia Pacific. To our knowledge, no such claims have been lodged to date. To the best of our knowledge, as of December 31, 2009, all required allowances in connection with such potential claims are included in our financial statements.

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ITEM 4.    Information on the Corporation.

A. History and Development of the Corporation

History of the Company

Vuance Ltd. was incorporated in Israel, as a company limited by shares, on July 4, 1988, under the provisions of the then-current Israeli Companies Ordinance. We now operate under the Israeli Companies Law, 5759-1999 (the “Israeli Companies Law”), which became effective on February 1, 2000, and the Israeli Companies Ordinance (New Version) 1983, as amended.

From our incorporation in 1988 until 1999, we were a development-stage company primarily engaged in research and development, establishing relationships with suppliers and potential customers and recruiting personnel with a focus on the governmental market. In 2001, we implemented a reorganization plan, which we completed in 2002. As a result of the reorganization, we expanded our marketing and sales efforts to include the commercial market with a new line of advanced smart card and identification technologies products, while maintaining our governmental market business.

During 2002, we sold, in three separate transactions with third party purchasers, our entire equity interest in a U.S. subsidiary, InkSure Technologies, Inc., for which we received aggregate proceeds of approximately $6,600,000. In December 2002, we discontinued the operations, disposed of all of the assets and terminated the employees of two U.S. subsidiaries, Genodus Inc. and Kromotek, Inc.

We became a publicly-traded company on NASDAQ Europe stock market (Formerly EASDAQ) on April 19, 1999. On October 23, 2003, following the closing of the NASDAQ Europe stock market, we transferred the listing of our ordinary shares to the Euronext Brussels stock market under the symbol “SUP,” which became “VUNC” after our corporate name change on May 14, 2007. We applied for delisting of our shares from the Euronext Brussels stock market, and our application was approved on May 6, 2008, effective August 4, 2008.

On July 29, 2004, we filed a Registration Statement on Form 20-F under the Exchange Act. When the Registration Statement became effective on September 29, 2004, we became a foreign private issuer reporting company under the Exchange Act.  On November 5, 2004, our ordinary shares began trading in the U.S. on the OTC Bulletin Board under the symbol “SPCBF.OB," which following our name change on May 14, 2007 became “VUNCF.OB.”  On August 23, 2007, our ordinary shares were approved for trading on The NASDAQ Capital Market under the symbol “VUNC” and the trading of our shares on the OTC Bulletin Board ceased. On October 1, 2009 our shares were delisted from The NASDAQ Capital Market and beginning on the same date, our shares were quoted under the ticker symbol “VUNCF” in the Pink Sheets.

During the fourth quarter of 2005, we established a new Delaware subsidiary (of which we initially owned 80%), Vuance-RFID Inc. (formerly, Pure RF Inc.), which began operations during the first quarter of 2006. During the first quarter of 2006, Vuance-RFID Inc. established a wholly-owned Israeli subsidiary, Vuance RFID Ltd. (formerly, Pure RF Ltd.). Vuance-RFID Inc. and Vuance RFID Ltd. focus on new technologies and solutions for active tracking of people and objects. In February 2007, we purchased the remaining 20% of the stock of Vuance - RFID Inc. from its minority stockholders for an amount of $100,000, whereupon it became our wholly-owned subsidiary. In August 2007, all the employees of Vuance RFID Ltd. were transferred to Vuance Ltd., and on December 31, 2007 we purchased all the assets and liabilities of Vuance RFID Ltd. During the year 2008, Vuance-RFID Inc. engaged in an activity to distribute complementary locks and electronic locks. This activity was terminated and it is presented in the financial reports, as discontinued operations.

During the fourth quarter of 2006, we established a new wholly-owned subsidiary, S.B.C. Aviation Ltd., (incorporated in Israel) which began operations in 2007 and is focused on executing information technology and security projects.

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In 2006 we decided to sell our E-ID Division in order to focus on opportunities in the U.S. for our CSMS and active RFID tracking businesses, and on December 31, 2006, we sold the E-ID Division to On Track Innovations Ltd., for 2,827,200 restricted ordinary shares of OTI (of which 212,040 shares are related to consultants, as part of the direct expenses of this transaction). The ordinary shares were issued to us subject to a lock-up agreement, where one-seventh of the shares (403,885 ordinary shares) are released from the lock-up restrictions every three months beginning on December 31, 2006. We executed an irrevocable proxy appointing OTI's chairman, on behalf of the board of directors of the Company (“Board of Directors”), or a person the Board of Directors will instruct, to vote the 2,827,200 ordinary shares issued to us in connection with the transaction. Under the terms of our agreement with OTI, OTI committed to file with the SEC a registration statement covering these ordinary shares and made such filing on April 24, 2007. As of December 31, 2008, we sold all the OTI shares received in the OTI Transaction.

Simultaneously, we entered into a service and supply agreement with OTI under which (i) OTI agreed to act as our subcontractor and provide services, products and materials necessary to carry out and complete certain projects that were not transferred to OTI (the “Existing Projects”), and (ii) OTI granted us an irrevocable, worldwide, non-exclusive, non-assignable and non-transferable license to use in connection with our Existing Projects, certain intellectual property rights transferred to OTI as part of the OTI Transaction, for the duration of such projects. The sale of our E-ID division and the services and supply agreement are collectively referred to herein as the “OTI Transaction.”

On July 3, 2007, we entered, through our wholly-owned subsidiary, Vuance, Inc., into an agreement (the “SHC Purchase Agreement”) to acquire all of the issued and outstanding stock capital of Security Holding Corp. (“SHC”) from Homeland Security Capital Corporation (OTCBB: HOMS.OB(“HMSC”)) and other minority shareholders (collectively, “Sellers”) for approximately $4,335,000 in our ordinary shares and direct expenses of approximately $600,000 in our ordinary shares. The closing date of this transaction was August 28, 2007 (“SHCClosingDate”). SHCwasa Delaware corporation engaged in the business of manufacturing and distributing RFID-enabled solutions, access control and security management systems. As consideration for the acquisition of the stock capital of SHC, 1,097,426 ordinary shares of the Company were issued to the Sellers.  Subject to certain terms and conditions, in the event that we seek to register any of our ordinary shares under the Securities Act of 1933 for sale to the public, for our own account or the account of others, then at HMSC’s request, we will use our reasonable best efforts to include our shares owned by HMSC in such registration. The Sellers agreed to a lock-up period during which, subject to certain exceptions, they will not sell or otherwise dispose of our shares. The restrictions on making such transactions will expire for HMSC in eight equal installments, commencing on the end of the first calendar quarter following the SHC Closing Date and each of the seven calendar quarters thereafter, and for the other Sellers, in twelve equal installments, commencing on the end of the first calendar quarter following the SHC Closing Date and each of the eleven calendar quarters thereafter. HMSC also agreed that during such restriction period, upon the occurrence of any sale by HMSC of our shares due to HSMC’s bankruptcy, insolvency or otherwise by operation of law, Vuance Inc. and the Company will have a right of first refusal to purchase all (but not less than all) of our shares held by HSMC on certain terms and conditions. HMSC further agreed that at the SHC Closing Date it will grant an irrevocable power of attorney to the Chairman of the Board of Directors of the Company to exercise all voting rights related to its Vuance shares until the sale or transfer of such Vuance shares by HMSC to an unaffiliated third party in an arm’s-length transaction. As part of the SHC Purchase Agreement, certain Sellers will assume, subject to certain exceptions, certain non-competition and employee non-solicitation undertakings for a period of two years commencing on the SHC Closing Date. We guaranteed all of the obligations of Vuance Inc. under the SHC Purchase Agreement. During the fourth quarter of 2007, SHC and its subsidiaries were merged into Vuance Inc.

In September 2007, we announced that we had entered into a definitive agreement to acquire, through our U.S. subsidiary, Vuance Inc., the credentialing division of Disaster Management Solutions Inc., ("DMS") for approximately $100,000 in cash and up to $650,000 in royalties that will be paid upon sales of the advanced first responder credentialing system (named “RAPTOR”) during the first twelve months following the acquisition (the closing was in August 2007). This acquisition complemented our incident management solutions business and added the RAPTOR to our Credentialing & Incident Management Suite.

On March 25, 2009 we and our subsidiary, Vuance, Inc., completed the acquisition of certain of the assets and certain of the liabilities of Intelli-Site, pursuant to an asset purchase agreement dated March 6, 2009 with Intelli-Site and Integrated Security Systems, Inc (“ISSI”).  On the date of closing, Vuance, Inc. agreed to pay Intelli-Site $262,000 payable in twenty-five (25) consecutive installments (the “Cash Consideration”).  Each of the first twelve (12) monthly installments shall be equal to $11,000, and thereafter, each of the remaining thirteen (13) monthly installments shall be equal to $10,000.  In addition, we issued to ISSI 200,000 of our ordinary shares (the “Consideration Shares”).  In addition to the payment of the Cash Consideration and the issuance of the Consideration Shares, Vuance, Inc. agreed to pay Intelli-Site and ISSI, as applicable, in royalty payments, an amount of up to $600,000 in the aggregate, based upon certain conditions, which shall be paid on a quarterly basis, within thirty (30) days of the close of each quarter, and will be made 50% in cash to Intelli-Site and 50% in our ordinary shares (the “Royalty Shares”) to ISSI.  The number of Royalty Shares to be issued to ISSI shall be calculated on the basis of the weighted average closing price of our ordinary shares for the fifteen (15) trading days preceding the quarterly payment, subject to a minimum of $1.25.

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ISSI, or its permitted transferee, agreed to lock-up the Consideration Shares and Royalty Shares, as applicable, pursuant to which ISSI or its transferee will not offer, sell, transfer or otherwise dispose of the Consideration Shares or the Royalty Shares, except the restrictions on the transfer of the Consideration Shares and the Royalty Shares will expire in eight equal installments, commencing with the end of the first calendar quarter following the date of closing and each of the seven following calendar quarters thereafter.  If any Consideration Shares or Royalty Shares are issued after the last day of the eighth calendar quarter following the date of closing, such shares shall not be subject to any transfer restrictions. The assets and liabilities purchased in the foregoing transaction were sold in January 2010 (see below).

On January 28, 2010 (the “Closing Date”), Vuance, Inc., our wholly-owned subsidiary, completed the sale of certain of its assets (including certain accounts receivable and inventory) and certain of its liabilities (including certain accounts payable) (the “Sale”) related to our electronic access control market (the “Vuance EAC Business”), pursuant to a certain Agreement for Purchase and Sale of Business Assets, dated as of January 9, 2010 between Vuance, Inc. and OLTIS Security Systems International, LLC (“OSSI”). On the Closing Date, as consideration for the Sale of the Vuance EAC Business, OSSI paid Vuance, Inc. $161,518 in cash.  In addition, OSSI paid off a certain Business Financing Agreement (the “Loan”) between Vuance, Inc. and Bridge Bank, National Association (the “Bridge Bank Payment”).  Further to the Bridge Bank Payment, the Loan was released, and we and Vuance, Inc. no longer have any liabilities associated with the Loan.

On January 29, 2010 (the “Closing Date”), we and our subsidiary, Vuance, Inc., completed the sale of certain of the assets and certain of the liabilities of Vuance, Inc. (the “Sale”) related to our Government Services Division (the “Vuance CSMS Business”), pursuant to a certain asset purchase agreement dated as of January 29, 2010 between us, Vuance, Inc., WidePoint Corporation (“WidePoint”) and Advance Response Concepts Corporation. On the Closing Date, as consideration for the Sale, WidePoint paid Vuance, Inc. $250,000.  In addition, WidePoint agreed to pay Vuance, Inc. a maximum earnout of $1,500,000 over the course of calendar years 2010, 2011, and 2012, subject to the performance of certain financial requirements of the Vuance CSMS Business during each of those years.

On January 21, 2010, we incorporated a new wholly-owned subsidiary in the state of Delaware, PureRFid, Inc., to focus on marketing and sales for our active RFID solutions.

Recent Developments

On March 22, 2010, we entered into a Subscription Agreement with a private investor, Mr. Yitzchak Babayov (the “Investor”), pursuant to which at a March 23, 2010 closing we issued 1,538,461 ordinary shares of the Company at a par value of  NIS 0.0588235 (the “Transaction Shares”) in consideration of a one-time cash payment in the amount of $200,000.  Following the issuance of the Transaction Shares, we have 7,262,882 ordinary shares issued and outstanding.

Simultaneously with execution of the Subscription Agreement, we entered into a Warrant Agreement with the Investor, pursuant to which the Investor received a warrant (the “Warrant”) to purchase up to 553,846 of our ordinary shares for an exercise price of $0.15 per share. The Warrant has a term of five (5) years and contains standard adjustments for stock dividends, stock splits, reclassification and similar events. We intend to ask our shareholders to approve and ratify at our next annual general meeting that the purpose of the private placement of the Transaction Shares and Warrant was to provide the Investor with more than twenty five percent (25%) of our issued and outstanding shares in accordance with Israeli law, which exempts such an acquisition from Israeli tender offer requirements.

The Transaction Shares and the ordinary shares issuable upon the exercise of the Warrant have not been registered under the Securities Act and may not be offered or sold except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act.

On March 21, 2010, we issued a press release announcing a significant restructuring of our business operations.  The press release also announced the departure of Eyal Tuchman as our Chief Executive Officer and the appointment of Ron Peer, our former President, as our new Chief Executive Officer. 

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On January 29, 2010 (the “Closing Date”), we and our subsidiary, Vuance, Inc., completed the sale of certain of the assets and certain of the liabilities of Vuance, Inc. (the “Sale”) related to our Government Services Division (the “Vuance CSMS Business”), pursuant to a certain asset purchase agreement dated as of January 29, 2010 between us, Vuance, Inc., WidePoint Corporation (“WidePoint”) and Advance Response Concepts Corporation. On the Closing Date, as consideration for the Sale, WidePoint paid Vuance, Inc. $250,000.  In addition, WidePoint agreed to pay Vuance, Inc. a maximum earnout of $1,500,000 over the course of calendar years 2010, 2011, and 2012, subject to the performance of certain financial requirements of the Vuance CSMS Business during each of those years.

On January 28, 2010 (the “Closing Date”), Vuance, Inc., our wholly-owned subsidiary, completed the sale of certain of its assets (including certain accounts receivable and inventory) and certain of its liabilities (including certain accounts payable) (the “Sale”) related to our electronic access control market (the “Vuance EAC Business”), pursuant to a certain Agreement for Purchase and Sale of Business Assets, dated as of January 9, 2010 between Vuance, Inc. and OLTIS Security Systems International, LLC (“OSSI”). On the Closing Date, as consideration for the Sale of the Vuance EAC Business, OSSI paid Vuance, Inc. $161,518 in cash.  In addition, OSSI paid off (the “Bridge Bank Payment”) a certain Business Financing Agreement (the “Loan”) between Vuance, Inc. and Bridge Bank, National Association.  Further to the Bridge Bank Payment, the Loan was released, and we and Vuance, Inc. no longer have any liabilities associated with the Loan.

On December 11, 2008, we received a letter from NASDAQ advising us that we did not comply with the Listing Requirements. As a result, the NASDAQ Staff began reviewing our eligibility for continued listing on NASDAQ. To facilitate their review, the NASDAQ Staff requested that we provide our specific Plan.  After we submitted the Plan, on March 30, 2009, we received further correspondence from NASDAQ that we did not comply with the Listing Requirements, and therefore, trading of our ordinary shares would be suspended at the opening of business on April 8, 2009, and a form 25-NSE would be filed with the SEC removing our securities from listing and registration on NASDAQ, unless we requested an appeal of the delisting decision by NASDAQ. 

We appealed the NASDAQ determination to a NASDAQ Listings Qualifications Panel (the “Panel”), which automatically stayed the delisting of our ordinary shares until the Panel reached a decision.  On June 17, 2009, the Panel granted our request for an extension of time to achieve full compliance with the Listing Requirements.

On September 29, 2009 we received a NASDAQ Staff Determination letter indicating that we failed to comply with the minimum stockholders’ equity requirement of $2.5 million as set forth in Listing Rule 5550(b) (formerly Marketplace Rule 4310(c)(3)). As a result, our securities were delisted from the NASDAQ Stock Market and trading in our shares was suspended effective at the open of business on October 1, 2009.

We had been advised by Pink OTC Markets Inc., which operates an electronic quotation service for securities traded over-the-counter, that our securities were immediately eligible for quotation in the Pink Sheets effective as of the open of business on October 1, 2009. Our ordinary shares are currently quoted under the ticker symbol “VUNCF”.

Our securities may, in the future, also be quoted on the Over-the-Counter Bulletin Board (the "OTCBB"), an electronic quotation service maintained by the Financial Industry Regulatory Authority ("FINRA"), provided that a market maker in our securities files an application to register and quote the securities in accordance with SEC Rule 15c2-11, and such application (a “Form 211”) is cleared by FINRA.  Only a market maker, not us, may file a Form 211.  There can be no assurance that a market maker will file a Form 211 or that the securities would become eligible to be quoted on the OTCBB on a timely basis or at all.

On March 25, 2009, we and our subsidiary, Vuance, Inc., completed the acquisition of certain of the assets and certain of the liabilities of Intelli-Site, pursuant to an asset purchase agreement dated March 6, 2009 with Intelli-Site and Integrated Security Systems, Inc (“ISSI”).  On the date of closing, Vuance, Inc. agreed to pay Intelli-Site $262,000 payable in twenty-five (25) consecutive installments (the “Cash Consideration”).  Each of the first twelve (12) monthly installments shall be equal to $11,000, and thereafter, each of the remaining thirteen (13) monthly installments shall be equal to $10,000.  In addition, we issued to ISSI 200,000 of our ordinary shares (the “Consideration Shares”).  In addition to the payment of the Cash Consideration and the issuance of the Consideration Shares, Vuance, Inc. agreed to pay Intelli-Site and ISSI, as applicable, in royalty payments, an amount of up to $600,000 in the aggregate, based upon certain conditions, which shall be paid on a quarterly basis, within thirty (30) days of the close of each quarter, and will be made 50% in cash to Intelli-Site and 50% in our ordinary shares (the “Royalty Shares”) to ISSI.  The number of Royalty Shares to be issued to ISSI shall be calculated on the basis of the weighted average closing price of our ordinary shares for the fifteen (15) trading days preceding the quarterly payment, subject to a minimum of $1.25.

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ISSI, or its permitted transferee, agreed to lock-up the Consideration Shares and Royalty Shares, as applicable, pursuant to which ISSI or its transferee will not offer, sell, transfer or otherwise dispose of the Consideration Shares or the Royalty Shares, except the restrictions on the transfer of the Consideration Shares and the Royalty Shares will expire in eight equal installments, commencing with the end of the first calendar quarter following the date of closing and each of the seven following calendar quarters thereafter.  If any Consideration Shares or Royalty Shares are issued after the last day of the eighth calendar quarter following the date of closing, such shares shall not be subject to any transfer restrictions.

Certain of the assets and liabilities acquired in the asset purchase agreement with Intelli-Site and ISSI were sold in January 2010, in connection with the sale of certain of the assets and certain of the liabilities of Vuance, Inc.

In December 2008, we announced that we were awarded a stake in a government-funded project to develop a crime scene security and evidentiary tracking system. This project was sold in connection with the sale of certain of the assets and certain of the liabilities of Vuance, Inc. related to our Government Services Division, pursuant to that certain asset purchase agreement, dated January 29, 2010, between us, Vuance, Inc., WidePoint Corporation and Advance Response Concepts Corporation.

In August 2008, we announced that we entered into a 10-year services agreement with a European International Airport to provide support for the integrated perimeter security system and border control system which includes annual fees of approximately $620,000.

On June 5, 2008, the Board of the Brussels Stock Exchange (Euronext Brussels) approved our application to delist our shares from the Euronext Stock Exchange. The delisting took effect as of August 4, 2008. The liquidity of our shares was limited on the Euronext Exchange, representing a small fraction of the total trading volume of our shares globally. In addition, the delisting of our shares from the Euronext Stock Exchange will result in reduced expenses.

In June 2008, we reached an agreement with Brevan Howard Master Fund Limited (“BH”), the holder of a $2,500,000 convertible bond issued by us, under which, among other things, BH waived our compliance with certain covenants under its convertible bond, in exchange for:

1. Increasing the interest rate to 10% starting March 31, 2008. Any withholding and other taxes payable with respect to the interest will be grossed up and paid by us (approximately 3% of the principal of the bond).

2. Reducing the exercise price of the bond and the warrants to $3 and $2.8, respectively.

3. Our undertaking to place a fixed charge on all incomes and/or rights in connection with a certain European Airport Project. This charge shall be senior to any indebtedness and/or other pledge and encumbrance, but shall, however, be subject to certain rights of the Company to use part of the income.

4. Our granting of certain anti-dilution rights with respect to the warrants held by the single investor.

In addition, under certain circumstances, BH may have the right to demand an early payment in part or in full of the principal amount of the convertible bond (up to the $2,500,000 as mentioned above).

On August 12, 2009, we  entered into an Amendment Agreement and Bond with BH pursuant to which, in exchange for security in certain of our assets, we and BH agreed to waive compliance and amend certain provisions of the convertible bond to, among other things, (i) increase the applicable rate of interest, (ii) release us from certain payments upon the completion of certain payments of principal and interest due under the convertible bond, and (iii) make monthly payments against the total amount due under the convertible bond over an eight (8) year period.

On November 9, 2009, we entered into an Amendment Agreement with Special Situation Funds ("SSF"), the holder of the convertible bond in the amount of $623,565,pursuant to which, in exchange for security in certain of our assets, we and the SSF agreed to waive compliance and amend certain provisions of the convertible bond to, among other things, (i) increase the applicable rate of interest, (ii) release us from certain payments upon the completion of certain payments of principal and interest due under the convertible bond, (iii) make monthly payments against the total amount due under the convertible bond over an eight (8) year period and (iv) reducing the exercise price of the bond and the warrants to $3 and $2.8, respectively.

As of December 31, 2009 and the filing date of this Form 20-F, we are in compliance with the terms and conditions of our convertible bond agreements, as amended. See Item 5.B, “Liquidity and Capital Resources,” regarding the amendments to our agreements with the holders of the convertible bonds.

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In June 2008, we announced that we had been awarded a $1.4 million contract from the Racine (WI) Unified School District, to install our MASC (Managed Automated Security Controls) security solution into 31 school buildings, and two administrative buildings, in the district. The project was sold in January 2010 along with certain assets and liabilities related to our electronic access control market.

Principal capital expenditures and divestitures

From January 1, 2009 to December 31, 2009, our capital expenditures totaled approximately $100,000 (compared to $73,000 during 2008 and $116,000 during 2007), of which approximately $7,000 (compared to $39,000 during 2008 and $62,000 during 2007) can be attributed to our facilities in Israel, and approximately $93,000 (compared to $34,000 during 2008 and $54,000 during 2007) can be attributed to various facilities of our subsidiaries outside of Israel. During the first financial quarter of 2010, our capital expenditures totaled approximately $1,000.

Corporate information

Our headquarters is located in Israel at Sagid House “Ha’Sharon Industrial Park,” Qadima 60920, Israel and our telephone number is +972-9-889-0800. Our U.S. offices are located at Oak Creek, Wisconsin. Our Internet website address is http://www.vuance.com. The information contained on our corporate websites is not a part of this prospectus.

Our agent for SEC matters in the U.S. is our subsidiary, PureRFid Inc., whose address is 9817 S. 13th Street, Oak Creek WI 53154, telephone number (414)301-9435.

B. Business Overview

From 1988 through 2006, our principal business was the design, development and marketing of advanced smart card and identification technologies and products for governmental and commercial customers in Europe, Asia and Africa.  As described in Item 4.A (“History and Development of the Corporation”) above, we decided to sell our E-ID Division in 2006 to focus on opportunities for our RFID and Credentialing businesses.

On July 3, 2007, we entered, through our wholly-owned subsidiary, Vuance, Inc., into an agreement to acquire all of the issued and outstanding capital stock of Security Holdings Corp. (“SHC”), a Delaware corporation engaged in the business of manufacturing and distributing RFID-enabled solutions, access control and security management systems.  Following the acquisition of SHC, in March 2009, we completed the acquisition of certain of the assets and certain of the liabilities of Intelli-Site, Inc. to further position ourselves in the offering of competitive RFID security solutions to existing and prospective customers.

Prior to January 2010, we offered three principal product suites to our customers: an Active RFID solution under the AAID brand (currently the PureRFid Suite), Electronic Access Control Suite and Credentialing & Incident Management Suite. On January 28, 2010, our wholly-owned subsidiary, Vuance, Inc., completed the sale of certain of its assets and certain of its liabilities related to our electronic access control market, and on January 29, 2010, we and Vuance, Inc. completed the sale of certain of the assets and certain of the liabilities of Vuance, Inc. related to our Government Services Division including our Critical Situation Management System and Credentialing suites (see a description of this transaction under the caption “History of the Company” in Item 4.A).  Following the divestitures indicated above, in March 2010, we issued a press release announcing a significant restructuring of our business operations, pursuant to which we are focusing our sales and marketing efforts on our core competencies, active RFID technology, our PureRFid Suite and existing e-ID projects.

Our Products

We currently offer the following principal product suite to our customers:

Active RFID

Active RFID is long, active radio frequency identification equipment that utilizes active radio frequency communications to track assets, people and objects for potential governmental agency and commercial customers. Our solutions are programmable, small, sensitive and relatively cost effective, providing significant competitive advantages.

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Prior to January 2010, we offered an active RFID solution under the AAID brand, which we acquired in the acquisition of SHC.  The AAID brand was established and well known in the market for tracking vehicles.  Since January 2010, we have been engaged in leveraging the marketing position of the AAID brand to introduce our latest product suite, PureRFid.  The PureRFid Suite is superior to the AAID Suite, providing a secure, precise and cost-effective means to positively identify, locate, track, monitor, count and protect people and objects, including inventory and vehicles.

Prior to January 2010, we offered the following two principal products suites to our customers, in addition to our active RFID solutions:

Passive RFID

Electronic Access Control (“EAC”) Suite

Our EAC Suite was sold in connection with the sale of certain of the assets and certain of the liabilities of Vuance, Inc. related to our electronic access control market. (See Item 4.A “History and Development of the Corporation”).  Prior to January 2010, our EAC Suite offered solutions to provide credentials (secure badges), readers, door hardware, sensing devices, alarms, controllers and host hardware and software to help maintain security at enterprises, schools, office buildings, warehouses and government facilities.  Prior to January 2010, we provided such solutions through several branded offerings:

ћ COMPASS COMPASS is used by schools and universities (Columbine, Virginia Tech and Rutgers, among others) and by governmental agencies and commercial enterprises (such as Prince Williams County).

ћ MASC Managed Automated Security Controls is an integrated solution designed for larger commercial enterprises. MASC helps organizations (such as airports, banks, hospitals, and correctional facilities) to control access, communications, and other security solutions from an integrated platform.

ћ Insignia and Clarity Insignia and Clarity together constitute a software hardware solution sold by distributors to smaller businesses.

ћ Intelli-Site Software Package Intelli-Site is a software package, used for integrated security control and as a management software solution. This package is scalable from stand-alone applications that can manage a variety of different applications from within a single, unified, GUI platform that is used mainly for enterprise-level deployments. It also provides flexibility for future system change or expansion and can support both new and existing subsystems.

Credentialing & Incident Management Suite

Our Credentialing & Incident Management Suite was sold in connection with the sale of certain of the assets and certain of the liabilities of Vuance, Inc. related to our Government Services Division. (See Item 4.A “History and Development of the Corporation”).  Prior to January 2010, we provided our Credentialing & Incident Management Suite through the following branded offerings:

ћ Credentialing ("RAPTOR") Cutting-edge storage and secure retrieval system for credentialing, authenticating, verifying, validating, and managing personnel, advanced tracking and logistics, designed especially for state and local governments, critical infrastructure, and first responders.

ћ Critical Situation Management System ("CSMS") Management system, for first responders currently in use in the U.S., CSMS offers a customizable solution for credentialing, incident management, accountability and virtual access control. We have an extensive product line, with smart cards, both standalone and handheld readers, and interoperable communications equipment. Credentialing and Incident Management systems utilize both passive and active RFID technology, creating a unique and comprehensive solution unmatched in the industry. CSMS applications target the following industries: Law Enforcement, Fire Rescue, Homeland and Site Security and Emergency Management.

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Our Strategy

In 2006, we decided to sell our E-ID division in order to focus on opportunities mainly in the U.S. for our active RFID enabled solutions and CSMS businesses.  The sale was completed on December 31, 2006 (See a description of this transaction in Item 4.A above).  In August 2007, we completed the acquisition of SHC, a Delaware corporation engaged in the business of manufacturing and distributing RFID-enabled solutions, access control and security management systems.  In January 2010, we completed the sale of our Electronic Access Control Suite and our Credentialing & Incident Management Suite to focus our sales and marketing efforts on our core competencies, active RFID technology and our PureRFid Suite.

Our two-pronged sales strategy is to:

ћ Develop strong strategic relationships with our business partners, including our systems integrators and distributors who introduce our solutions into their respective markets.

ћ Employ dedicated sales teams to work closely with such business partners. Since January 2010, our sales teams focus on active RFID sales through leading system integrators. Our sales teams customize and adapt solutions that can then be installed and supported by these business partners. Prior to January 2010, our sales teams were also responsible for: (i) EAC systems sold through regional system integrators (e.g., COMPASS, MASC and other defined products) and the provision of needed product support; and (ii) CSMS and RAPTOR sales to government agencies and commercial enterprises, and responding to bids through system integrators involving requests for proposal (RFPs) from clients requiring commercial off-the-shelf solutions.

We have a multi-pronged approach to growth:

ћ Grow organically:

1. Increase existing products’ value (e.g., offer products which are smaller, better and cost effective);

2. Identify new applications for existing products and solutions;

3. Develop new products/solutions that meet clients’ needs; and

4. Build a superior sales force. We are dedicating sales teams, coordinated through our U.S. corporate office to sell more products/solutions through our growing number of business partners. Cross-selling products and solutions will increase sales to existing customers and create new opportunities.

ћ Make synergistic acquisitions. Continue to “leapfrog” growth through strategic acquisitions of companies with complementary products and/or relations with business partners.

Due to our strategies, we are emerging as a leading RFID enabled security solution provider in fast growing markets, such as public safety, educational & health care facilities. This is accomplished because of our unique combination of in-house security products, superior technology and team expertise coupled with non-organic synergies.

Enhancing Our Presence

In February 2006, we established an advisory board (the “Advisory Board”) to assist us in broadening our presence in the government, military, and law enforcement sectors and to identify the core technology needs of the homeland security and related markets, as well as new applications for our technologies.  The Advisory Board has assisted us in such matters from its creation until March 2010, at which time we resolved to disband the Advisory Board.

We currently concentrate our marketing efforts for our RFID technology on U.S. distributors, state and local government agencies.

In order to expand our U.S. presence, we may pursue acquisitions of one or more companies that have an existing customer base and revenues in the U.S. or that can otherwise offer us business synergies.

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Identifying New Applications for Our Technologies

Our management and its external advisors are working to identify new applications for our technologies in the homeland security, defense, healthcare, educational and other markets. At a time when both government and the private sector are faced with unprecedented challenges to protect public safety and personal privacy, we expect to extend our forward-looking technologies to the U.S. market.

Leveraging Knowledge and Experience

We believe that our exposure to the governmental market and experience in customizing solutions in our former E-ID Division will contribute to our ability to develop and market products in our RFID. We intend to leverage such knowledge and experience in order to respond to the needs of existing and potential customers in the homeland security, healthcare, educational and other markets.

Seeking Partnerships With Other Relevant Companies

To bolster our sales and marketing efforts, we may seek to partner with distributors that can offer us new relationships within the homeland security sector and with government agencies as well as with the commercial sector and help us increase our geographic breadth and penetrate other selected vertical markets. In addition, we may seek to partner with system integrators experienced in handling large-scale governmental projects under government contracts, since we believe such partners, by virtue of their recognition by government agencies, may have an advantage in securing government contracts. Finally, we may seek to enter into strategic partnerships with companies that offer technologies that complement ours.

Current Businesses

Active RFID Business

In February 2006, we introduced our active RFID technology, which utilizes active radio frequency communications to track people and objects. We developed this new technology to meet the growing market demand for asset and person tracking solutions. The new technology expands our wide range of products aimed at the private, the homeland security and the governmental market through a wireless asset tracking system.

In order to focus on the growing market for this technology we acquired SHC, which owned the AAID long range Active RFID security solution.

The readers and tags have been sold by AAID since 1999. Currently, the majority of the sales are vehicle-related including gated communities, employee parking lots, and fleet management.  We believe in the future of this technology in personnel and asset tracking and we are leveraging AAID's marketing position by introducing our Pure-RF technologies successfully during the last quarter of 2009. Our Pure-RF movement detection solution can monitor and track a number of items simultaneously, providing an active set of different signals and alerts. The software and hardware solution employs small, low-powered RFID tags attached to an object or a person. License-free radio bands are used to track the RFID tag from a base transmitter that is programmable for periodic or event-driven transmissions.

Prior to January 2010, we offered an active RFID solution under the AAID brand, which we acquired in the acquisition of SHC.  The AAID brand was established and well known in the market for tracking vehicles.  Since January 2010, we have been engaged in leveraging the marketing position of the AAID brand to introduce our latest product suite, PureRFid.  The PureRFid Suite is superior to the AAID Suite, providing a secure, precise and cost-effective means to positively identify, locate, track, monitor, count and protect people and objects, including inventory and vehicles.

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Product

We expect our PureRFid Suite, a complete location position (LP) system solution based on active RFID tag technology, to offer commercial customers and governmental agencies enhanced asset management capabilities. The system can be deployed in physical security applications. The basic components of our PureRFid Suite include:

ћ an active tag, which contains a microchip equipped transmitter, an antenna, a capacitor and battery attached to the item to be identified, located or tracked;

ћ a web-based management system, which captures and processes the signal from the active tag, and may be configured to provide an alert upon the occurrence of a trigger event;

ћ one or more wireless receivers; and

ћ the tag's initializer, which is used to configure the PureRFid tags.

The PureRFid Suite provides a secure, precise and cost-effective means to positively identify, locate, track, monitor, count and protect people and objects, including inventory and vehicles. The ability to reliably identify and track the movement of people and objects in real time will enable PureRFid Suite customers to detect unauthorized movement of vehicles, trace packages and containers, control personnel and vehicle access to premises, and protect personnel in hazardous working environments and disaster management situations.

Customers

Our customers are also our business partners, i.e., system integrators and distributors who introduce our solutions into their prospective markets. These include: Carolina Time Equipment Co., Inc., InteliSea, Precision Time Systems, PSA Security Network, RSH Protection, SFI Electronics, Inc., Smith & Wesson Security and Zimy Electronics Inc.

Market Opportunity

Radio frequency identification, or RFID, is a widely adopted technology in the auto-identification market, which addresses electronic identification and location of objects. Typically, an RFID tag or transponder is attached to or incorporated into a product or person. A handheld or stationary device that receives the radio frequency waves from these tags is used to determine their locations. Prior to the adoption of RFID, users identified and tracked assets manually as well as through the use of bar code technology. These solutions were limited because of the need for ongoing human intervention and the lack of instantaneous location capabilities. RFID technology possesses greater range, accuracy, speed and lower line−of−sight requirements than bar code technology.

Our PureRFid Suite can track items simultaneously, providing an alert when a tagged item is removed from a pre-determined area, passes through a marked checkpoint or otherwise moves. We believe that potential customers for our PureRFid Suite include the following:

Civil and Military Governments. Our PureRFid Suite can provide secure access control into restricted areas and map and track visitors throughout a facility. Many high security facilities, including governmental and industrial facilities, need access monitoring. For example, nuclear power plants, national research laboratories and correctional facilities need to accurately and securely monitor inbound and outbound activity. Line of sight identifiers, such as identification cards, suffer from problems that our RFID technology readily overcomes, including reliance on human visual identification, forgery and tampering. Our PureRFid Suite also enables identification and location of individuals in restricted areas in real time.

Airport and Port Security Infrastructure Providers. Our PureRFid Suite can offer solutions for the transportation sector by enabling common carriers to monitor, track, locate and manage multiple baggage items simultaneously, thereby reducing risk of lost baggage, increasing customer service and improving security.

Businesses and Industrial Companies. Our PureRFid Suite can be used by businesses, shippers and warehouse operators to manage and track cartons, pallets, containers and individual items in order to facilitate movement, order picking, inventory verification and reduce delivery time. In addition, industrial companies can manage and track their mobile equipment and tools. We believe that our PureRFid Suite can increase efficiency at every stage of asset, inventory and supply chain management by enabling long-range identification and location of products and removing the need for their human visual identification. Our products also work in conjunction with existing bar coding and warehouse systems to reduce the risk of loss, theft and slow speed of transfer.

Hospitals and Care Homes. The healthcare sector has successfully utilized RFID technologies for the purposes of infant protection in maternity wards and wander prevention in care homes similar to our asset and personnel location and identification system targeted at the secure facility and hazardous business sectors. Our PureRFid Suite can provide solutions for the healthcare sector for asset, staff, patient and medical record location and identification. We believe that as hospitals continue to upgrade their security measures, RFID technology will be utilized in real time location systems that are designed to immediately locate persons, equipment and objects within the hospital.

Livestock Owners. Our PureRFid Suite can be used as a livestock identification, tracking and safeguarding system.

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Credentialing  - CSMS and RAPTOR Suite Business

Prior to January 2010, we offered the Credentialing & Incident Management Suite.  Our Credentialing & Incident Management Suite was sold in connection with the sale of certain of the assets and certain of the liabilities of Vuance, Inc. related to our Government Services Division. (See Item 4.A “History and Development of the Corporation”).

Our CSMS and RAPTOR suite represented a completely integrated solution for multiple applications. The applications included enabling state and local public safety agencies, such as police, fire and emergency medical services departments, and other governmental agencies to comply with U.S. Department of Homeland Security requirements regarding national incident management systems, security, protection of infrastructure and incident command systems.

Product

               These suites offered a range of access control, RFID, and credentialing product lines which were integrated into an end-to-end comprehensive solution.

Credentialing: CSMS and RAPTOR. These products are designed to meet the need for comprehensive and mutually compatible credentials that governments and first responders have noted as important in both the fight against terrorism and the need to respond to any catastrophe.  This market suffered from low expenditure levels due to a lack of clearly defined product requirements.  Now that these requirements are not only defined, but also codified into law, the purchasing decisions are returning to standard procedures.  CSMS was designed primarily for temporary credentials created at the scene of an incident. RAPTOR was targeted more specifically to use credentials that meet the full range of government specifications with user verification as well as identification.

Customers

Our first customer for our CSMS products was the City of Columbus, Ohio, which deployed the SmartDSMS system in April 2005 and subsequently expanded its capabilities. In November 2006, we entered into a contract to provide a CSMS system to the City of Los Angeles, CA for the Department of General Services—Office of Public Safety, the Office of Personnel and the Police Department (Mobile Command Post Unit). In January 2007, we entered into two additional contracts for the deployment of CSMS systems with county governments in Pennsylvania. In October 2008, we entered into a MOU with Delaware State University to cooperate in order to develop, test and deploy a Mobile Crime Scene system.  In December 2008, we announced that we have been awarded a stake in a government-funded project to develop a crime scene security and evidentiary tracking system. In December 2008, we also received an order for expansionof our RAPTOR solution with Chester County, Pennsylvania. 

In January 2010, we sold our Credentialing & Incident Management Suite in connection with the sale of certain of the assets and certain of the liabilities of Vuance, Inc. related to our Government Services Division. (See Item 4.A “History and Development of the Corporation”).

Market Opportunity

In 2002, following the terrorist attacks on September 11, 2001, and in accordance with The National Strategy for Homeland Security and the Homeland Security Act of 2002, the U.S. Department of Homeland Security, (“DHS”) was formed. The main objective of the DHS is to provide the unifying core for the vast nationwide network of organizations and institutions involved in efforts to provide national security. DHS initiatives have emphasized “interoperability”—the implementation of new systems that facilitate interaction between government agencies, including first responders such as police, fire and emergency medical services departments, in anticipation of and response to incidents that threaten public safety. Presidential directives concerning homeland security call for the development of:

ћ a National Incident Management System that will provide a consistent framework for incident management at all jurisdictional levels regardless of the cause, size or complexity of the incident and provide first responders with a common foundation for incident management of terrorist attacks, natural disasters and other emergencies; and

ћ a National Response Plan that will provide the structure and mechanisms to coordinate and integrate incident management activities and emergency support functions across federal, state, local and tribal government entities, the private sector and non-governmental agencies.

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The activities and projects necessary to achieve these goals are accomplished by furnishing federal funding to state and local government agencies. Prior to January 2010, we used our position to take advantage of the market opportunity presented by DHS funded security projects of state and local government agencies throughout the U.S.  Following the sale of our Credentialing & Incident Management Suite through the sale of certain of the assets and certain of the liabilities of Vuance, Inc. related to our Government Services Division, we are no longer positioned to take advantage of such market opportunities.

Passive RFID

Electronic Access Control (“EAC”) Suite

Product

Prior to January 2010, we offered the Electronic Access Control (“EAC”) Suite.  Our EAC Suite was sold in connection with the sale of certain of the assets and certain of the liabilities of Vuance, Inc. related to our electronic access control market. (See Item 4.A “History and Development of the Corporation”).  Prior to January 2010, our EAC Suite offered solutions to provide credentials (secure badges), readers, door hardware, sensing devices, alarms, controllers and host hardware and software to help maintain security at enterprises, schools, office buildings, warehouses and government facilities.  Prior to January 2010, we provided such solutions through several branded offerings:

ћ COMPASS COMPASS is used by schools and universities (Columbine, Virginia Tech and Rutgers, among others) and by governmental agencies and commercial enterprises (such as Prince Williams County).

ћ MASC Managed Automated Security Controls is an integrated solution designed for larger commercial enterprises. MASC helps organizations to control access, communications, and other security solutions from an integrated platform (such as banks, hospitals, and correctional facilities).

ћ Insignia and Clarity Insignia and Clarity together constitute a software hardware solution sold by distributors to smaller businesses.

Customers

Customers of our EAC Suite were distributors, regional system integrators (e.g. COMPASS; MASC) and dealers (e.g., Insignia Security Systems, Clarity Security and other providers of security solutions). Occasionally, if conditions permitted, we offered the EAC Suite directly to large organizations such as local municipalities and large organizations, which required the direct intervention of our subject matter experts.

Market Opportunity

Our EAC Suite targeted a wide range of customers from challenging environments, spanning the commercial sectors, small businesses and the private sector. This was achieved by presenting three product lines:

ћ MASC EAC for correctional facilities, airports, cities, and challenging environments.

ћ COMPASS EAC for education and commercial sector.

ћ Clarity/Insignia EAC for small businesses and the commercial and private sectors.

ћ Intelli-Site software Intelli-Site software package for managed integrated security solutions

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Sectors targeted included:

Health Care

From clinics in shopping malls to sprawling medical campuses, the challenges facing the health care industry are immense. From coordinating access to secure areas such as operating rooms and nurseries to preventing theft of valuable equipment and monitoring corridors, stairways and departments, health care management requires reliable solutions to meet the needs in a complex and rapidly changing environment.

Education

Today’s school campuses rival their counterparts in business and health care in terms of sophistication and security requirements. From providing automated access control for sporting events and concerts, and credentialing and verifying faculty, staff (and students), to tracking equipment from building to building or throughout districts and identifying vehicles, to securing buildings and facilities in the event of disaster; educators are no longer “just teachers” and administrators must enforce a number of requirements to keep students and assets safe.

Transportation

Identifying drivers, and controlling access to parking garages, parking lots or special parking zones are only part of the challenges facing the transportation industry. From connecting drivers to specific vehicles or connecting pilots with specific aircrafts to monitoring fleet vehicles, or reducing theft and vandalism in parking garages, transportation management involves more than just getting from place to place.

Correctional Facilities, Airports, Municipalities Facilities

From correctional facilities to airports and municipalities facilities, the challenges facing environments that require high security are enormous and ever-changing. Coordinating access to secure areas and monitoring these challenging environments efficiently despite multiple events requires reliable intuitive solutions to meet the needs in complex and high security sites.

Former E-ID Division

From 1988 to 2006, our principal business was the design, development and marketing of advanced smart card and identification technologies and products for governmental and commercial customers in Europe, Asia and Africa. Our applications and solutions included e-passports, visas and other border entry documents, national identification and military, police and commercial access identification. As detailed above, in 2006, we decided to sell our E-ID division in order to focus on opportunities in the U.S. for our CSMS and active RFID businesses.

In our E-ID Division, we developed a fully automated production line for picture identification contactless smart cards, and offered our customers raw materials, maintenance and service agreements. We provided identification solutions and contactless smart card production equipment for governmental and commercial customers. The customers and contracts of our E-ID Division in 2006, 2007 and 2008 included the following:

National Multi ID with a European Country

In 2006, we entered into an agreement with a European country which we estimate will generate approximately $50 million in revenues during the 10-year term of the project. Under the agreement we will provide the end-to-end system for a national multi-ID issuing and control system. There can be no assurance, however, that we will realize the full estimated value of this agreement.

The project, which commenced during the third quarter of 2006, involves the implementation of an end-to-end national ID issuing and control system based on our Magna system and includes the supply of digital enrollment and production equipment, software, maintenance and supply of secured raw material for the production of various national ID cards. In 2007, 2008 and 2009, we recognized revenue of $6,179,000, $5,468,000 and $6,199,000, respectively, under this Agreement.

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Perimeter Security and Border Control at European International Airport

In 2007, we entered into a definitive agreement (the “Agreement”) with a European international Airport to provide an integrated perimeter security system and a border control system for a total of $13.8 million. The establishment of the security and control system began during the third quarter of 2007. Under the current contract, once the system has been fully implemented and a transmission and acceptance report is signed by the customer, we will enter the ten-year maintenance period that could generate an additional $620,000 in annual revenues. In 2007, 2008 and 2009, we recognized revenue of $2,182,000, $9,722,000 and $1,961,000, respectively, under this Agreement.

Other Projects

During the years 2007, 2008 and 2009 we had the following projects:

ћ Passports and ID Card - Africa

ћ Passports - Hong Kong

ћ Hong Kong – China Re-Entry Cards

ћ Biometric Visa system to a European Government

ћ National ID card deal with an African Governmental Agency

ћ Automated Smart Card Production System to a European Government

ћ Biometric passport issuing and control system for a western European country

ћ E-Passport with a European Country

During the years ended 2007 and 2008 and 2009 we generated revenues from the above mentioned projects in the total amounts of $2,659,000 and $478,000 and $32, respectively.

Research and Development

Our past research and development efforts helped us to achieve the goal of offering our customers a complete line of products and solutions. We spent $1.4 million, $1.7 million and $0.9 million on research and development in 2007, 2008 and 2009, respectively. These amounts were spent on the development or improvement of our technologies and products, primarily in the areas of Active RFID and Credentialing. We will continue to research and develop new technologies for RFID. There can be no assurance that we can achieve any or all of our research and development goals.

Sales and Marketing

We sell our systems and products worldwide through distribution channels that include direct sales and traditional distributor or reseller sales. We have approximately 3 employees that are directly engaged in the sale, distribution and support of our products through centralized marketing offices in distinct world regions, including the employees of PureRFid, Inc., which markets our products in the U.S. We are also represented by several independent distributors and resellers with which we often have distribution agreements.

Our distributors and resellers sell our systems and products to business enterprises and government agencies and act as the initial customer service contact for the systems and products they sell. We establish relationships with distributors and resellers through written agreements that provide prices, discounts and other material terms and conditions under which the reseller is eligible to purchase our systems and products for resale. These agreements generally do not grant exclusivity to the distributors and resellers and, as a general matter, are not long-term contracts, do not have commitments for minimum sales and could be terminated by the distributor. We do not have agreements with all of our distributors.

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Sales Analysis

Sales By Geographic Destination:

The following table provides a breakdown of total revenue by geographic market (all amounts in thousands of dollars):

	Year ended December 31,
		2007(**)			2008(**)		2009
	Total			Total		Total
	revenues			revenues		revenues
Europe	$	9,003	(*)	$	15,193	$	8,180
Asia Pacific		1,330			310		76
Africa		823			350		-
United States		709			1,965		976
Israel		371			294		72
	$	12,236	(*)	$	18,112	$	9,304

(*) Certain comparative figures have been reclassified to conform to the current period presentation.

(**) Due to the sale of certain business activities in January 2010, as described in Item 4 above, those business activities are presented as discontinued operations in accordance with U.S. GAAP.

The following table provides a breakdown of total revenue by product category (all amounts in thousands of dollars):

	Year ended December 31,
		2007(**)			2008(**)		2009
Raw materials and equipment	$	8,237		$	15,048	$	6,884
Maintenance, royalties and project management		3,999	(*)		3,064		2,420
	$	12,236	(*)	$	18,112	$	9,304

(*) Certain comparative figures have been reclassified to conform to the current period presentation.

(**) Due to the sale of certain business activities in January 2010, as described in Item 4 above, those business activities are presented as discontinued operations in accordance with U.S. GAAP.

Customer Service

We believe that customer support plays a significant role in our sales and marketing efforts and in our ability to maintain customer satisfaction, which is critical to our efforts to build our reputation and grow in our existing markets, as well as to our efforts to penetrate and grow in new markets. In addition, we believe that our interaction with our customers and the customers’ feedback involved in our ongoing support functions provide us with information on customer needs and contribute to our product development efforts. We generally provide maintenance services under separate, tailor made agreements. We provide our service through customer training, local third-party service organizations, our subsidiaries, or our personnel, including appropriate personnel sent from any of our offices in U.S., or Israel. We generally provide our customers with a warranty for our products, varying in length from 12 to 36 months. Costs incurred annually by us for product warranties have to date been insignificant; however, there can be no assurance that these costs will not increase significantly in the future.

Manufacturing and Availability of Raw Materials

Our manufacturing operations consist primarily of materials planning and procurement, quality control of components, kit assembly and integration, final assembly, and testing of fully-configured systems. A significant portion of our manufacturing operations consists of the integration and testing of off-the-shelf components. All of our products and systems, whether or not manufactured by us, undergo several levels of testing, including configuration to customer orders and testing with current release software, prior to delivery.

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Our manufacturing consists of systems for the electronic security industries and includes a range of RFID  solutions. We outsource the manufacturing for our PCB panels to a number of different suppliers. We usually commit to a long-term relationship with such suppliers in exchange for receiving competitive pricing. All panels and enclosures are built to our engineering specifications. All panels are received in our manufacturing facilities in Israel and then tested, assembled, and retested. Other products are off-the-shelf products, which we purchase from a number of different suppliers.

All activities for Existing Projects, such as purchasing, logistics, making integration, installation and testing, are done by third parties according to our instructions and under our supervision. Moreover, we continue to be responsible to the customers of the Existing Projects.

Competition

We assess our competitive position from our experience and market intelligence, and from reviewing third party competitive research materials.

We believe that Zebra, RF Code, Axcess, Ekahau, and Aeroscout are potential competitors, in niche areas, to us with respect to our active RFID tracking products.

Our management expects competition to intensify as the markets in which our products and services compete continue to develop. Some of our competitors may be more technologically sophisticated or have substantially greater technical, financial, or marketing resources than we do, or may have more extensive pre-existing relationships with potential customers. Although we believe that our products combine technologies and features that provide customers with complete and comprehensive solutions, we cannot assure you that other companies will not offer similar products in the future or develop products and services that are superior to our products and services, achieve greater customer acceptance or have significantly improved functionality as compared to our products and services. Increased competition may result in our experiencing reduced margins, loss of sales or decreased market shares.

Due to the developing nature of the markets for ouractive RFID tracking products and the ongoing changes in this market, the above-mentioned list may not constitute a full list of all of our competitors and additional companies may be considered our competitors.

Intellectual Property

Our ability to compete is dependent on our ability to develop and maintain the proprietary aspects of our technology. We rely on a combination of trademark, copyright, trade secret and other intellectual property laws, employee and third-party nondisclosure agreements, licensing and other contractual arrangements and have also applied for patent protection to protect our proprietary technology and intellectual property. However, these legal protections afford only limited protection for our proprietary technology and intellectual property.

In addition, the laws of certain foreign countries may not protect our intellectual property rights to the same extent as do the laws of Israel or the U.S. Our means of protecting our intellectual property rights in Israel, the U.S. or any other country in which we operate may not be adequate to fully protect such rights.

Patents

Our patent portfolio consisted of two issued U.S. patents, four U.S. patent applications and one PCT. Generally, these patents, applications and PCTs related to our government solutions and access control technologies and were transferred in the sale of certain of the assets and certain of the liabilities of Vuance, Inc. in the first quarter of 2010 (see a description of this transaction under the caption “History of the Company” in Item 4.A).

We may file additional patent applications when and if appropriate.  However, there is no guarantee that patentable inventions will arise from our research and development efforts and, if we do apply for patent protection for such inventions, there is no guarantee that it will be granted.

In addition, not all countries provide legal protection of proprietary technology to the same extent. There can be no assurance that the measures taken by us to protect our proprietary technologies are or will be sufficient to prevent misappropriation of our technologies or portions thereof by unauthorized third parties or independent development by others of similar technologies or products. In addition, regardless of whether our products infringe on the proprietary rights of third parties, infringement or invalidity claims may be asserted or prosecuted against us and we could incur significant expenses in defending them. Our costs could also increase if we become obligated to pay license fees as a result of these claims.

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Licenses

We license technology and software, such as operating systems and database software, from third parties for incorporation into our systems and products and we expect to continue to enter into these types of agreements for future products. Our licenses are either perpetual or for specific terms.

As part of the OTI Transaction, we received an irrevocable, worldwide, non-exclusive, non-assignable and non-transferable license to use, in connection with the Existing Projects, the intellectual property that we transferred to OTI. Generally speaking, the license will be valid for the duration of all Existing Projects.

Government Regulation

We are subject to certain labor statutes and to certain provisions of collective bargaining agreements between the Histadrut (the General Federation of Labor in Israel) and the Coordinating Bureau of Economic Organizations, including the Industrialists’ Association, with respect to our Israeli employees. In addition, some of our Israeli employees are also subject to minimum mandatory military service requirements. (See the discussion under the caption “Employees” in Section D of Item 6.)

Generally, we are subject to the laws, regulations and standards of the countries in which we operate and/or sell our products, which vary substantially from country to country. The difficulty of complying with these laws, regulations and standards may be more or less difficult than complying with applicable U.S. or Israeli regulations, and the requirements may differ.

Employees

As of December 31, 2009 we had 37 full-time employees, compared to 52 full-time employees as of December 31, 2008.  (See the discussion under the caption “Employees” in Item 6.D.)

Our ability to succeed depends, among other things, upon our continuing ability to attract and retain highly qualified managerial, technical, accounting, sales and marketing personnel.

Seasonality

Our financial and operating results have fluctuated in the past and our financial and operating results could fluctuate in the future. The period between our initial contact with a potential customer and the sale of our products and services is often long and subject to delays associated with the budgeting, approval and competitive evaluation processes that frequently accompany significant capital expenditures, particularly by governmental agencies. The typical sales cycle for our government customers has to date ranged from three to 36 months and the typical sales cycle for our commercial customers has ranged from one to six months. A lengthy sales cycle may have an impact on the timing of our revenue, which may cause our quarterly operating results to fall below investor expectations. We believe that a customer's decision to purchase our products and services is discretionary, involves a significant commitment of resources, and is influenced by customer budgetary cycles or federal and state grants. To successfully sell our products and services, we generally must educate our potential customers regarding their use and benefits, which can require significant time and resources. This significant expenditure of time and resources may not result in actual sales of our products and services.

The lead-time for ordering parts and materials and building many of our products can be many months. As a result, we must order parts and materials and build our products based on forecasted demand. If demand for our products lags significantly behind our forecasts, we may produce more products than we can sell, which can result in cash flow problems and write-offs or write-downs of obsolete inventory.

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C.  Organizational Structure

The diagram below shows Vuance Ltd.'s holdings in its subsidiaries and affiliates as of June 30, 2010:

Vuance

Ltd.

SuperCom

Asia Pacific Ltd.

SuperCom

Slovakia A.S.

100%

66%

Vuance

Inc.

100%

Vuance

RFID

Inc.

100%

S.B.C. Aviation

Ltd.

100%

Vuance RFID

Ltd.

100%

PureRFid

Inc.

100%

Vuance, Inc. (formerly, SuperCom Inc.)

Vuance, Inc., incorporated in Delaware, is our wholly-owned subsidiary, and was responsible for our sales and marketing efforts in the U.S until January 2010.

SuperCom Asia Pacific Limited (“SuperCom Asia Pacific”)

SuperCom Asia Pacific, incorporated in Hong Kong, has been our wholly-owned subsidiary since November 2003, and has been responsible for our sales and marketing efforts in Asia Pacific. In the third quarter of 2009, we began to wind down operations of SuperCom Asia Pacific.

Vuance - RFID Inc.

Vuance - RFID Inc. (formerly, Pure RF Inc.) incorporated in Delaware in November 2005. Upon its incorporation we owned 80% of its shares. During January 2006, Vuance - RFID Inc. established a wholly owned Israeli subsidiary, Vuance RFID Ltd. (formerly, Pure RF Ltd.), which focuses on new technologies and solutions for the tracking of people and assets. During February 2007, we purchased the remaining 20% of Vuance - RFID Inc. for $100,000, whereupon Vuance - RFID Inc. became our wholly-owned subsidiary. In August 2007, all the employees of Vuance RFID Ltd. were transferred to us, and on December 31, 2007 we purchased all of the assets and liabilities of Vuance RFID Ltd. Commencing year 2008, Vuance RFID Inc. engaged in an activity to distribute complementary locks and electronic locks. This activity was terminated in the fourth quarter of 2008 and it is presented in the financial reports as discontinued operations.

S.B.C Aviation Ltd.

S.B.C Aviation Ltd., incorporated in Israel in the fourth quarter of 2006, is our wholly-owned subsidiary, which commenced operations in 2007, and focuses on executing information technology and security projects.

SuperCom Slovakia A.S. (“SuperCom Slovakia”)

SuperCom Slovakia, incorporated in Slovakia, was established to implement a national documentation project in the Republic of Slovakia. SuperCom Slovakia is 66% owned by us and 34% owned by EIB Group a.s., a privately held Czech company. Despite our ownership of almost two-thirds of the economic interests of SuperCom Slovakia, our voting power in SuperCom Slovakia is 50%.

PureRFid, Inc.

PureRFid, Inc., incorporated in Delaware, is our wholly-owned subsidiary, and as of January 2010 is responsible for our sales and marketing efforts in the U.S.

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D. Property, Plants and Equipment

We do not own any real estate.

We lease approximately 2,224 square meters of facilities in Qadima, Israel under a five-year lease contract, currently expiring on October 31, 2010. We have an option to renew the lease for an additional period of five years. According to the agreement, the monthly fee is approximately $16,000. As a result of the OTI Transaction, we leased to OTI certain portions of our leased facilities for a monthly fee of $11,000, for a period of one year, commencing on December 31, 2006. During the first quarter of 2008, OTI moved out and we currently sublease this space to a few different companies.

Vuance, Inc. leases a facility in Peachtree City, GA of approximately 465 square meters for a monthly fee of $2,400. The lease commenced on March 1, 2008 and expires on February 28, 2013.

Vuance, Inc. also leases a facility in Rockville, Maryland of approximately 219 square meters for a monthly fee of $4,800, which is subleased for a monthly fee of $4,100. The lease commenced on December 1, 2007 and expires on February 28, 2011.

In 2009, Vuance, Inc. signed a lease agreement in Wisconsin of approximately 836 square meters for a monthly fee of $4,500, with eight months of rent at no cost. The lease commenced on January 1, 2010 and expires on December 31, 2014.

SuperCom Asia Pacific leased approximately 130 square meters of office space in Hong Kong for a monthly fee of $4,300. This lease expired on June 30, 2010. In July 2010, SuperCom Asia Pacific signed a lease agreement in Hong Kong for approximately 55 square meters of office space. This lease will expire on December 31, 2010.

All such leased properties in the U.S. and Hong Kong consist of office space for management, administrative, operation, sales and marketing activities.

The total annual rental fees for 2007, 2008 and 2009 were $376,295, $440,130 and $331,000, respectively. The total annual lease commitments for 2010 are $332,000.

All assets are held in the name of Vuance Ltd. and its subsidiaries.

The following table details our fixed assets as of December 31, 2008 and 2009:

	December 31,
	2008		2009
	(In thousands of US Dollars)
Cost:
Computers and peripheral equipment	$	354	$	320
Office furniture and equipment		193		198
Leasehold improvements		39		46
		586		564
Accumulated depreciation:
Computers and peripheral equipment		243		270
Office furniture and equipment		103		110
Leasehold improvements		22		27
		368		407
Depreciated cost:	$	218	$	157

Depreciation expenses for the years ended December 31, 2007, 2008 and 2009 were $38,000, $73,000 and $77,000 respectively.

ITEM 4A.    Unsolved Staff Comments.

Not applicable.

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ITEM 5.    Operating and Financial Review and Prospects.

A. Operating results

The following section should be read in conjunction with our consolidated financial statements and the related notes thereto, which have been prepared in accordance with U.S. GAAP and which are included in Item 18. Some of the statements contained in this section constitute “forward-looking statements.” These statements relate to future events or to our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. (See “Note Regarding Forward Looking Statements” at the beginning of this report, and “Risk Factors” In Item 3.D)

Overview

We were established in 1988 in Israel under the name “SuperCom Ltd.” On April 29, 2007, our shareholders approved the change of the Company’s name to Vuance Ltd., effective as of May 14, 2007. Our ordinary shares have been listed for trading on the Euronext Brussels stock market since October 23, 2003, initially under the symbol “SUP,” and following our name change, under the symbol “VUNC.” We applied for delisting of our shares from the Euronext Brussels stock market, and our application was approved on May 6, 2008, effective August 4, 2008.

From November 5, 2004 to August 23, 2007, the Company’s ordinary shares traded on the OTC Bulletin Board, initially under the symbol "SPCBF.OB" and following our name change, under the symbol, “VUNCF.OB.” Since August 23, 2007, our ordinary shares have been listed for trading on NASDAQ under the symbol “VUNC.” Upon the commencement of trading of our ordinary shares on NASDAQ, our ordinary shares ceased to trade on the OTC Bulletin Board.

On December 11, 2008, we received a letter from NASDAQ advising us that we did not comply with the Listing Requirements. As a result, the NASDAQ Staff began reviewing our eligibility for continued listing on NASDAQ. To facilitate their review, the NASDAQ Staff requested that we provide our specific Plan.  After we submitted the Plan, on March 30, 2009 we received further correspondence from NASDAQ that we did not comply with the Listing Requirements, and therefore, trading of our ordinary shares would be suspended at the opening of business on April 8, 2009, and a form 25-NSE would be filed with the SEC removing our securities from listing and registration on NASDAQ, unless we requested an appeal of the delisting decision by NASDAQ. 

We appealed the NASDAQ determination to a NASDAQ Listings Qualifications Panel (the “Panel”), which automatically stayed the delisting of our ordinary shares until the Panel reached a decision.  On June 17, 2009, the Panel granted our request for an extension of time to achieve full compliance with the Listing Requirements.

On September 29, 2009 we received a NASDAQ Staff Determination letter indicating that we failed to comply with the minimum stockholders’ equity requirement of $2.5 million as set forth in Listing Rule 5550(b) (formerly Marketplace Rule 4310(c)(3)). As a result, our securities were delisted from The Nasdaq Stock Market and trading in our shares was suspended effective at the open of business on October 1, 2009.

We had been advised by Pink OTC Markets Inc., which operates an electronic quotation service for securities traded over-the-counter, that our securities were immediately eligible for quotation in the Pink Sheets effective as of the open of business on October 1, 2009. Our ordinary shares are currently quoted under the ticker symbol “VUNCF”.

We develop and market innovative active RFID enabled solutions for public safety agencies, commercial customers and governmental organizations.

We currently offer the following principal product suite to our customers:

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Active RFID

Active RFID is long, active radio frequency identification equipment that utilizes active radio frequency communications to track assets, people and objects for potential governmental agency and commercial customers. Our solutions are programmable, small, sensitive and relatively cost-effective, providing significant competitive advantages. Prior to January 2010, we offered an active RFID solution under the AAID brand, which we acquired in the acquisition of SHC.  The AAID brand was established and well known in the market for tracking vehicles.  Since January 2010, we have been engaged in leveraging the marketing position of the AAID brand to introduce our latest product suite, PureRFid.  The PureRFid Suite is superior to the AAID Suite, providing a secure, precise and cost-effective means to positively identify, locate, track, monitor, count and protect people and objects, including inventory and vehicles.

Prior to January 2010, we offered the following two principal product suites to our customers, in addition to our active RFID solutions:

Passive RFID

Electronic Access Control (“EAC”) Suite

Our EAC Suite was sold in connection with the sale of certain of the assets and certain of the liabilities of Vuance, Inc. related to our electronic access control market. (See Item 4.A “History and Development of the Corporation”).  Prior to January 2010, our EAC Suite offered solutions to provide credentials (secure badges), readers, door hardware, sensing devices, alarms, controllers and host hardware and software to help maintain security at enterprises, schools, office buildings, warehouses and government facilities.  Prior to January 2010, we provided such solutions through several branded offerings:

ћ MASC Managed Automated Security Controls is an integrated solution designed for larger commercial enterprises. MASC helps organizations to control access, communications, and other security solutions from an integrated platform (such as airports, banks, hospitals, and correctional facilities).

ћ COMPASS COMPASS is used by schools and universities (Columbine, Virginia Tech and Rutgers, among others) and by governmental agencies and commercial enterprises (such as Prince Williams County).

ћ Insignia and Clarity Insignia and Clarity together constitute a software hardware solution sold by distributors to smaller businesses.

ћ Intelli-Site software Intelli-Site software package for managed integrated security solutions.

Credentialing & Incident Management Suite:

Our Credentialing & Incident Management Suite was sold in connection with the sale of certain of the assets and certain of the liabilities of Vuance, Inc. related to our Government Services Division. (See Item 4.A “History and Development of the Corporation”).  Prior to January 2010, we provided our Credentialing & Incident Management Suite through the following branded offerings:

ћ Credentialing ("RAPTOR") Cutting-edge storage and secure retrieval system for credentialing, authenticating, verifying, validating, and managing personnel, advanced tracking and logistics, designed especially for state and local governments, critical infrastructure, and first responders.

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ћ Critical Situation Management System ("CSMS") Management system, for first responders currently in use in the U.S., a customizable solution for credentialing, incident management, accountability and virtual access control. We have an extensive product line, with smart cards, both standalone and handheld readers, and interoperable communications equipment. Credentialing and Incident Management systems utilize both passive and active RFID technology, creating a unique and comprehensive solution unmatched in the industry. CSMS applications target the following industries: Law Enforcement, Fire Rescue, Homeland and Site Security and Emergency Management.

In addition, we have several continuing projects relating to the E-ID Division we sold to OTI (see the section captioned “The OTI Transaction” in Item 4.A and the section captioned “Former E-ID Division” in Item 4.B).

As of January 2010, we market and sell our products in the U.S. through our wholly-owned subsidiary, PureRFid, Inc.

During the fourth quarter of 2005, we established a new Delaware subsidiary in which we initially owned 80% of the shares, Vuance - RFID Inc. (formerly, Pure RF Inc.), which began operations during the first quarter of 2006. During the first quarter of 2006, Vuance - RFID Inc. established a wholly-owned Israeli subsidiary, Vuance RFID Ltd. (formerly, Pure RF Ltd.). Vuance - RFID Inc. and Vuance RFID Ltd. focus on new technologies and solutions for active tracking of people and objects. During February 2007, we purchased the remaining 20% of Vuance - RFID Inc. from its minority shareholder for $100,000, whereupon Vuance - RFID Inc. became our wholly-owned subsidiary. On August 2007, all the employees of Vuance RFID Ltd. were transferred to Vuance, and on December 31, 2007, we purchased the assets and liabilities of Vuance RFID Ltd. Commencing in 2008, Vuance - RFID Inc. engaged in an activity to distribute complementary locks and electronic locks. This activity was terminated in the fourth quarter of 2008 and it is presented in the financial reports, as discontinued operations.

During the fourth quarter of 2006, we established a new wholly-owned Israeli subsidiary, S.B.C. Aviation Ltd., which commenced operations in 2007, and focuses on executing information technology and security projects.

On November 8, 2006, we announced the execution of the OTI Transaction (see Item 4.A above under the caption “The OTI Transaction”). As a result of the OTI Transaction, we recognized $10,536,000 as capital gain on the sale of the E-ID Division in fiscal year 2006. The capital gain was calculated based on OTI’s share price on the closing date of the transaction, less a discount due to the lock-up restrictions on the shares (based on an independent appraisal), the carrying value of the assets that were transferred to OTI and direct expenses (in an amount of $1,550) associated with the sale. As a result of the OTI Transaction, we terminated the employment of certain employees that were employed by us in the E-ID Division.

On July 3, 2007, we entered, through our wholly-owned subsidiary, Vuance, Inc., into an agreement (the “SHC Purchase Agreement”) to acquire all of the issued and outstanding stock capital of Security Holding Corp. (“SHC”) from Homeland Security Capital Corporation (OTCBB: HMSC.OB) (“HMSC”) and other minority shareholders (collectively, “Sellers”) for approximately $4,335,000 in our ordinary shares and direct expenses of approximately $600,000. The closing date of this transaction was August 28, 2007 (“SHC Closing Date”). SHC was a Delaware corporation engaged in the business of manufacturing and distributing RFID-enabled solutions, access control and security management systems. As consideration for the acquisition of the stock capital of SHC, 1,097,426 ordinary shares of the Company were issued to the Sellers. Subject to certain terms and conditions, in the event that we seek to register any of our ordinary shares under the Securities Act of 1933 for sale to the public, for our own account or the account of others, then at HMSC’s request, we will use our reasonable best efforts to include our shares owned by HMSC in such registration. The Sellers agreed to a lock-up period during which, subject to certain exceptions, they will not sell or otherwise dispose of our shares. The restrictions on making such transactions will expire for HMSC in eight equal installments, commencing on the end of the first calendar quarter following the SHC Closing Date and each of the seven calendar quarters thereafter, and for the other Sellers, in twelve equal installments, commencing on the end of the first calendar quarter following the SHC Closing Date and each of the eleven calendar quarters thereafter. HMSC also agreed that during such restriction period, upon the occurrence of any sale by HMSC of our shares due to HSMC’s bankruptcy, insolvency or otherwise by operation of law, Vuance Inc. and the Company will have a right of first refusal to purchase all (but not less than all) of our shares held by HSMC on certain terms and conditions. HMSC further agreed to grant an irrevocable power of attorney to the Chairman of the Board of Directors of the Company to exercise all voting rights related to its Vuance shares until the sale or transfer of such Vuance shares by HMSC to an unaffiliated third party in an arm’s-length transaction. As part of the SHC Purchase Agreement, certain Sellers will assume, subject to certain exceptions, certain non-competition and employee non-solicitation undertakings for a period of two years commencing on the SHC Closing Date. We guaranteed all of the obligations of Vuance Inc. under the SHC Purchase Agreement. During the fourth quarter of 2007, SHC and its subsidiaries were dissolved and merged into Vuance Inc.

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In September 2007, we announced that we had entered into a definitive agreement to acquire, through our U.S. subsidiary, Vuance Inc., the credentialing division of Disaster Management Solutions Inc., for approximately $100,000 in cash and up to $650,000 in royalties that will be paid upon sales of the advanced first responder credentialing system (named “RAPTOR”) during the first twelve months following the acquisition (the closing was in August 2007). This acquisition complemented our incident management solutions business and added RAPTOR to our Credentialing & Incident Management Suite.

On March 25, 2009 we and our subsidiary, Vuance, Inc., completed the acquisition of certain of the assets and certain of the liabilities of Intelli-Site., pursuant to an asset purchase agreement dated March 6, 2009 with Intelli-Site and ISSI. On the date of closing, Vuance Inc agreed to pay Intelli-Site the Cash Consideration and we issued to ISSI the Consideration Shares.  In addition to the payment of the Cash Consideration and the issuance of the Consideration Shares, Vuance Inc. agreed to pay Intelli-Site and ISSI, as applicable, in royalty payments, an amount of up to $600,000 in the aggregate, based upon certain conditions, which shall be paid on a quarterly basis, within thirty (30) days of the close of each quarter, and will be made 50% in cash to Intelli-Site and the Royalty Shares to ISSI. The number of Royalty Shares to be issued to ISSI shall be calculated on the basis of the weighted average closing price of our ordinary shares for the fifteen (15) trading days preceding the quarterly payment, subject to a minimum of $1.25. ISSI, or its permitted transferee, agreed to lock-up the Consideration Shares and Royalty Shares, as applicable, pursuant to which ISSI or its transferee will not offer, sell, transfer or otherwise dispose of the Consideration Shares or the Royalty Shares, except the restrictions on the transfer of the Consideration Shares and the Royalty Shares will expire in eight equal installments, commencing with the end of the first calendar quarter following the date of closing and each of the seven following calendar quarters thereafter.  If any Consideration Shares or Royalty Shares are issued after the last day of the eighth calendar quarter following the date of closing, such shares shall not be subject to any transfer restrictions.

On January 28, 2010 (the “Closing Date”), Vuance, Inc., our wholly-owned subsidiary, completed the sale of certain of its assets (including certain accounts receivable and inventory) and certain of its liabilities (including certain accounts payable) (the “Sale”) related to our electronic access control market (the “Vuance EAC Business”), pursuant to a certain Agreement for Purchase and Sale of Business Assets dated as of January 9, 2010 between Vuance, Inc. and OLTIS Security Systems International, LLC (“OSSI”). On the Closing Date, as consideration for the Sale of the Vuance EAC Business, OSSI paid Vuance, Inc. $161,518.00 in cash.  In addition, OSSI paid off (the “Bridge Bank Payment”) a certain Business Financing Agreement (the “Loan”) between Vuance, Inc. and Bridge Bank, National Association.  Further to the Bridge Bank Payment, the Loan was released, and we and Vuance, Inc. no longer have any liabilities associated with the Loan.

On January 29, 2010 (the “Closing Date”), we and our subsidiary, Vuance, Inc., completed the sale of certain of the assets and certain of the liabilities of Vuance, Inc. (the “Sale”) related to our Government Services Division (the “Vuance CSMS Business”), pursuant to a certain asset purchase agreement dated as of January 29, 2010 between us, Vuance, Inc., WidePoint Corporation (“WidePoint”) and Advance Response Concepts Corporation. On the Closing Date, as consideration for the Sale, WidePoint paid Vuance, Inc. $250,000.00.  In addition, WidePoint agreed to pay Vuance, Inc. a maximum earnout of $1,500,000.00 over the course of calendar years 2010, 2011, and 2012, subject to the performance of certain financial requirements of the Vuance CSMS Business during each of those years.

On January 21, 2010, we incorporated a new wholly-owned subsidiary in the state of Delaware, PureRFid, Inc., to focus on marketing and sales for our active RFID solutions.

Revenues

The Company and its subsidiaries generate their revenues from the sale of products, maintenance, royalties and long term contracts including training and installation. The sale of products involves the sale of active RFID products and raw materials. Following delivery of such systems, often the significant portion of revenues generated from the agreement results from ongoing maintenance fees and support.

Our systems are tailored to meet the specific needs of our customers. In order to satisfy these needs, the terms of each agreement, including the duration of the agreement and prices for our products and services differ from agreement to agreement.

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Operating Expenses

Our costs associated with a particular project may vary significantly depending on the specific requirements of the customer, the terms of the agreement, as well as on the extent of the technology licensing. As a result, our gross profits from each project may vary significantly.

Our research and development expenses consist of salaries, raw material, subcontractors, equipment costs and rent allocated to research and development activities, as well as related supplies and travel and entertainment costs.

Our selling and marketing expenses consist primarily of salaries and commissions earned by sales and marketing personnel, trade show, promotional expenses and rent allocated to selling and marketing activities, as well as related supplies and travel and entertainment costs.

Our general and administrative expenses consist primarily of salaries, benefits, allocated rent and supplies, and related costs for our executive, finance, legal, human resource, information technology and administrative personnel, and professional service fees, including legal counsel, insurance and audit fees.

Net Income

Our operating results are significantly affected by, among other things, the timing of contract awards and the performance of agreements. As a result, our revenues and income may fluctuate substantially from quarter to quarter, and comparisons over longer periods of time may be more meaningful. The nature of our expenses  is mainly fixed or semi-fixed and any fluctuation in revenues will generate a significant variation in gross profit and net income.

Critical Accounting Policies and Estimates

The preparation of financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. We evaluate our estimates and judgments on an ongoing basis, including those related to revenue recognition, allowance for bad debts, contingencies, stock-based compensation, valuation of inventories and impairment of long-lived assets (including goodwill and intangible assets).

We base our estimates and judgments on historical experience and on various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Under different assumptions or conditions, actual results may differ from these estimates.

Our discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the U.S. ("US GAAP"). Our significant accounting principles are presented within Note 2 to our Consolidated Financial Statements. While all the accounting policies impact the financial statements, certain policies may be viewed to be critical. These policies are those that are most important to the portrayal of our financial condition and results of operations. Actual results could differ from those estimates. Our management believes that the accounting policies which affect the more significant judgments and estimates used in the preparation of our consolidated financial statements and which are the most critical to fully understanding and evaluating our reported results include the following:

ћ Revenue recognition;

ћ Allowance for doubtful accounts;

ћ Contingencies;

ћ Stock Based Compensation;

ћ Goodwill and other intangible assets; and

ћ Going concern.

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Revenue Recognition

We generate our revenues from the sale of products, maintenance, royalties and long term contracts including training and installation. The sale of products currently involves the sale of active RFID products and raw materials and prior to January 2010, involved the sale of passive RFID products and CSMS. We sell our products in the U.S. through distributors and our local subsidiary, PureRFid, Inc., and directly throughout the rest of the world.

Product sales are recognized in accordance with Staff Accounting Bulletin No. 104, “Revenue Recognition” (“SAB No. 104”), when persuasive evidence of an agreement exists, delivery of the product has occurred, the fee is fixed or determinable, collectability is probable, and inconsequential or perfunctory performance obligations remain. If the product requires specific customer acceptance, revenue is deferred until customer acceptance occurs or the acceptance provision lapses.

We recognize certain long-term contract revenues in accordance with ASC Topic 605-35, "Construction-Type and Production-Type Contracts".

Pursuant to ASC Topic 605-35, revenues from these contracts are recognized under the percentage of completion method.  We measure the percentage of completion based on output or input criteria, such as contract milestones, percentage of engineering completion or number of units shipped, as applicable in each contract.

Provisions for estimated losses on uncompleted contracts are made during the period in which such losses are first identified, in the amount of the estimated loss on the entire contract. As of December 31, 2009, no such estimated losses were identified.

We believe that the use of the percentage of completion method is appropriate, since we have the ability, using the also independent subcontractor's evaluation, to make reasonably dependable estimates of the extent of progress made towards completion, contract revenues and contract costs.  In addition, contracts executed include provisions that clearly specify the enforceable rights of the parties to the contract, the consideration to be exchanged and the manner and the terms of settlement. In all cases, we expect to perform our contractual obligations and the parties are expected to satisfy their obligations under the contract.

In contracts that do not meet all the conditions mentioned above, we utilize zero estimates of profits; equal amounts of revenue and cost are recognized until results can be estimated with sufficient accuracy.

Revenues and costs recognized pursuant to ASC Topic 605-35 on contracts in progress are subject to management estimates.  Actual results could differ from these estimates.

We are not obligated to accept returned products or issue credit for returned products, unless a product return has been approved by us in advance and is according to specific terms and conditions. As of December 31, 2009 we had an allowance for customer's returns in an insignificant amount.

We apply the provisions of ASC Topic 605-25, "Revenue Recognition - Multiple-Element Arrangements". ASC Topic 605-25 provides guidance on how to account for arrangements that involve the delivery or performance of multiple products, services and/or rights to use assets. For such arrangements, each element of the contract is accounted for as a separate unit when it provides the customer value on a stand-alone basis and there is objective evidence of the fair value of the related unit.

Maintenance and support revenues included in multiple-element arrangements are deferred and recognized on a straight-line basis over the term of the maintenance and support agreement. For these multiple element arrangements, we account for each unit of the contract (maintenance, support and services) as a separate unit, when each unit provides value to the customer on a stand-alone basis and there is objective evidence of the fair value of the stand-alone unit.

Deferred revenues and customer advances include amounts received from customers for which revenues have not been recognized.

We are entitled to royalties upon of the issuance of a certificate. Such royalties are recognized when the sales are reported to the Company (usually on a monthly basis).

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We derive our revenues mainly from sale of hardware products and long term contracts that include embedded software that management considers to be incidental. Such revenues are recognized as mentioned above. However, in limited circumstances, we provide software upgrades with respect to the embedded software of hardware products sold to our customers in the past. Such revenues are recognized when all criteria outlined in ASC Topic 985-605, "Software - Revenue Recognition" are met: when persuasive evidence of an agreement exists, delivery of the product has occurred (i.e. the services have been provided), no significant obligations under the agreement remain, the fee is fixed or determinable and collectability is probable.

Allowance for doubtful accounts

The allowance for doubtful accounts is determined with respect to specific debts that we have determined to be of doubtful collection.

We perform ongoing credit evaluations of our customers' financial conditions and we require collateral as we deem necessary. An allowance for doubtful accounts is determined with respect to those accounts that we have determined to be doubtful of collection. If the financial conditions of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances would be required. The allowance for doubtful accounts was $3,478,000 and $3,470,000 at December 31, 2008 and 2009, respectively.

Contingencies

From time to time, we are the defendant or plaintiff in various legal actions, which arise in the normal course of business. We are required to assess the likelihood of any adverse judgments or outcomes to these matters as well as potential ranges of probable losses. A determination of the amount of reserves required for these contingencies, if any, which would be charged to earnings, is made after careful and considered analysis of each individual action with our legal advisors. The required reserves may change in the future due to new developments in each matter or changes in circumstances, such as a change in settlement strategy. A change in the required reserves would affect our earnings in the period the change is made. Other than as described under the heading “Legal Proceedings” in Item 8, there are no material pending legal proceedings in which we are a party or of which our property is subject.

Stock-Based Compensation

Share-based compensation, including grants of stock options, are recognized in the consolidated statement of operations as an operating expense, based on the fair value of the award on the date of grant.  The fair value of stock-based compensation is estimated using an option-pricing model.

The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods in our consolidated statement of operations.

We estimate the fair value of employee stock options using a Black-Scholes valuation model. We amortize compensation costs using the graded vesting attribution method over the vesting period, net of estimated forfeitures.

Goodwill and other intangible assets

                 Under ASC Topic 350, "Intangibles - Goodwill and Other", goodwill acquired in a business combination is deemed to have indefinite life and is not to be amortized. ASC Topic 350 requires goodwill to be tested for impairment at least annually or between annual tests in certain circumstances, and written down when impaired, rather than being amortized. Goodwill is tested for impairment by comparing the fair value of each reporting unit to its carrying value ("step 1"). If the fair value exceeds the carrying value of the reporting unit net assets, goodwill is considered not impaired, and no further testing is required. If the carrying value exceeds the fair value of the reporting unit, then the implied fair value of goodwill is determined by subtracting the fair value of all the identifiable net assets from the fair value of the reporting unit. An impairment loss is recorded for the excess, if any, of the carrying value of the goodwill allocated to the reporting unit over its implied fair value ("step 2").

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As part of the annual review for impairment in accordance with ASC Topic 350, in November 2008, we examined the fair value of the intangible assets and the goodwill and in doing so, considered in part, a third party expert services. The valuation referred to Vuance, Inc. as a single reporting unit and was conducted on a going concern basis. Since Vuance, Inc. is closely-held, and thus without a public market for its ownership interests, the appraisal was conducted according to common appraisal practices, and based on the Free Discounted Cash-Flows ("DCF") method.  In addition, we received market indication with respect to the fair value of Vuance, Inc. in the first quarter of 2009. Based on the above we were required to recognize during 2008 an impairment loss in the amount of approximately $3,235,000.

In January 2010, we completed the sale of certain of the assets (including certain accounts receivable and inventory) and certain of the liabilities (including certain accounts payable) of Vuance, Inc. acquired in the acquisition of SHC (see a description of this transaction under the caption “History of the Company” in Item 4.A).  In connection with the sale, we recognized an impairment of goodwill and intangible assets in the amount of $1,119,000 as of December 31, 2009.

Going concern

We incurred substantial losses and negative cash flows from operations since our inception. We had an operating cash flow deficit in each of 2007, 2008, and 2009. As of December 31, 2009, we had an accumulated deficit of approximately $47,379,000. We incurred net losses of approximately $11,311,000, $12,358,000 and $5,085,000 in the years ended December 31, 2007, 2008 and 2009, respectively. We expect to have net operating losses and negative cash flows for the foreseeable future, and expect to spend significant amounts of capital to enhance our products and services, develop further sales and operations and fund expansion. As a result, we will need to generate significant revenue to achieve profitability. Even if we do achieve profitability, we may not be able to sustain or increase profitability on a quarterly or annual basis. Continuation of our current operations after utilizing our current cash reserves is dependent upon the generation of additional financial resources either through fund raising or the sale of certain assets. These matters raise substantial doubt about our ability to continue as a going concern. The financial statements have been prepared assuming that we will continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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Results of Operations

The following table sets forth selected consolidated income statement data for the Company for each of the three years ended December 31, 2007, 2008 and 2009 expressed as a percentage of total revenues.

	2007(***)		2008(***)		2009
Revenues	100	%(**)	100	%	100	%
Cost of revenues	40.8		38.3		36.2
Gross profit	59.2		61.7		63.8
Operating expenses
Research and development	11.5		9.6		9.7
Selling and marketing, net	58.4		54.7		55.1
General and administrative	22.3		14.4		17.7
Impairment loss	--		--		--
Other expenses	1.1		--	(*)	1.3
Total operating expenses	93.3		78.7		83.8
Capital gain from the sale of the E-ID Division	--		--		--
Operating loss	(34.1	)	(17.1	)	(20	)
Financial income (expenses), net	(38.0	)	(17.0	)	(6.7	)
Other income (expenses), net	--		--		--
Loss before income taxes	(72.1	)	(34.1	)	(26.7	)
Taxes on income	(3.2	)(**)	(0.8	)	(0.8	)
Loss from discontinued operations	(17.2	)	(33.3	)	(27.1	)
Net loss	(92.4	)	(68.2	)	(54.6	)

(*) Less than 0.1%.

(**) Certain comparative figures have been reclassified to conform to the current period presentation.

(***) Due to the sale of certain business activities in January 2010, as described in Item 4 above, those business activities are presented as discontinued operations in accordance with U.S. GAAP.

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Operating Results

Year Ended December 31, 2009 Compared to Year Ended December 31, 2008

Revenues

Our revenues from continuing operations in 2009 were $9,304,000, compared to $18,112,000 in 2008, a decrease of 49%. The decrease in our revenues from continuing operations is primarily due to a decrease in revenues from our European Airport Project as a result of the completion of our contractual obligations during 2009. Under this project we recognized revenues in 2009 in the amount of $1,961,000 compared to $9,722,000 in 2008.

Gross Profit

Our gross profits from continuing operations in 2009 were $5,939,000 compared to $11,167,000 in 2008, a decrease of 47%. The gross profit margin for the year 2009 increased by 2.1% to 63.8%. The decrease in gross profits from continuing operations was due to a decrease in revenues from our European Airport Project as described above.

Expenses

Our operating expensesfrom continuing operations in 2009 were $7,807,000, compared to $14,262,000 in 2008, a decrease of 45%. The decrease in operating expenses from continuing operations was primarily due to the reduction in sales and marketing expenses related to promotion and commissions expenses resulting from the decrease in revenues from the European Airport Project, as described above, and the reduction of our operational expenses from continuing operations including labor, rent, and other administration expenses.

Research and development from continuing operations expenses consist primarily of salaries, benefits, subcontractors, allocated overhead expense, supplies and equipment for software developers and architects, hardware engineers and program managers, as well as legal fees associated with our intellectual property. Our research and development expenses from continuing operations in 2009 were $898,000, compared to $1,738,000 in 2008, a decrease of 48%. The decrease in our research and development expenses from continuing operations was primarily due to an efficiency plan we implemented to achieve a reduction in subcontractors and labor expenses related to our efforts to develop our RFID technologies.

Sales and marketing expenses from continuing operations consist primarily of salaries and commissions earned by sales and marketing personnel, promotion expenses, trade show expenses, allocated overhead and supplies and travel and entertainment costs. Our sales and marketing expenses from continuing operations in 2009 were $5,131,000, compared to $9,905,000 in 2008, a decrease of 48%. The decrease in the sales and marketing expenses from continuing operations was primarily due to the decrease in sales promotion and commission expenses related to the decrease in revenues from the European Airport Project, as described above, and labor, rent, traveling and marketing expenses related to our activities in the U.S.

General and administrative expenses from continuing operations consist primarily of salaries, benefits, allocated overhead and supplies, and related costs for our executive, finance, legal, human resource, information technology and administrative personnel, and professional service fees, including legal counsel insurance and audit fees. Our general and administrative expenses from continuing operations in 2009 were $1,648,000, compared to $2,611,000 in 2008, a decrease of 37%. The decrease in general and administrative expenses from continuing operations was primarily due to reductions in labor, rent, and other administration expenses.

Additionally, other expenses from continuing operations consist of expenses that relate to litigations that settled during the reported periods as described in "Legal Proceedings" in Item 8 and accruals related to legal proceeding exposures. Our other expenses from continuing operations in 2009 were $130,000, compared to $8,000 in 2008. The increase in our other expenses from continuing operations in 2009 related to the litigation with Secu-Systems Ltd., asdescribed in Item 8 "Legal Proceedings".

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Financial Expenses, net

Financial expensesfrom continuing operations for the twelve months ended December 31, 2009 and 2008, were $620,000 and $3,087,000, respectively. The decrease in financial expenses from continuing operations is mainly due to the decrease in financial expenses with respect to Convertible Bonds from $2,214,000 in 2008 to $565,000 in 2009. The financial expenses in 2008 were higher due to a breach of certain convertible bond covenants that required us to amend the convertible bond agreement including penalties and the acceleration of deferred expenses and the remaining discount amounts (attributed to warrants and the beneficial conversion feature), and due to financial expenses related to marketable securities. During 2008, we realized losses from the sale of marketable securities in the amount of $862,000, compared to $0 during 2009.

Taxes on income

Taxes on income from continuing operations are mainly expenses related to withholding tax at source related to our project with a European country. Taxes on income from continuing operations for the twelve months ended December 31, 2009 and 2008 were $71,000 and $137,000, respectively. The decrease is mainly due to a change in the percentage of the withholding tax at source.

Loss from discontinued operations

Loss from discontinued operations for the twelve months ended December 31, 2009 and 2008 were $2,526,000 and $6,039,000, respectively. The loss from discontinued operations is attributed to the sale of our EAC and CSMS businesses, which were sold in January 2010. A loss from discontinued operations in 2008 in the amount of $272,000, related to Vuance - RFID Inc. activity to distribute complementary locks and electronic locks which commenced in 2008 and was terminated in the fourth quarter of 2008.

Net Loss

As a result of the factors described above, our net loss in 2009 was $5,085,000, compared to a net loss of $12,358,000 in 2008.

Year Ended December 31, 2008 Compared to Year Ended December 31, 2007

Revenues

Our revenues from continuing operations in 2008 were $18,112,000, compared to $12,236,000 in 2007, an increase of 48%. The increase in our revenues from continuing operations is primarily due to our European Airport Project for which we recognized revenues in 2008 in the amount of $9,722,000 compared to $2,181,000 in 2007.

Gross Profit

Our gross profits from continuing operations in 2008 were $11,167,000 compared to $7,244,000 in 2007, an increase of 54%. The gross profit margin for the year 2008 increased by 2.5% to 61.7%. The increase in our 2008 gross profit margin from continuing operations was primarily due to the different mix of products, which carry higher margins.

Expenses

Our operating expenses from continuing operations in 2008 were $14,262,000, compared to $11,417,000 in 2007, an increase of 25%. The increase in operating expenses from continuing operations was mainly due to an increase in sales and marketing expenses related to promotion and commissions expenses due to the increase in revenues.

Research and development expenses from continuing operations consisted primarily of salaries, benefits, subcontractors, allocated overhead expense, supplies and equipment for software developers and architects, hardware engineers and program managers, as well as legal fees associated with our intellectual property. Our research and development expenses from continuing operations in 2008 were $1,738,000, compared to $1,411,000 in 2007, an increase of 23%. The increase in the research and development expenses from continuing operations was primarily due to research and development expenses associated with our new technology, active RFID.

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Sales and marketing expenses from continuing operations consisted primarily of salaries and commission earned by sales and marketing personnel, promotion expenses, trade show expenses, allocated overhead and supplies and travel and entertainment costs. Our sales and marketing expenses from continuing operations in 2008 were $9,905,000, compared to $7,144,000 in 2007, an increase of 39%. The increase in the sales and marketing expenses from continuing operations was primarily due to the increase in sales promotion and commission expenses related to the European country projects.

General and administrative expenses from continuing operations consisted primarily of salaries, benefits, allocated overhead and supplies, and related costs for our executive, finance, legal, human resource, information technology and administrative personnel, and professional service fees, including legal counsel insurance and audit fees. Our general and administrative expenses from continuing operations in 2008 were $2,611,000, compared to $2,728,000 in 2007, a decrease of 4%.

Additionally, other expenses from continuing operations consisted of one-time expenses that relate to litigations that settled during the reported periods as described in "Legal Proceedings" in Item 8 and accruals related to legal proceeding exposures. Our other expenses from continuing operations in 2008 were $8,000, compared to $134,000 in 2007.

Financial Expenses, net

Financial expenses from continuing operations for the twelve months ended December 31, 2008 and 2007, were $3,087,000 and $4,646,000, respectively. The decrease in financial expenses from continuing operations is mainly due to lower financial expenses related to our marketable securities. During 2008, we realized losses from the sale of marketable securities in the amount of $862,000, compared to $1,116,000 during 2007 and decrease in value of marketable securities, net in the amount of $0 and $2,699,000 during the year ended December 31, 2008 and 2007 respectively. This decrease was offset by an increase in financial expenses with respect to Convertible Bonds in the amount of $2,214,000 and $745,000 in 2008 and 2007, respectively.

Taxes on income

Taxes on income from continuing operations are mainly expenses related to withholding tax at source related to our project with a European country. Taxes on income from continuing operations for the twelve months ended December 31, 2008 and 2007 were $137,000 and $390,000, respectively. The decrease is mainly due to a change in the percentage of the withholding tax at source.

Loss from discontinued operations

Loss from discontinued operations for the twelve months ended December 31, 2008 and 2007 were $6,039,000 and $2,102,000, respectively. The loss from discontinued operations is attributed to the selling of our EAC and CSMS businesses. A loss from discontinued operations in 2008, amounted to $272,000, relates to Vuance - RFID Inc. activity to distribute complementary locks and electronic locks which commenced in 2008 and was terminated in the fourth quarter of 2008.

Net Loss

As a result of the factors described above, our net loss in 2008 was $12,358,000, compared to a net income of $11,311,000 in 2007.

Impact of Inflation and Currency Fluctuations

Because the majority of our revenue is paid in or linked to the U.S. dollar, we believe that inflation and fluctuation in the NIS/dollar exchange rate has limited effect on our results of operations. However, a portion of the cost of our Israeli operations, mainly personnel, is incurred in NIS. Because some of our costs are in NIS, inflation in NIS/dollar exchange rate fluctuations do have some impact on our expenses and, as a result, on our net income. Our NIS costs, as expressed in dollars, are influenced by the extent to which any increase in the rate of inflation in Israel is not offset, or is offset on a delayed basis, by a devaluation of the NIS in relation to the dollar.

Historically, the New Israeli Shekel has been devalued in relation to the U.S. dollar and other major currencies principally to reflect the extent to which inflation in Israel exceeds average inflation rates in Western economies. Such devaluations in any particular fiscal period are never completely synchronized with the rate of inflation and therefore may lag behind or exceed the underlying inflation rate.

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In 2009, the rate of appreciation of the NIS against the U.S. dollar was 0.7% and the rate of inflation, in Israel, was 3.9%. It is unclear what the devaluation/evaluation and inflation rates will be in the future, and we may be materially adversely affected if inflation in Israel exceeds the devaluation of the NIS against the U.S. dollar or the evaluation of the NIS against the U.S. Dollar, or if the timing of the devaluation lags behind increases in inflation in Israel.

We do not engage in any hedging or other transactions intended to manage risks relating to foreign currency exchange rate or interest rate fluctuations. At December 31, 2009, we did not own any market risk sensitive instruments except for our revolving line of credit. However, we may in the future undertake hedging or other similar transactions or invest in market risk-sensitive instruments if our management determines that it is necessary or advisable to offset these risks.

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Seasonality

Our quarterly operations are subject to fluctuations due to several factors, including the factors discused under the caption “Risk Factors—The time from our initial contact with a customer to a sale is long and subject to delays which could result in the postponement of our receipt of revenues from one accounting period to the next, increasing the variability of our results of operations and causing significant fluctuations in our revenue from quarter to quarter” in Item 3.D.  It is our experience that, as a general matter, a majority of our sales are made during the latter half of the calendar year consistent with the budgetary, approval and order processes of our governmental agencies customers. Additionally, the period between our initial contact with a potential customer and the purchase of our products and services is often long and subject to delays associated with the budgeting, approval and competitive evaluation processes that frequently accompany significant expenses, particularly for government and government agencies organizations. A lengthy sales cycle may have an impact on the timing of our revenue, which may cause our quarterly operating results to fall below investor expectations. We believe that a customer's decision to purchase our products and services is discretionary, involves a significant commitment of resources, and is influenced by customer budgetary cycles. To successfully sell our products and services, we generally must educate our potential customers regarding their use and benefits, which can require significant time and resources. This significant expenditure of time and resources may not result in actual sales of our products and services, which could have an adverse effect on our results of operations.

New Accounting Pronouncements

Accounting pronouncements adopted in 2009

ASC Topic 105, "Generally Accepted Accounting Principles"

In June 2009, the FASB issued SFAS No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles” (the "ASC" or "the Codification"), which replaces FASB Statement No. 162: “The Hierarchy of Generally Accepted Accounting Principles”. Following SFAS No. 168, The Codification became the single authoritative source for US GAAP. The FASB will not issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts, rather the FASB will issue Accounting Standards Updates (ASU's). SFAS No. 168 became effective for financial statements issued for interim and annual periods ending after September 15, 2009.

Concurrently with the issuance of SFAS 168, the FASB issued ASU 2009-01, an amendment based on SFAS No. 168 in order to codify SFAS No. 168 within ASC Topic 105, "Generally Accepted Accounting Principles".  ASU 2009-01 includes SFAS No. 168 in its entirety, including the instructions contained in Appendix B of the statement.  The guidance in ASC Topic 105 became effective for financial statements issued for interim and annual periods ending after September 15, 2009.

Applying the guidance in ASC Topic 105 did not impact our financial condition and results of operations. We have revised references to pre-Codification GAAP in our financial statements for the year ended December 31, 2009.

ASC Topic 805, "Business Combinations"

In December 2007, the FASB issued ASC Topic 805, "Business Combinations", to change how an entity accounts for the acquisition of a business. ASC Topic 805 replaces the previous standard in its entirety for business combinations.

ASC Topic 805 carries forward the existing requirements to account for all business combinations using the acquisition method (formerly called the purchase method). In general, ASC Topic 805 requires acquisition-date fair value measurement of identifiable assets acquired, liabilities assumed, and non-controlling interests in the acquiree.

The new measurement requirements result in the recognition of the full amount of acquisition-date goodwill, which includes amounts attributable to non-controlling interests. The acquirer recognizes in income any gain or loss on the remeasurement to acquisition-date fair value of consideration transferred or of previously acquired equity interests in the acquiree. Neither the direct costs incurred to effect a business combination nor the costs the acquirer expects to incur under a plan to restructure an acquired business may be included as part of the business combination accounting. As a result, those costs are charged to expense when incurred, except for debt or equity issuance costs, which are accounted for in accordance with other generally accepted accounting principles.

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ASC Topic 805 also changes the accounting for contingent consideration, in process research and development, and restructuring costs. In addition, after Statement ASC Topic 805 is adopted, changes in uncertain tax positions or valuation allowances for deferred tax assets acquired in a business combination are recognized as adjustments to income tax expense or contributed capital, as appropriate, even if the deferred tax asset or tax position was initially acquired prior to the effective date of ASC Topic 805.

We adopted ASC Topic 805 as of the required effective date of January 1, 2009 and apply its provisions prospectively to business combinations that occur after adoption. The adoption of ASC Topic 805 did not have a significant effect on our financial statements.

ASC Topic 810 - 10, "Consolidation"

In December 2007, the FASB issued ASC Topic 810-10, "Consolidation". The Statement changes the accounting for, and the financial statement presentation of, noncontrolling equity interests in a consolidated subsidiary. Under ASC Topic 810-10, all entities are required to report noncontrolling (minority) interests in subsidiaries as a component of consolidated equity in the consolidated financial statements. In addition, the Statement requires transactions between an entity and noncontrolling interests that do not result in deconsolidation to be treated as equity transactions and provides new guidance on accounting for deconsolidation. ASC Topic 810-10 is effective for fiscal years beginning on or after December 15, 2008. The Statement applies prospectively from the effective date except for the presentation and disclosure requirements, which must be applied retrospectively.  We adopted ASC Topic 810-10 as of January 1, 2009; however, as of the date of this Annual Report we do not hold any noncontrolling (minority) interests in subsidiaries.  Accordingly, no adjustments have been made to our financial statements in connection with our adoption of ASC Topic 810-10.

ASC Topic 855, “Subsequent Events”

In May 2009, the FASB issued SFAS No. 165, “Subsequent Events”, which was codified into ASC Topic 855, “Subsequent Events”. This standard establishes general standards of accounting and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. ASC Topic 855 is effective for interim or annual financial periods ending after June 15, 2009. The adoption did not have a material impact on our financial position, results of operations or cash flows.

ASC Topic 820, “Fair Value Measurements and Disclosures”

In April 2009, the FASB issued additional guidance on determining whether a market for a financial asset is not active and a transaction is not distressed for fair value measurements. The new guidance became effective for interim and annual periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009.  The adoption of the new guidance did not have a material impact on our consolidated financial statements

Accounting pronouncements not yet effective

ASC Topic 605 - 25 “Revenue Recognition - Multiple-Element Arrangements”

In October 2009, the FASB issued amendments to the accounting and disclosure for revenue recognition. These amendments, effective for fiscal years beginning on or after June 15, 2010 (fiscal year 2011 for us), with early adoption permitted, modify the criteria for recognizing revenue in multiple element arrangements and require companies to develop a best estimate of the selling price to separate deliverables and allocate arrangement consideration using the relative selling price method. Additionally, the amendments eliminate the residual method for allocating arrangement considerations. We are currently evaluating the impact that the adoption would have on our consolidated financial statements.

ASC Topic 985 - 605, "Software - Revenue Recognition"

In October 2009, the FASB issued Accounting Standards Update (ASU) 2009-14, Certain Revenue Arrangements That Include Software Elements – a consensus of the FASB Emerging Issues Task Force, to amend the scope of arrangements under ASC 985, Software, 605, “Revenue Recognition” to exclude tangible products containing software components and non-software components that function together to deliver a product’s essential functionality. Such components shall be subject to ASC Topic 605 - 25 “Revenue Recognition - Multiple-Element Arrangements”.

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The amended guidance in ASC 605-25 and ASC 985-605 is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with early application and retrospective application permitted. We expect to prospectively apply the amended guidance in ASC 985-605, concurrently with the amended guidance in ASC 605-25, beginning on January 1, 2011.

We are in the process of evaluating the impact the amendments to ASC 605-25 and ASC 985-605 will have on our consolidated financial statements.

ASC Topic 820, “Fair Value Measurements and Disclosures”

In January 2010, the FASB updated the “Fair Value Measurements Disclosures” accounting standard. This update will require (a) an entity to disclose separately the amounts of significant transfers in and out of Levels 1 and 2 fair value measurements and to describe the reasons for the transfers; and (b) information about purchases, sales, issuances and settlements to be presented separately (i.e. present the activity on a gross basis rather than net) in the reconciliation for fair value measurements using significant unobservable inputs (Level 3 inputs). The update clarifies existing disclosure requirements for the level of disaggregation used for classes of assets and liabilities measured at fair value, and requires disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements using Level 2 and Level 3 inputs.

As applicable to us, the update will become effective as of the first interim or annual reporting period beginning after December 15, 2009, except for the disclosures of the Level 3 roll forward information, which is required for annual reporting periods beginning after December 15, 2010 and for interim reporting periods within those years. The adoption of the new guidance is not expected to have a material impact on our financial position, results of operations or cash flows.

B. Liquidity and Capital Resources

Net cash used in operating activities for the twelve months ended December 31, 2009 was $1,661,000 compared to $5,264,000 during the period ended December 31, 2008, a decrease of $3,603,000, or 68%. This decrease was primarily due to a decrease in inventory of $1,008,000 during 2009 compared to an increase of $1,001,000 in 2008 to a decrease in accrued expenses and other liabilities of $214,000 in 2009 compared to $1,663,000 in 2008, to an increase in trade receivables of $667,000 during 2009 compared to a decrease of $1,610,000 during 2008 and to a decrease in net loss from $5,085,000 in 2009 to $12,358,000 in 2008. On the other hand a decrease in impairment loss from $1,119,000 in 2009 to $3,235,000 in 2008, a decrease in amortization of discount on convertible bonds from $0 in 2009 to $810,000 in 2008 and a decrease in realized loss from sale of marketable securities from $0 in 2009 to $862,000 in 2008.

Net cash provided by investing activities during the period ended December 31, 2009 was $1,676,000, compared to $4,136,000 during the period ended December 31, 2008, a decrease of $2,460,000. This decrease was primarily due to the proceeds from the sale of marketable securities in the amount of $3,192,000 during 2008, compared to $0 during 2009.

Net cash used in financing activities during the year ended December 31, 2009 was $171,000, compared to $174,000 during the year ended December 31, 2008, a decrease of $3,000.

As of December 31, 2009, our cash and cash equivalents totaled $656,000, compared to $812,000 as of December 31, 2008. Restricted cash totaled $330,000 as of December 31, 2009, compared to $2,150,000 as of December 31, 2008. The main decrease in restricted cash deposit is related to a bank deposit to secure a guarantee to a supplier, related to a certain project of the Company with a European country which was paid to the supplier according to the agreement, and cash which is pledged to our major Convertible Bond holder in 2008.  Restricted cash is invested in deposits, which mature within up to one year, and is used to secure agreements with a customer or a bank.

               We have accumulated net losses of approximately $47,379,000 from our inception through December 31, 2009, and we have continued to accumulate net losses since December 31, 2009. Since May 1999, we have funded operations primarily through cash generated from our initial public offering on NASDAQ Europe in April 1999, which resulted in total net proceeds of approximately $23,600,000 (before offering expenses), and, to a lesser extent, from our sale of the shares of our former subsidiary, InkSure Technologies, Inc., from borrowings from financial institutions, from private placements of our ordinary shares and warrants to purchase our ordinary shares, in 2004 and 2005,  from issuance of convertible bonds and warrants in 2006, 2007 and 2008 from the sale of OTI shares that were received from the sale of the E-ID Division to OTI. As of December 31, 2009, our principal source of liquidity was $656,000 of cash and cash equivalents. As of December 31, 2009, we had $4,747,000 of debt outstanding relating to obligations under our Convertible Bonds, accrued expenses of $2,859,000 and an obligation for severance pay to Israeli employees of $304,000, of which $283,000 is already covered by monthly deposits to severance pay funds and insurance policies.

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During June and July 2004, we received aggregate gross proceeds of $1,225,000 from the private placement of 265,001 ordinary shares and five-year warrants to purchase 106,001 ordinary shares at an exercise price of $6.47 per share. In connection with the private placement, our placement advisors received warrants to purchase 77,941 ordinary shares at an exercise price of $6.47 per share.

In August and September 2004, we received gross proceeds of $2,200,000 from a private placement to accredited investors of 420,000 ordinary shares and five-year warrants to purchase 168,000 ordinary shares at an exercise price of $6.47 per share. In connection with the private placement, our placement agent received warrants to purchase 30,240 ordinary shares at an exercise price of $6.47 per share and 75,601 ordinary shares at an exercise price of $5.00 per share. All of such warrants issued in this private placement, except 75,601 warrants with an exercise price of $5.00, were called by us at a redemption price of $0.0588 per warrant pursuant to our right to do so if the closing price (or closing bid price) of our ordinary shares on an U.S. stock exchange, NASDAQ or the OTC Bulletin Board was equal to or greater than $14.70 per share for 10 out of any 15 consecutive trading days. The investors exercised warrants to purchase an aggregate of 194,627 ordinary shares. During the fourth quarter of 2004, 120,176 warrants were exercised for an aggregate amount of approximately $778,000, and approximately $130,000 was received with respect to shares to be allotted in 2005. During the year 2005, 54,451 warrants were exercised for an aggregate amount of approximately $352,000.

In November and December of 2005, we received aggregate gross proceeds of $3,050,000 from a private placement by certain investors of 836,292 ordinary shares (of which 150,807 shares were issued after December 31, 2005) and five-year warrants to purchase 292,701 ordinary shares at an exercise price of $3.53 per share. The private placement was made to accredited investors pursuant to Rule 506 of Regulation D, promulgated under the Securities Act of 1933, as amended (the “Securities Act”) and to foreign private investors in offshore transactions in reliance on Regulation S promulgated under the Securities Act. In connection with the private placement, our placement agent received a cash fee of $150,000 and our placement advisors received five-year warrants to purchase 8,446 ordinary shares at an exercise price of $3.53 per share. The investors that participated in this private placement were granted the right, for one year following the closing of the private placement and subject to certain limitations, to participate in future issuances of our capital stock or securities (a “Subsequent Financing”) up to an amount which would permit each investor to maintain its fully diluted percentage equity ownership at the same level existing prior to the Subsequent Financing (after giving effect to such Subsequent Financing). The warrants are callable, subject to certain limitations, at our option if the closing bid price per ordinary share of our ordinary shares equals or exceeds $7.06 for 20 trading days during the term of the warrants. We may however only call, in any 3-month period, the lesser of (i) 20% of the aggregate amount of the warrants initially issued to a warrant holder, or (ii) the total number of warrants then held by such holder.

In November 2006, we raised $3,156,500 through the issuance of Units consisting of Convertible Bonds and Warrants. Units valued at $2,500,000 were issued to a single investor, and Units valued at $656,500 were issued to Special Situation Funds (SSF), based on the participation rights provided in a private placement during 2005, which were existing shareholders of us. According to their original terms the Convertible Bonds mature three years from the date of issuance and bear interest at an annual rate of 8% (which was updated as described below). Any withholding and other taxes payable with respect to the interest will be grossed up and paid by us (approximately 3% of the principal of the bonds); payment of interest will be net of any tax. Subject to certain redemption provisions, as described below, the Convertible Bonds may be converted at any time, at the option of the investors, into our ordinary shares at an original conversion price of $5 per share (see amendment below). The investors were also granted Warrants entitling them to acquire a total of 134,154 ordinary shares at an original exercise price of $5 per share during the next five years (see amendment below). In respect of this transaction, we paid approximately $215,000 cash as issuance expenses and granted an option to acquire up to 25,000 shares of us to a third party, exercisable at an original $5 per share. The fair market value of this grant was $ 40,000.

If we fail to fulfill certain conditions, the investors may accelerate repayment of the principal amount of $3,123,500 of the Convertible Bonds, in which case all interest payable until Maturity Date will immediately become due and payable.

We have determined that the embedded conversion feature should not be separated from the host instrument because it is qualified for equity classification. Therefore the transaction was accounted for in accordance with ASC Topic 470 – 20, “Debt – Debt with Conversion and Other Options”. The fair market value of the Warrants was determined based on the fair value of the instruments issued using the Black-Scholes pricing model, assuming a risk free rate of 5%, a volatility factor of 78.21%, dividend yields of 0% and an expected life of 2 years. The original expiration date of the Warrants is November 2011(see amendment below).

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As a result, we recorded in 2006 an amount of $282,000 with respect to the Warrants and an amount of $632,000 as beneficial conversion feature with respect to the Convertible Bonds, as a credit to shareholders’ equity (additional paid in capital). The discount of the bonds as a result of the value assigned to the warrants and the beneficial conversion feature was amortized during the contractual term of the bonds.

In November 2007, due to a breach of certain conditions of the convertible bonds, the investors had the right to accelerate the repayment of the principal amount of the bonds with all the interest payable until the maturity date of the bonds. However, we signed an amendment to the agreement with the investors under which we were required to pay to one of the investors the abovementioned interest amount ($276,000) (with any withholding and other taxes payable with respect to the interest (approximately 3% of the principal of the bonds)) and with respect to the other investors we changed the conversion ratio of the bonds to $4.25. In a consideration the investors waived their right to accelerate the repayment of the bonds. We accounted for the amendment as a modification of the bonds.

In June 2008, following a breach in the amended terms of the convertible bonds, we reached an agreement with Brevan Howard Master Fund Limited (“BH”), the holder of a $2,500,000 convertible bond issued by us, under which, among other things, BH waived our compliance with certain covenants under its Convertible Bonds, in exchange for:

1. Increasing the interest rate to 10% starting March 31, 2008. Any withholding and other taxes payable with respect to the interest will be grossed up and paid by us (approximately 3% of the principal of the bonds).

2. Reducing the exercise price of the bond and the warrants to $3 and $2.8, respectively.

3. Our undertaking to place a fixed charge on all income and/or rights in connection with a certain European Airport Project. This charge shall be senior to any indebtedness and/or other pledge and encumbrance, but shall, however, be subject to certain rights of us to use part of the income.

4. Our granting of certain anti-dilution rights with respect to the warrants held by the investor.

In addition, under certain circumstances BH may demand an early payment in part or in full of the principal amount of the convertible bond (up to the $2,500,000 as mentioned above). We accounted for the amendment as an extinguishment of the Bonds.

Due to the breach of certain convertible bonds covenants, we had to recognize, in 2008, financial expenses in the amount of $553,000, to accelerate deferred expenses in the amount of $138,000 and to accelerate the remaining discount amounts (attributed to warrants and beneficial conversion feature) in the amount of $724,000. In addition, as of December 31, 2008, the Convertible Bond was classified as a current liability.

On August 12, 2009, we  entered into an agreement with BH to amend certain term of the convertible bond (the “Amendment Agreement”), pursuant to which, in exchange for security in certain of our assets of us, including all incomes and/or rights in connection therewith to which we and our Subsidiaries are and shall be entitled to as a result of the Slovakian Project Arbitral Award, and all amounts in connection with the project related to the arbitration, we and BH agreed to waive compliance and amend certain provisions of the convertible bond to, among other things, (i) increase the applicable rate of interest to 12% and by 0.5% every 180 days afterward, (ii) release us from certain payments upon the completion of certain payments of principal and interest due under the convertible bond, and (iii) make monthly payments of $41,000 against the total amount due under the convertible bond over an eight (8) year period. The modification was determined to be a debt extinguishment.

On November 9, 2009, we  entered into an Amendment Agreement with Special Situation Funds (“SSF”), the holder of the convertible bond in the amount of $623,565, pursuant to which, in exchange for security in certain of our assets, we and SSF agreed to waive compliance and amend certain provisions of the convertible bond to, among other things, (i) increase the applicable rate of interest to 12% and by 0.5% every 180 days afterward, (ii) release us from certain payments upon the completion of certain payments of principal and interest due under the convertible bond, and (iii) make monthly payments of $10,000 against the total amount due under the convertible bond over an eight (8) year period; and (iv) reduce the exercise price of the convertible bond and the warrants to $3 and $2.8, respectively. The modification was determined to be a debt extinguishment.

As of December 31, 2009, in light of the above amendments, total principal amount of $430,000 is presented in current liabilities and a total principle amount of $2,624,000 is presented in long-term liabilities. In addition, an amount of $1,693,000 which includes interest and penalties that it was agreed to be paid after the principal amount is paid, and therefore is presented among long-term loan and others.

As of December 31, 2009 and the filing date of this Form 20-F, we are in compliance with covenants under the amendment Convertible Bond agreements.

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In January 2010 we have received the investors’ consent to sell our EAC and CSMS businesses (as described in ITEM 4). In addition, we created a specific (fixed) charge in favor of the investors on the intellectual property rights belonging to the remaining RFID business of us.

On December 31, 2006, we concluded the OTI Transaction for 2,827,200 restricted ordinary shares of OTI. One seventh of the restricted ordinary shares vest at the end of each calendar quarter, beginning with the quarter ended December 31, 2006.

As a result of the OTI Transaction, we recognized $10,536,000 as a capital gain on the sale of the E-ID Division in fiscal year 2006.

The capital gain was calculated based on OTI’s share price on the closing date, less a discount due to the lock up restrictions of the shares (based on an independent appraisal), the carrying value of the assets that were transferred to OTI and direct expenses (in an amount of $1,550,000) associated with the sale.

The direct expenses included, inter alia, the fair value of 212,040 shares out of the shares received by us from OTI that will be transferred to consultants, as a finder and legal fee, in connection with the transaction.

In connection with the completion of the sale, during January 2007, a financial institution extended a $2,500,000 loan to us. In order to secure this loan we deposited our OTI shares in favor of the financial institution.  This loan was repaid in full during 2007.

During 2007 and 2008, we sold 1,414,716 and 1,200,444 shares of OTI for a total consideration of $7,639,000 and $3,192,000, respectively.

On January 28, 2010 (the “Closing Date”), Vuance, Inc., our wholly-owned subsidiary, completed the sale of certain of its assets (including certain accounts receivable and inventory) and certain of its liabilities (including certain accounts payable) (the “Sale”) related to our electronic access control market (the “Vuance EAC Business”), pursuant to a certain Agreement for Purchase and Sale of Business Assets, dated as of January 9, 2010 between Vuance, Inc. and OLTIS Security Systems International, LLC (“OSSI”). On the Closing Date, as consideration for the Sale of the Vuance EAC Business, OSSI paid Vuance, Inc. $161,518.00 in cash.  In addition, OSSI paid off (the “Bridge Bank Payment”) a certain Business Financing Agreement (the “Loan”) between Vuance, Inc. and Bridge Bank, National Association (“Bridge Bank”).  Prior to the Bridge Bank Payment, Vuance, Inc. had an account receivable line of credit from Bridge Bank in an aggregate amount of up to $1,000,000, bearing interest at the WSJ Prime Rate (subject to a 6% floor) plus 2.5% annualized on the average daily gross financed amount outstanding.  Bridge Bank also held a perfected first position security interest in all of Vuance, Inc.’s current and future assets, including intellectual property and general intangibles.  Following the Bridge Bank Payment, the Loan was released, and we and Vuance, Inc. no longer have any liabilities associated with the Loan.

On January 29, 2010 (the “Closing Date”), we and our subsidiary, Vuance, Inc., completed the sale of certain of the assets and certain of the liabilities of Vuance, Inc. (the “Sale”) related to our Government Services Division (the “Vuance CSMS Business”), pursuant to a certain asset purchase agreement dated as of January 29, 2010 between us, Vuance, Inc., WidePoint Corporation (“WidePoint”) and Advance Response Concepts Corporation. On the Closing Date, as consideration for the Sale, WidePoint paid Vuance, Inc. $250,000.00.  In addition, WidePoint agreed to pay Vuance, Inc. a maximum earnout of $1,500,000.00 over the course of calendar years 2010, 2011, and 2012, subject to the performance of certain financial requirements of the Vuance CSMS Business during each of those years.

On March 22, 2010, we entered into a Subscription Agreement with a private investor, Mr. Yitzchak Babayov (the “Investor”), pursuant to which at a March 23, 2010 closing we issued 1,538,461 ordinary shares of the Company (the “Transaction Shares”) in consideration of a one-time cash payment in the amount of $200,000. Following the issuance of the Transaction Shares, we have 7,262,882 ordinary shares issued and outstanding.

Simultaneously with the issuance of the Transaction Shares, we entered into a Warrant Agreement with the Investor, pursuant to which the Investor received a warrant (the “Warrant”) to purchase up to 553,846 of our ordinary shares at an exercise price of $0.15 per share. The Warrant has a term of five (5) years and contains standard adjustments for stock dividends, stock splits, reclassification and similar events. We intend to ask our shareholders to approve and ratify at our next annual general meeting that the purpose of the private placement of the Transaction Shares and Warrant was to provide the Investor with more than twenty five percent (25%) of our issued and outstanding shares in accordance with Israeli law, which exempts such an acquisition from Israeli tender offer requirements.

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The Transaction Shares and the ordinary shares issuable upon the exercise of the Warrant have not been registered under the Securities Act and may not be offered or sold except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act.

During the period from January 1, 2009 to December 31, 2009, our capital expenditures totaled approximately $100,000 (compared to $73,000 during 2008 and $116,000 during 2007), of which approximately $7,000 (compared to $39,000 during 2008 and $62,000 during 2007) was expended at or upon our facilities in Israel, and approximately $93,000 (compared to $34,000 during 2008 and $54,000 during 2007) was expended upon the various facilities of our subsidiaries outside of Israel. During the first financial quarter of 2010, our capital expenditures totaled approximately $1,000.

Continuation of our current operations after utilizing our current cash reserves is dependent upon the generation of additional financial resources either through the issuance of additional equity or debt securities or other sources of financing or the sale of certain assets of the Company. These matters raise substantial doubt about our ability to continue as a going concern. The financial statements have been prepared assuming that we will continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

C. Research and Development

Our past research and development efforts have helped us to achieve our goal of offering our customers a complete line of products and solutions. As of December 31, 2009 the number of employees in our research and development activities was 14. We focus on the new technology of our active RFID, and expect to maintain our current research and development efforts. We spent $1.4 million, $1.7 million and $0.9 million on research and development in 2007, 2008 and 2009, respectively. These amounts were spent on the development or improvement of our technologies and products, primarily in the area of RFID in 2009, and in 2008 and 2007, primarily in the areas of automatic contactless smart card production line, data capture, management software, population registry software packages, security printing, and document authentication. We will continue to research and develop our RFID technology and products. There can be no assurance that we can achieve any or all of our research and development goals.

D. Trend Information

See – “Results of operations” in Item 5.A for additional information.

Industry Trends

The increased demand for better security systems and services has positively affected trends within the industry. Access control and asset management are now leading security concerns in commercial and governmental enterprises. This has created an increasing demand for secure, precise and cost-effective means to positively identify, locate, track, monitor, count and protect people and objects, including inventory and vehicles.  Our RFID-enabled security and asset management solutions provide an optimal solution to these problems as our solutions reliably identify and track the movement of people and objects in real time enabling our customers to detect unauthorized movement of vehicles, trace packages and containers, control personnel and vehicle access to premises, and protect personnel in hazardous working environments and disaster management situations.

Market and Operational Trends

Our quarterly operations results may be subject to significant fluctuations due to several factors. Some of these factors are based primarily on the timing of large orders, which represent a significant percentage of our revenues, customer budget cycles and impact on the timing for buying decisions, as well as competitive pressures and the ability of our partners, distributors and system integrators to become effective in selling and marketing our products, as well as other factors.

We have also observed a considerable increase in marketing leads from our growing partnerships, distributions and systems integration network, and a particular interest by federal as well as local government customers in public safety or incident management. We expect to continue to benefit from marketing programs and leads generated by this network, as well as sales opportunities identified by them. We intend to expand our marketing and implementation capacity through these third parties, including vendors of complementary products and providers of service applications. By employing third parties in the marketing and implementation process, we expect to enhance sales by taking advantage of their market presence.

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A significant portion of our 2009 revenues was derived from our governmental projects and the remainder was derived from commercial customers. Historically, our revenues have been concentrated in a few large orders and in a relatively small number of customers. We expect this trend to change and we expect that future revenues will come from larger number of orders and customers.

For more information about our expectations regarding future cost of revenues, future operating expenses and liquidity and capital resources, please refer to the section captioned “Risk Factors” in Item 3.D., the sections captioned “Results of Operations” in Item 5.A and the section captioned “Liquidity and Capital Resources” in Item 5.B.

Our development and marketing efforts for the solution and product platforms are aimed at addressing several systems and service trends that we see developing in the industry.

In December 2006, we concluded the sale of our E-ID Division to OTI. The sale allowed management to focus primarily on the market opportunities we identified for our Credentialing and active RFID solutions. Following the events of September 11, 2001 and other major disasters it has become increasingly important for agencies to track personnel, assets, and other objects on a local positioning basis. Prior to January 2010, we offered our CSMS and RAPTOR solutions to fulfill critical homeland security requirements for public safety and emergency services agencies and local counter-terrorism task forces. In January 2010, we completed the sale of our Electronic Access Control Suite and our Credentialing & Incident Management Suite to focus our sales and marketing efforts on our core competencies, active RFID technology and our PureRFid Suite.

As of the date of this Annual Report, we expect that our 2010 revenues will be primarily derived from:

ћ Smart ID technologies; and

ћ Active RFID.

Recent Developments and Outlook

We expect revenues to continue to be derived from one-time sales and recurring fees, sales of high-end solutions, sales of products, consumables and technology. Sales are expected to continue through OEM partnerships and continual upgrades, maintenance and support will continue to be provided to customers. For more information see the section captioned “Recent Developments” in Item 4.

E. Off Balance Sheet Arrangements

We do not have any off-balance sheet transactions that have or are reasonably likely to have a material effect on our current or future financial condition, changes in financial condition, revenues, expenses, results of operations, liquidity, capital expenditures or capital resources.

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F. Tabular Disclosure of Contractual Obligations

Contractual Obligations

The following table summarizes our contractual obligations and commitments as of December 31, 2009, which will require significant cash outlays in the future:

Contractual Obligations	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Long-term debt obligations		--		--		--		--		--
Capital (finance) lease obligations		--		--		--		--		--
Operating lease obligations	$	620,000	$	332,000	$	234,000	$	54,000		--
Purchase obligations		--		--		--		--		--
Convertible bonds*	$	4,747,000	$	430,000	$	1,835,000	$	1,446,000	$	1,036,000
Total contractual cash obligations	$	5,367,000	$	762,000	$	2,069,000	$	1,500,000	$	1,036,000

Long-term debt consists of amounts due on loans from banks, which is described in Item 18, Note 9 to the financial statements included in this Annual Report. Operating lease obligations represent commitments under several lease agreements for our facilities and the facilities of certain subsidiaries. Convertible bonds represent the amount due to the investors under the convertible bonds assuming there will no conversion to shares, which is described in Item 18, Note 13 to the financial statements included in this Annual Report. Total contractual cash obligations represent outstanding commitments for loans from banks, convertible bonds, purchase obligations and lease agreements for facilities. We are not a party to any capital leases.

(*) As of December 31, 2009 and the filing date of this Form 20-F, we are in compliance with the terms and conditions of our convertible bond agreements, as amended. See Item 5.B, “Liquidity and Capital Resources,” regarding recent amendments to our agreements with the holders of the Convertible Bonds.

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ITEM 6.    Directors, Senior Management and Employees.

A. Directors and Senior Management

Board of Directors

We are managed by our Board of Directors. Pursuant to our Articles of Association, the number of directors may be determined from time to time by the Board of Directors, and unless otherwise determined, the number of directors comprising the Board of Directors will be between four and ten. Directors are elected for a one year term ending at the following annual general meeting of shareholders, except for our external directors, who are elected for three year terms in accordance with the Israeli Companies Law. However, if no directors are elected at an annual meeting, then the persons who served as directors immediately prior to the annual meeting shall be deemed re-elected at the same meeting. The General Meeting may resolve that a director be elected for a period longer than the time ending at the next annual meeting but not longer than that ending at the third next annual meeting. The Board of Directors elects one of its members to serve as the Chairman.

The Board of Directors is composed as follows (as of the date of this Annual Report):

Name	Age	Position
Eli Rozen	55	Director, Chairman of the Board (1)
Avi Landman	55	Director – From 1988 to July 8, 2010
Ilan Horesh	57	External Director (2) – From September 17, 2006 to September 17, 2009
Jaime Shulman	66	Director – From September 17, 2006 to January 1, 2010
Michal Brikman	39	External Director (3)
Shlomo Benjamin	60	External Director (2)
Eyal Tuchman	42	Director (4)

(1) The Board of Directors has accepted the resignation of Mr. Eli Rozen from the Board of Directors, which resignation shall become effective on July 25, 2010.

(2) “External Director” as defined in the Israeli Companies Law (see explanation below).

(3) The reelection of Michal Brikman, who was elected as an external director on October 28, 2004 for a period of three years, was inadvertently left off of the agenda of our 2007 annual general meeting of shareholders, and under Israeli law, an external director cannot be deemed reelected or continue in office until a successor is elected. Due to this oversight, since October 28, 2007, Ms. Brikman has not qualified as our “external director,” but has continued to function as such and as a member of certain committees of our Board of Directors. At the annual general meeting of shareholders held on August 17, 2008, Ms. Brikman was reelected as an external director for an additional period of three years commencing as of October 28, 2007. Additionally, our Board of Directors and such committees ratified all of the actions that had been taken by them since the expiration of Ms. Brikman’s initial term as our external director.

(4) The Board of Directors has appointed Eyal Tuchman to serve as a director on the Board of Directors until the conclusion of the next annual general meeting of shareholders.

Eli Rozen is one of our co-founders. We accepted the resignation of Mr. Rozen from service as a director and as Chairman of our Board of Directors, which resignation shall become effective on July 25, 2010. Mr. Rozen has served as Chairman since 2000. From 1988 until 2000, Mr. Rozen served as our Chief Executive Officer and President. Mr. Rozen has a Bachelor of Science in Industrial Engineering and Management from the Israel Institute of Technology.

Avi Landman is one of our co-founders and prior to July 8, 2010 served as a member of the Board of Directors. We accepted Mr. Landman’s resignation from the Board of Directors, effective July 8, 2010. Mr. Landman continues to serve as our Research Manager. Prior to co-founding Vuance in 1988, Mr. Landman worked as a computer engineer at Gal Bakara Ltd. and prior to that as a Practical Engineer at Eltam Ltd. Mr. Landman has a Bachelor of Science degree in Computer Engineering from the Technion – Israel Institute of Technology and a Practical Engineer Diploma in Electronics from Bosmat Haifa.

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Ilan Horesh,an external director, became a member of the Board of Directors on September 17, 2006 and is a member of the audit committee. The service term of Mr. Horesh expired on September 17, 2009, and since that time he has not served on the Board of Directors. Mr. Horesh was also a board member of Retalix Ltd. From 1998 to 2006. Since 2006, he has been an external director of Ampa Investments LTD, and since 2007 has been a board member of Taldor Computer System (1986) Ltd. And an external director of Rekah Pharmaceutical Industry Ltd. Mr. Horesh was a department manager at Pelephone Communication Ltd. From 1997 to 1998, Mr. Horesh served as the Chief Executive Officer of “SHEFFA consumer club,” a subsidiary of Macabi Health Services. From 1994 to 1997, Mr. Horesh was the manager of the Planning and Projects Department at Paz Oil Corp. From 1994 to 1999, Mr. Horesh was a director of Hed-Artzi Ltd. Mr. Horesh holds a Bachelor of Arts in History and Geography from Tel Aviv University, a Master of Arts in Political Studies from Haifa University, and a Bachelor of Arts degree in Business Administration.

Jaime Shulman became a member of the Board of Directors on September 17, 2006. Further to our efforts to streamline our operations, on December 2, 2009, we accepted the resignation of Mr. Jaime Shulman from our Board of Directors, which resignation shall be effective as of January 1, 2010. From 2001 to 2003, Mr. Shulman was President and CEO of Logisticare, Ltd. From 1998 to 2000, Mr. Shulman was President and CEO of the Amcor Group. From 1993 to 1997, Mr. Shulman was President and CEO of the Magam Enterprises Group. From 1991 to 1998, Mr. Shulman was the active Chairman of the board (part time) of Tana Industries. From 1991 to 1992, Mr. Shulman was a foreign consultant to and subsequently CEO of Metrometer, Inc. (New York). From 1978 to 1991, Mr. Shulman was CEO of Electra Israel. From 1970 to 1977, Mr. Shulman was Production Manager at Tadiran, Plastic and Metal Plant. Mr. Shulman is an Electromechanical Engineer (equivalent to M.Sc. in Israel) from Buenos Aires University, Argentina.

Michal Brikman,an external director, became a member of the Board of Directors on October 28, 2004. Ms. Brikman is a Certified Public Accountant with extensive management and accounting experience. From 2000 to 2005, Ms. Brikman was a business consultant at Daniel Doron Business Consulting. Ms. Brikman received her Masters in Finance from Baruch College in New York City and later relocated to Israel.

Shlomo Benjamin, an external director, became a member of the Board of Directors on September 17, 2009.  Mr. Benjamin is a shareholder and managing director of 4BEST Consulting and Management Ltd., a company engaged in financial consulting to companies and businesses.  From 2004 to 2006, Mr. Benjamin was CFO of Globus Group Ltd.  From 2002 to 2003, Mr. Benjamin was CEO of H. Aloni Enterprises Ltd.  From 1992 to 2002, Mr. Benjamin was CFO and Deputy CEO of Ytong Industries Ltd.  From 1987 to 1992, Mr. Benjamin was Finance and Administration Manager in the Azorim group.  From 1981 to 1987, Mr. Benjamin served in several executive positions at the Tadiran Group, including as Deputy CEO of T.F.L Ltd. and Chief Accountant of Tadiran Communications Ltd.  From 1977 to 1981, Mr. Benjamin was a “Senior” at Braude & Co. accounting firm.  Mr. Benjamin is an authorized accountant in Israel and holds a first degree in economics and accounting from the Tel Aviv University.

Eyal Tuchman was appointed by the Board of Directors on July 8, 2010, to serve as a director on the Board of Directors until the conclusion of the next annual general meeting of shareholders.  Mr. Tuchman served as our Chief Executive Officer from April 2006 to March 2010. Prior to serving as our CEO, Mr. Tuchman served for four years as our Chief Financial Officer and Chief Operational Officer. Mr. Tuchman brings to us years of experience in business development, finance and operational management in publicly traded companies. Prior to joining us in 2002, Mr. Tuchman served as Chief Financial Officer of Magam Group, a company traded on the Tel-Aviv Stock Exchange.  From 1996 to 2002, Mr. Tuchman was a Senior Auditor at Kesselman & Kesselman (today, PriceWaterhouseCoopers).  Mr. Tuchman holds a Bachelor of Arts in Economics & Accounting from Ben Gurion University and is a certified public accountant.

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Executive Officers and Key Employees

As of the date of this Annual Report, our executive officers and certain key employees who are not also directors are:

Name	Age	Position
Ron Peer	59	Chief Executive Officer
Kevin Michael	48	Vice President of Operations

Ron Peer,Chief Executive Officer. In March 2010, Mr. Peer became our Chief Executive Officer, after three years of service as our Deputy CEO and President. Mr. Peer has over 30 years of experience in the technology industry, where he has held top management positions. Mr. Peer has proven to be a successful leader in the Israeli and U.S. high-tech industries with broad and in-depth marketing and business vision. With proven experience and expertise in brand counterfeiting and document security solutions, he has directed startup and turnaround situations and also recruited and developed strong management teams. With his technological and operational experience and background, rooted in the Israel Defense Forces as a Lieutenant Colonel, Mr. Peer maintains a successful international business and management career. Mr. Peer holds a Bachelor of Science degree in Electronic Engineering, and Business and Marketing Diplomas from Tel-Aviv University.

Kevin Michael, Vice President of Operations. With over 15 years of experience in the private sector, Mr. Michael has managed projects at EMC2, Intel, and National Semiconductors. Mr. Michael has extensive experience in operations including the integration of RFID technologies and facility management applications to control space and assets.

B.  Compensation

The aggregate amount of compensation paid by us to our board members, our Chief Executive Officer, our former Chief Executive Officer, Vice President of Operations, our former Deputy CEO, Marketing, Technology and Business Development, our former Chief Financial Officer, Chief Operating Officer and Chief Technology Officer (collectively, the “Named Executive Officers”) as a group for the twelve months ended December 31, 2009 was approximately $612. This sum includes amounts paid for salary and social benefit. In addition, we have provided automobiles to our executive officers at our expense.

In accordance with the requirements of Israeli law, we determine our directors’ compensation in the following manner. First, our audit committee reviews the proposal for compensation; second, provided that the audit committee approves the proposed compensation, the proposal is then submitted to our Board of Directors for review, except that a director who is the beneficiary of the proposed compensation does not participate in any discussion or voting with respect to such proposal; and finally, if our Board of Directors approves the proposal, it must then submit its recommendation to our shareholders, which is done in the forum of our shareholders’ general meeting. The approval of a majority of the votes cast by our shareholders is required for any such compensation proposal.

On January 26, 2003, at a special general meeting, our shareholders approved the grant to each of our directors who is not an external director, commencing on October 1, 2002, a monthly $1,000 fee and participation remuneration per meeting of the Board of Directors, provided however, that each of the directors who is not an external director shall be entitled to an aggregate sum of monthly remuneration and participation remuneration of not more than $18,000 per year.

As of December 31, 2009, we had set aside approximately $38 to provide pension, retirement or similar benefits for our Board of Directors and Named Executive Officers.

Option/SAR Grants during the Year Ended December 31, 2009

During the twelve months ended December 31, 2009, we granted options to purchase 564,655 ordinary shares under our Option Plan (as defined in “Share Options Plans” below) to 7 of our Named Executive Officers at an exercise price of $0.015. All options will expire in 2019.

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During 2009, according to the board resolution on October 27, 2008 and the Special General Meeting dated December 21, 2008, we granted to (a) the Chairman of our Board of Directors, (b) a member of our Board of Directors who is also one of the co-founders, (c) one of our co-founders, and (d) another member of our Board of Directors, options to purchase up to 256,456, 179,966, 126,944 and 42,121 shares, respectively.  The options have an exercise price of 0.0582235 NIS, vesting immediately and will expire after ten years. The options were granted as compensation for three months of service in exchange for waiving their right to receive cash payments for such months, according to their agreement with us. In addition (a) all options held by the Participants on October 27, 2008 shall be re-priced so that the exercise price thereof shall be $1.1 (the closing price of the Ordinary Share on said date), and (b) all such options with an expiration date prior to October 27, 2013 shall nonetheless be exercisable until October 27, 2013.

During the twelve months ended December 31, 2008, we granted options to purchase 23,000 ordinary shares under our Option Plan (as defined in “Share Options Plans” below) to two of our Named Executive Officers at an exercise price of $1.88. All options will expire in 2018.

In September 2008, the Board of Directors approved a re-pricing of options for three executive officers for 149,600 options, which had exercise prices ranging between $2.47 and $14.8235.  The re-pricing changed the exercise price of the options to $1.86. The incremental compensation cost at the date of the modification was $66,000, of which $59,000 was recognized during 2008.

Please refer to the Section captioned “Share Option Plan” under Item 6.E below for a description of our Share Options Plans.

C. Board Practices

Our Board of Directors and senior management consider good corporate governance to be central to our effective and efficient operations. The following table lists our directors, the positions they hold with us and the dates the directors were first elected or appointed:

Name	Position	Period Served in Office
Eli Rozen	Director Chairman of the Board	1988 – present(*) July 25, 2000 – present(*)
Avi Landman	Director	1988 – July 8, 2010
Ilan Horesh	External Director	September 17, 2006 – September 17, 2009
Jaime Shulman	Director	September 17, 2006 – January 1, 2010
Michal Brikman	External Director	October 28, 2004 – present (**)
Shlomo Benjamin	External Director	September 17, 2009 – present
Eyal Tuchman	Director	July 8, 2010 – present (***)
David Mimon	Director	Pending appointment. (****)
Tsviya Trabelsi	Director	Pending appointment. (****)
Menachem Mirski	Director	Pending appointment. (****)

(*) The Board of Directors has accepted the resignation of Mr. Eli Rozen from the Board of Directors, which resignation shall become effective on July 25, 2010.

(**) The reelection of Michal Brikman, who was elected as an external director on October 28, 2004 for a period of three years, was inadvertently left off the agenda of our 2007 annual general meeting of shareholders, and under Israeli law, an external director cannot be deemed reelected or continue in office until a successor is elected. Due to this oversight, since October 28, 2007, Ms. Brikman has not qualified as our “external director,” but has continued to function as such and as a member of certain committees of our Board of Directors. At the annual general meeting of shareholders held on August 17, 2008, Ms. Brikman was reelected as an external director for an additional period of three years commencing on October 28, 2007. Additionally, our Board of Directors and such committees ratified all of the actions that had been taken by them since the expiration of Ms. Brikman’s initial term as our external director.

(***) The Board of Directors has appointed Eyal Tuchman to serve as a director on the Board of Directors until the conclusion of the next annual general meeting of shareholders.

(****) The Board of Directors has nominated David Mimon, Tsviya Trabelsi and Menachem Mirski for appointment to the Board of Directors, which appointment shall become effective on July 25, 2010, and continue until the conclusion of the next annual general meeting of shareholders.

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David Mimon is nominated for appointment to the Board of Directors, which appointment shall become effective on July 25, 2010, and continue until the conclusion of the next annual general meeting of shareholders. Mr. Mimon is the owner of a legal practice with offices in Netanya and Haifa, Israel. Mr. Mimon is the author of several books related to labor law and debts management, and he brings extensive experience in providing legal representation and consulting services to individuals and companies in various areas of law.

Tsviya Trabelsi is nominated for appointment to the Board of Directors, which appointment shall become effective on July 25, 2010, and continue until the conclusion of the next annual general meeting of shareholders. Mrs. Trabelsi is currently the CFO of Sigma Wave Ltd., and also President and Director of Klikot Inc., an Internet based company. She has more than 20 years experience in accounting, taxes, and financial management in Israel and the United States, and has served in various managerial positions in a variety of companies. Mrs. Trabelski holds a Bachelor of Arts in Economics and Accounting from the University of Tel-Aviv.

Menachem Mirski is nominated for appointment to the Board of Directors, which appointment shall become effective on July 25, 2010, and continue until the conclusion of the next annual general meeting of shareholders. Mr. Mirski is the founder and a partner of Raz - El Ltd., a software and system development company located in Israel. He has significant experience and expertise as a software developer and project manager for embedded real time systems, including RF-based systems. Mr. Mirski holds a Bachelor of Science in Computer and Electrical Engineering from Ben-Gurion University.

Our Articles of Association provide that the number of directors may be determined from time to time by the Board of Directors, and unless otherwise determined, the number of directors comprising the Board of Directors will be between four and ten. The Board of Directors is presently comprised of four members, two of whom were elected as external directors under the provisions of the Israeli Companies Law (discussed below).  Our Articles of Association provide further that the majority of the directors appointed to the Board of Directors will be independent directors.  Following the resignation of Mr. Jaime Shulman, we have not been in compliance with this requirement.

All directors hold office until their successors are elected at the next annual general meeting of shareholders, except for our external directors, Michal Brikman, who shall hold office until October, 2010 and Shlomo Benjamin, who shall hold office until September 2012.

Under the Israeli Companies Law and the regulations promulgated pursuant thereto, Israeli public companies, namely companies whose shares have been offered to the public or are publicly traded, are required to appoint at least two natural persons as “external directors.” A person may not be appointed as an external director if the person, or a relative, partner or employer of the person, or any entity under the person’s control, has or had, on or within the two years preceding the date of the person’s appointment to serve as an external director, any affiliation with the company to whose board the external director is proposed to be appointed; with the controlling shareholder of such company or with any entity controlling or controlled by such company or by the controlling shareholder of such company. The term “affiliation” includes an employment relationship, a business or professional relationship maintained on a regular basis, control and service as an office holder (which term includes a director).

In addition, no person may serve as an external director if the person’s position or other business activities create, or may create, a conflict of interest with the person’s responsibilities as an external director or interfere with the person’s ability to serve as an external director or if the person is an employee of the Israel Securities Authority or of an Israeli stock exchange. If, at the time of election of an external director, all other directors are of the same gender, the external director to be elected must be of the other gender.

Pursuant to the Israeli Companies Law, at least one of the external directors, as well as a number of the non-external directors to be determined by the Board of Directors, are required to have “accounting and financial expertise” and the other external directors are required to have “professional skills,” as such terms are defined in regulations recently promulgated under the Israeli Companies Law.

Each committee of a company’s Board of Directors that has the authority to exercise powers of the Board of Directors is required to include at least one external director and its audit committee must include all external directors.

External directors are elected at the general meeting of shareholders by a simple majority, provided that the majority includes at least one-third of the shareholders who are not controlling shareholders, who are present and voting, or that the non-controlling shareholders who vote against the election hold one percent or less of the voting power of the company.

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At our 2003 Annual General Meeting held on June 30, 2003, Esther Koren and Avi Elkind were each re-elected to serve as external directors for an additional term of three years ending on June 30, 2006. However, Esther Koren resigned as a member of our Board of Directors due to personal reasons effective July 14, 2004. Ms. Michal Brikman was subsequently appointed to our Board of Directors as an External Director, which appointment was approved by our shareholders at a special general shareholder meeting on October 28, 2004. In addition, Ms. Brikman has been appointed to the audit committee and several other committees. Ms. Brikman’s term as External Director, and consequently as a member of such committees expired on October 27, 2007; however, at the annual general meeting of shareholders held on August 17, 2008, Ms. Brikman was re-elected as an external director for an additional period of three years commencing on October 28, 2007.  Our Board of Directors and such committees have ratified all of the actions that had been taken by them since the expiration of Ms. Brikman’s initial term as our external director.

On September 17, 2006, our general meeting appointed Mr. Ilan Horesh as an External Director. In addition, Mr. Horesh has been appointed to the audit committee. Mr. Horesh held the position until September 2009.

On September 6, 2009 our general meeting appointed Mr. Benjamin as an External Director. In addition, Mr. Benjamin has been appointed to the audit committee.

Under the Israeli Companies Law, an external director cannot be dismissed from office unless: (i) the Board of Directors determines that the external director no longer meets the statutory requirements for holding the office, or that the external director has breached the external director’s fiduciary duties, and the shareholders vote, by the same majority required for the appointment, to remove the external director after the external director has been given the opportunity to present his or her position; (ii) a court determines, upon a request of a director or a shareholder, that the external director no longer meets the statutory requirements of an external director or that the external director has breached his or her fiduciary duties to the company; or (iii) a court determines, upon a request of the company or a director, shareholder or creditor of the company, that the external director is unable to fulfill his or her duty or has been convicted of specified crimes.

We have the following committees:

Audit Committee

The IsraeliCompanies Law requires public companies to appoint an audit committee comprised of at least three directors, including all of the external directors, and further stipulates that the chairman of the Board of Directors of a public company, any director employed by or providing other services on a regular basis to the company and the controlling shareholder or any relative of the controlling shareholder of such company may not be members of the audit committee of the company. Since the expiration of Ms. Brikman’s term as an external director (on October 27, 2007) and due to the oversight omission of her re-election for an additional term of three years, we have not had an audit committee (the “Audit Committee”) which complies with the requirements of Israeli law. During that period our “Audit Committee” continued to operate, however, no event or action, which under the Israeli Companies Law requires approval by the Audit Committee, occurred or was taken until Ms. Brikman was re-elected as an external director at the annual general meeting of shareholders held on August 17, 2008, for an additional period of three years commencing as of October 28, 2007. Our Board of Directors and Audit Committee ratified all of the actions that have been taken by them since the expiration of Ms. Brikman’s initial term as external director. In 2007 the Audit Committee adopted an audit committee charter which regulates its operations. According to our Audit Committee charter, the objective of the Audit Committee is to assist the Board of Directors’ oversight of the Company’s accounting practices; the integrity of the Company’s financial statements; the Company’s accounting and financial reporting processes; the Company’s compliance with legal and regulatory requirements; the independent auditors’ qualifications, independence, and performance; audits of the Company’s financial statements and the internal audit function, and to locate deficiencies in the business management of the Company, among other things, in consultation with the Company’s independent auditors and internal auditors, and to suggest to the Board of Directors the measures to be taken regarding such deficiencies. Mr. Benjamin, who replaced Mr. Horesh in September 2009, and Ms. Brikman are the members of the Audit Committee. Mr. Shulman was a member of the Audit Committee until he resigned from the position in January 1, 2010. Following the resignation of Mr. Shulman, we have not been in compliance with the requirement that the Audit Committee be composed of three directors as discussed immediately above. At the next annual general meeting of shareholders, we will nominate an independent director to replace Mr. Jaime Shulman on the Audit Committee.

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Compensation (Remuneration) Committee

We have a compensation committee (the “Compensation Committee”). In 2007, the Compensation Committee adopted a Compensation Committee charter, which regulates its operations. According to the Compensation Committee charter it is responsible for determining the compensation (including salaries, bonuses and equity incentive compensation awards) of executive officers, including the Chief Executive Officer, other senior management and members of the Board of Directors. The Compensation Committee is currently comprised of Ms. Brikman and Mr. Benjamin, who replaced Mr. Horesh in September 2009. Mr. Shulman was also a member of the Compensation Committee until January 1, 2010.

Nominating and Corporate Governance Committee Charter

On May 15, 2007, our Board of Directors approved the establishment of a Nominating and Corporate Governance Committee (the “Nominating and Corporate Governance Committee”). The Nominating and Corporate Governance Committee is responsible for identifying individuals qualified to become board members, consistent with criteria approved by the Board of Directors, and recommending that the Board of Directors select the director nominees for election at the general meeting of shareholders. The Committee is also responsible for developing and recommending to the Board of Directors a set of corporate governance guidelines applicable to the Company, periodically reviewing such guidelines, recommending any changes thereto, and overseeing the evaluation of the Board of Directors. The Nominating and Corporate Governance Committee is currently comprised of Ms. Brikman and Mr. Benjamin, who replaced Mr. Horesh in September 2009. Mr. Shulman was also a member of the Nominating and Corporate Governance Committee until January 1, 2010.

Management Employment Agreements

We maintain written employment agreements with substantially all of our key employees. These agreements provide, among other matters, for monthly salaries, our contributions to Managers’ Insurance, an Education Fund and severance benefits. All of our agreements with our key employees are subject to termination by either party upon the delivery of notice of termination as provided therein.

Internal Auditor

           Under the Israeli Companies Law, the Board of Directors must appoint an internal auditor, proposed by the Audit Committee. The role of the internal auditor is to examine, among other matters, whether the company’s activities comply with the law and orderly business procedure. Under the Israeli Companies Law, the internal auditor may be an employee of the company but may not be an interested party or office holder, or a relative of any interested party or office holder, and may not be a member of the company’s independent accounting firm, or its representative. Prior to June 2010, the office of Chaikin Cohen Rubin & Co. served as our internal auditor in accordance with the requirements of the Israeli Companies Law. On June 27, 2010 we received a resignation letter from Chaikin Cohen Rubin & Co., indicating their resignation due to time restraints. We are currently seeking an internal auditor to replace Chaikin Cohen Rubin & Co.

D. Employees

As of December 31, 2009 and 2008, we had 37 and 52 full-time employees, respectively. The following table describes our employees and the employees of our subsidiaries by department.

	Dec. 31, 2007		Dec. 31, 2008		Dec. 31, 2009
Research, Development & Manufacturing		23		21		20
Marketing and Sales		34		20		11
Administration		13		11		6
Total		70		52		37

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Over the past three years, the number of our employees by geographic area was as follows:

	Dec. 31, 2007		Dec. 31, 2008		Dec. 31, 2009
Israel		22		16		14
United states		43		30		23
Rest of the world		5		6		-
Total		70		52		37

From time to time, we have engaged temporary employees to fill open positions. These temporary employees, however, historically have not comprised a material number of our employees.

Vuance’s Israeli employees are not part of a collective bargaining agreement. However, in Israel we are subject to certain labor statutes, and to certain provisions of collective bargaining agreements between the Histadrut, the General Federation of Labor in Israel, and the Coordinating Bureau of Economic Organizations, including the Industrialists’ Association. These are applicable to our employees by virtue of expansion orders of the Israeli Ministry of Labor and Welfare. These statutes and provisions principally concern the length of the workday, minimum daily wages for professional workers, procedures for dismissing employees, determination of severance pay, annual and other vacations, sick pay and other conditions for employment. In addition, by virtue of such expansion order, all employees in Israel are entitled to automatic adjustment of wages relative to increases in the Consumer Price Index in Israel. The amount and frequency of these adjustments are modified from time to time. We provide our employees with benefits and working conditions that comply with the required minimum.

Generally, all nonexempt adult male citizens and permanent residents of Israel, under the age of 40, or older for reserves officers or citizens with certain occupations, are obligated to perform annual military reserve duty and are subject to being called for active duty at any time under emergency circumstances. Some of our officers and employees are obligated to perform annual reserve duty. While we have operated effectively under these requirements since we began operations, no assessment can be made as to the full impact of such requirements on our workforce or business if conditions should change, and no prediction can be made as to the effect on us of any expansion of such obligations.

All of our employees have entered into confidentiality agreements. We have also granted certain employees options to purchase shares of our ordinary shares under our option plan. We consider our relationship with our employees to be good and we have never experienced a strike or work stoppage.

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E. Share Ownership

The following table sets forth certain information regarding the beneficial ownership of our ordinary shares by our directors and Named Executive Officers as of May 31, 2010. As of that date, we had 7,262,882 ordinary shares outstanding.

Name	Ordinary Shares held directly and beneficially	% of Outstanding Ordinary Shares as of May 31, 2009	Number of options outstanding	Exercise price	Expiration date
Eli Rozen	965,584(1)	12.35%	194,817 51,000 51,000 49,311 113,943 93,202	1.1 1.1 1.1 0.015 0.015 0.015	October 27, 2013 January 11, 2015 January 19, 2017 January 1, 2019 June 30, 2019 September 30, 2019
Avi Landman	616,146(2)	8.24%	8,500 8,500 20,400 34,702 79,673 65,591	1.1 1.1 1.1 0.015 0.015 0.015	October 27, 2013 January 11, 2015 January 19, 2017 January 1, 2019 June 30, 2019 September 30, 2019
Ron Peer	178,193(3)	2.44%	17,000 15,000 17,513	1.86 1.88 0.015	February 18, 2017 September 9, 2018 March 12, 2019
Eyal Tuchman	164,530(4)	2.22%	5,100 12,750 25,500 21,250 51,000 43,980	1.86 1.86 1.86 1.86 1.86 0.015	June 19, 2012 March 28, 2014 November 7, 2014 October 4, 2014 May 29, 2016 March 12, 2019
Directors and Named Executive Officers as a Group ([8] persons)(6)	1,959,695(5)	23.7%	1,018,474	0.015 – 5	April 2012 – September 2019

(1) Includes (a) 412,311 shares held directly by Eli Rozen, and (b) options to purchase 553,273 ordinary shares which are currently exercisable or exercisable within 60 days of May 31, 2010, of which 376,462 ordinary shares are held by Finel Architecture and Engineering Ltd., a company owned solely by Mr. Rozen (“Finel”).

(2) Includes (a) 398,780 ordinary shares held by Avi Landman, of which 85,000 shares are held by Ashland Investments LLC, a limited liability company solely owned by Mr. Landman (“Ashland”), and (b) options to purchase 217,366 ordinary shares which are currently exercisable or exercisable within 60 days of May 31, 2010.

(3) Includes (a) 138,680 shares held directly by Ron Peer, and (b) options to purchase 39,513 ordinary shares which are currently exercisable or exercisable within 60 days of May 31, 2010.

(4) Includes (a) 4,950 shares held directly by Eyal Tuchman, and (b) options to purchase 159,580 ordinary shares which are currently exercisable or exercisable within 60 days of May 31, 2010.

(5) Includes options to purchase 741,857 ordinary shares which are currently exercisable or exercisable within 60 days of May 31, 2010.

(6) See notes 1, 2, 3 and 4. Each of the directors and executive officers not separately identified in the above table beneficially owns less than 1% of our outstanding ordinary shares (including options held by each such party, and which are exercisable or exercisable within 60 days of May 31, 2010) and has therefore not been separately disclosed.

All of our ordinary shares have identical voting rights.

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Share Option Plans

In 2003, we adopted a new stock option plan under which we now issue stock options (the “Option Plan”). In December 2004, we filed a Registration Statement on Form S-8 with the SEC registering (i) 170,000 ordinary shares available for issuance upon exercise of stock options reserved for grant under the Option Plan, (ii) 594,034 ordinary shares issued or issuable upon exercise of options previously granted under the Option Plan, and (iii) 109,412 ordinary shares issued or issuable upon exercise of options previously granted under the 1999 Option Plan. The Option Plan is intended to provide incentives to our employees, officers, directors and/or consultants by providing them with the opportunity to purchase our ordinary shares. The Option Plan is subject to the provisions of the Israeli Companies Law, administered by the Compensation Committee, and is designed: (i) to comply with Section 102 of the Israeli Tax Ordinance or any provision which may amend or replace it and the rules promulgated thereunder and to enable us and grantees thereunder to benefit from Section 102 of the Israeli Tax Ordinance and the Commissioner’s Rules; and (ii) to enable us to grant options and issue shares outside the context of Section 102 of the Israeli Tax Ordinance. Options granted under the Option Plan will become exercisable ratably over a period of three to five years or immediately in certain circumstances, commencing with the date of grant. The options generally expire no later than 10 years from the date of grant. Any options, which are forfeited or canceled before expiration, become available for future grants. As of December 31, 2009, 3,227,519 ordinary shares are available for future grants of options, warrants, shares and other financial instruments.

As a result of an amendment to Section 102 of the Israeli Tax Ordinance as part of the 2003 Israeli tax reform, and pursuant to an election made by us thereunder, capital gains derived by optionees arising from the sale of shares issued pursuant to the exercise of options granted to them under Section 102 after January 1, 2003 will generally be subject to a flat capital gains tax rate of 25%. Previously, such gains were taxed as salary income at the employee’s marginal tax rate (which could be up to 50%). However, as a result of this election, we will no longer be allowed to claim as an expense for tax purposes the amounts credited to such employees as a benefit when the related capital gains tax is payable by them, as we had previously been entitled to do under Section 102. For certain information as to the Israeli tax reform, see “Taxation.” In Item 10.

On June 27, 2007, our Compensation Committee and Board of Directors approved a new option plan under which the Company may grant stock options to the U.S. employees of the Company and its subsidiaries. Under this new option plan, the Company may grant both qualified (for preferential tax treatment) and non-qualified stock options. On August 15, 2007 the new option plan was approved by the shareholders of the Company at the general shareholders meeting. 

During 2007 the Board of Directors approved grants of options as follows:

Number of options granted	Exercise price
37,400	4.412
71,500	5.100
21,000	4.900
62,333	0.014
47,372	0.058
5,500	4.850
141,500	4.640
34,000	4.120

An additional 217,600 options were granted during 2007 to related parties including directors.

During 2008, the Board of Directors approved grants of options as follows:

Number of options granted		Exercise price
	2,000		3.38
	43,000		1.88

In September 2008, the Board of Directors approved a re-pricing of options for three executive officers for a total of 149,600 options, which had exercise prices ranging from $2.47 to $14.8235. The re-pricing changed the exercise price of the options to $1.86. The incremental compensation cost at the date of the modification was $66,000 of which $59,000 was recognized during 2008.

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In December, 2008, according the Special General Meeting, 20,400 options held by a director, with an exercise price of $5, were re-priced to an exercise price of $1.1 and it was decided that all such options with an expiration date prior to October 27, 2013 shall nonetheless be exercisable until October 27, 2013. The Special General Meeting approved also the re-pricing and the extension (if applicable) of 334,217 options held by related parties. See notes 15a and 15b in the financial reports. The incremental compensation cost at the date of the modification amounted to $44,000 and was recognized as expense since all of the options were fully vested.

On January 9, 2009, according to the board resolution on October 27, 2008 and the Special General Meeting dated December 21, 2008, we granted to: a) Chairman of the Board of Directors; b) a member of the Company’s Board of Directors who is also one of the co-founders; c) one of the co-founders of the Company and d) another member of the Company’s Board of Directors options to purchase up to: 256,456, 179,966, 126,944 and 42,121 shares of the Company, respectively. The options have an exercise price of NIS 0.0582235 per share, vest immediately and expire after ten years. The options were granted as a partial payment for certain liabilities with respect to the terms of their appointment with us.

On March 12, 2009, we granted options to purchase up to 161,718 shares to several employees and ex-employees as compensation for waiving part of their payroll. The options have an exercise price of NIS 0.0582235, vested immediate and will expire after ten years.

A summary of our stock option activity and related information is as follows:

	Year ended December 31
	2007					2008						2009
	Number of options			Weighted average exercise price		Number of options			Weighted average exercise price			Number of options			Weighted average exercise price
Outstanding at beginning of year		553,902		$	5.12		1,076,756		$	4.43			981,462		$	2.55	(*)
Granted		638,205		$	3.86		45,000		$	1.95			626,194		$	0.015
Exercised		(25,968	)	$	3.16		(27,032	)	$	0.32			(93,056	)	$	0.015
Canceled and forfeited		(89,383	)	$	5.06		(113,262	)	$	6.17			(166,435	)	$	3.30
Outstanding at end of year		1,076,756		$	4.43		981,462		$	2.55	(*)		1,348,165		$	1.47	(*)
Exercisable at end of year		591,485		$	4.81		663,021		$	2.51	(*)		1,272,016		$	1.39	(*)

(*) The weighted average exercise price, presented as of December 31, 2008 and 2009, is after the re-pricing made during 2008, as mentioned in Note 15 in the financial statements.   The weighted average fair value of options granted during the reported periods was $2.87, $0.88 and $0.44, per option, for the years ended December 31, 2007, 2008 and 2009, respectively.   The fair value of these options was estimated on the date of grant using the Black & Scholes option pricing model. The following weighted average assumptions were used for the 2007, 2008 and 2009 grants: risk-free rate of 4.05%, 4.24% and 2.25%, respectively, dividend yield of 0%, expected volatility factor of 57.20%, 52.29% and 193.27%, respectively and expected term of 3.6, 4 and 2.08 years, respectively. In 2009 the fair value of only 125,142 options were calculated using the Black & Scholes option pricing model, for all other options granted in 2009, the fair value was the salary that was paid by options instead of cash.   The expected volatility was based on the historical volatility of the Company’s stock. The expected term was based on the historical experience and based on Management estimate.   Compensation expenses recognized by the Company related to its share-based employee compensation awards were $1,032,000, $856,000 and $483,000 based on the provisions of SFAS 123R for the years ended December 31, 2007, 2008 and 2009, respectively.

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The following table summarizes the allocation of the stock-based compensation charge.

	Year ended December 31,
	2007		2008		2009
	(In thousands of US Dollars)
Cost of revenues	$	5	$	16	$	7
Research and development expenses		336		353		200
Selling and marketing expenses		158		151		43
General and administrative expenses		533		336		177
	$	1,032	$	856	$	427

The options outstanding and exercisable as of December 31, 2009, have been separated into ranges of exercise prices as follows:

Range of exercise price	Options outstanding as of December 31, 2009		Weighted average remaining contractual life (years)		Weighted average exercise price		Aggregate  intrinsic value		Options exercisable as of December 31, 2009		Weighted average exercise price		Aggregate intrinsic value
$ 0.01 - $ 0.06		595,425		9.71		0.016	$	110		589,261		0.016	$	109
$1.10 - $ 1.88		495,417		4.96		1.33		-		460,200		1.33		-
$ 2.47 - $ 3.38		33,626		3.25		2.99		-		33,626		2.99		-
$ 4.12 - $ 4.90		131,397		3.36		4.46		-		109,262		4.43		-
$ 5.00 - $ 5.24		75,300		4.18		5.07		-		62,667		5.08		-
$ 14.82		17,000		2.25		14.82		-		17,000		14.82		-
		1,348,165				1.47				1,272,016		1.39

The aggregate intrinsic value of the above table represents the total intrinsic value, based on the Company’s stock price of $0.2 as of December 31, 2008, less the weighted average exercise price per range. This represents the potential amount received by the option holders had all option holders exercised their options as of that date.

The total intrinsic value of options exercised during the years ended December 31, 2007, 2008 and 2009 was $62,000, $53,000 and $36,000, respectively, based on the Company’s average stock price of $5.57, $2.26 and $0.4, during the years ended respectively.

A summary of the status of the Entity’s non-vested options granted to employees as of December 31, 2009 and changes during the year ended December 31, 2009 is presented below:

	Options			Weighted–average grant-date fair value
Non-vested at January 1, 2009		318,441		$	2.21
Granted		626,194		$	0.44
Vested (including cancelled and exercised)		(739,244	)	$	0.82
Forfeited		(129,242	)	$	2.21
Non-vested at December 31, 2009		76,149		$	1.15

As of December 31, 2009, there was $103,000 total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the stock option plans, of which, $98,000 during the year 2010 and $5,000 during the year 2011.

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ITEM 7.    Major Shareholders and Related Party Transactions.

A. Major shareholders

The following table lists the beneficial ownership of our securities as of the filing date of this Annual Report by each person known by us to be the beneficial owner of more than 5% of the outstanding shares of any class of our securities.

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. The principal address of our Beneficial Owners listed below (all but Sigma Waves Ltd., Special Situations Fund III, L.P., Special Situations Fund III, Q.P, Special Situations Cayman Fund, L.P. and Homeland Security Capital Corporation) is c/o Vuance Ltd., Sagid House “Hasharon Industrial Park” P.O.B 5039, Qadima 60920 Israel. We believe that all persons named in the table, except HMSC, Mr. Rozen, Mr. Landman, and Sigma Waves Ltd. have sole voting and sole investment power with respect to all shares beneficially owned by them. All figures include ordinary shares issuable upon the exercise of convertible bonds, options and warrants exercisable within 60 days of the filing date of this Annual Report and deemed to be outstanding and beneficially owned by the person holding those bonds, options or warrants for the purpose of computing the percentage ownership of that person, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. None of the following major shareholders have different voting rights from the other holders of our ordinary shares.

Name of Beneficial Owner	Number of Shares Beneficially Owned		Percentage of Shares Outstanding
Sigma Waves Ltd. (1)		398,881		5.49	%
Avi Landman (2)		616,146		8.24	%
Eli Rozen (3)		965,584		12.35	%
Special Situations Fund III, L.P. (“SSF”)(4)		*		*
Special Situations Fund III, Q.P. (“SSFQP”)(5)		1,466,166		18.99	%
Special Situations Cayman Fund, L.P. (“Cayman”)(6)		**		**
Homeland Security Capital Corporation (“HMSC”) (7)		692,660		9.54	%
Investor through convertible bond (8)		939,583		11.45	%
Yitzchak Babayov (9)		1,618,461		22.04	%

(1) Includes (a) 398,881 shares held directly by Sigma Waves Ltd., and (b) options to purchase 0 ordinary shares which are currently exercisable or exercisable within 60 days of the filing date of this Annual Report.

(2) Includes (a) 398,780 ordinary shares held by Avi Landman, of which 85,000 shares are held by Ashland, and (b) options to purchase 217,366 ordinary shares which are currently exercisable or exercisable within 60 days of the filing date of this Annual Report.

(3) Includes (a) 412,311 shares held directly by Eli Rozen, and (b) options to purchase 553,273 ordinary shares which are currently exercisable or exercisable within 60 days of the filing date of this Annual Report, of which 376,462 ordinary shares are held by Finel.

(4) * Includes (a) 0 ordinary shares, (b) 790,247 shares held by its affiliate, SSFQP, (c) warrants held by SSFQP to purchase 197,292 ordinary shares which are currently exercisable or exercisable within 60 days of the filing date of this Annual Report, (d) convertible bond which can be convert into 163,333 ordinary shares (e) 217,113 ordinary shares held by its affiliate, Cayman, (f) warrants held by Cayman to purchase 53,660 ordinary shares which are currently exercisable or exercisable within 60 days of the filing date of this Annual Report and (g) convertible bond which can be converted into 44,521 ordinary shares.

(5) Includes (a) 790,247 ordinary shares, (b) warrants to purchase 197,292 ordinary shares which are currently exercisable or exercisable within 60 days of the filing date of this Annual Report, (c) convertible bond which can be converted into 163,333 ordinary shares, (d) 0 shares held by its affiliate, SSF,  (e) 217,113 ordinary shares held by its affiliate, Cayman, and (f) warrants held by Cayman to purchase 53,660 ordinary shares which are currently exercisable or exercisable within 60 days of the filing date of this Annual Report and (g) convertible bond which can be convert into 44,521 ordinary shares.

(6) **Includes (a) 217,113 ordinary shares, (b) warrants to purchase 53,660 ordinary shares which are currently exercisable or exercisable within 60 days of the filing date of this Annual Report, (c) convertible bond which can be convert into 44,521 ordinary shares, (d) 790,247 shares held by its affiliate, SSFQP, (e) warrants held by SSFQP to purchase 197,292 ordinary shares which are currently exercisable or exercisable within 60 days of May 31, 2010, (f) convertible bond which can be convert into 163,333 ordinary shares and (g) 0 ordinary shares held by its affiliate, SSF.

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(7) HMSC granted an irrevocable power of attorney to our Chairman of the Board of Directors to exercise all voting rights related to its Vuance Shares until the sale or transfer of such Vuance Shares by HMSC to an unaffiliated third party in an arm’s-length transaction. (The shares are subject to a lock-up and are not registered (see note 1a to the financial reports below).)

(8) Includes (a) warrants to purchase 106,250 ordinary shares which are currently exercisable or exercisable within 60 days of May 31, 2009, (b) convertible bond which could be converted into 833,333 ordinary shares.

(9) Includes (a) 1,538,461 ordinary shares held by Yitzchak Babayov, and (b) warrants to purchase 80,000 ordinary shares, which are currently exercisable or exercisable within 60 days of the filing date of this Annual Report. We intend to ask our shareholders to approve and ratify at our next annual general meeting that the purpose of the private placement of the shares and a warrant to purchase 535,846 shares was to provide Mr. Babayov with more than twenty five percent (25%) of our issued and outstanding shares in accordance with Israeli law, which exempts such an acquisition from Israeli tender offer requirements. Accordingly, we did not include Mr. Babayov’s warrant to purchase 535,846 ordinary shares in the table above.

To the best of our knowledge based on the information known to us, there has not been any significant change in the percentage ownership of the our major shareholders during the last three years other than changes resulting from our private placements in 2005, the issuance of convertible bonds in November, 2006, the shares issued according to the acquisition of SHC, the exercise of warrants issued in those offerings, the grant of options to Messrs. Rozen, Landman and Hassan, and Mr. Hassan’s subsequent transfer of the beneficial ownership of his shares to Sigma Waves Ltd., and the shares issued to Mr. Yitzchak Babayov.

As of December 31, 2009 and June 29, 2010, to the best of our knowledge based on the information available to us, we had approximately 29 registered holders of our ordinary shares, and approximately 425 beneficial holders of our ordinary shares, respectively.

To the best of our knowledge based on the information currently available to us, there are no existing arrangements that may at a future date result in a change of control of Vuance, except for a voting agreement entered into by and between Mr. Eli Rozen, Mr. Avi Landman and  Sigma Waves Ltd. However there is no assurance that this agreement will result in a change of control.

B. Related Party Transactions

It is our policy to enter into transactions with related parties on terms that, on the whole, are no less favorable than those that would be available from unaffiliated parties. Based on our experience in the business segments in which we operate and the terms of our transactions with unaffiliated third parties, we believe that all of the transactions described below met our policy standards at the time they occurred.

On October 1, 2001, we entered into a consulting agreement with a company owned by the Chairman of our Board of Directors who was one of our co-founders. In consideration of these consulting services, we have undertaken to pay $10,500 per month plus motor vehicle expenses. In addition, we pay $1,500 per month as a director’s fee. During 2009 we paid $32,000 pursuant to this agreement. (Regarding the partial payment in options during 2008 and 2009, see Note 15d, in the financial reports.)

In December, 2008, according the Special General Meeting (see note 15f in the financial reports), 296,817 options with an exercise price in the range of $2.4706 to $5 were re-priced to $1.1 and all such options with an expiration date prior to October 27, 2013, shall nonetheless be exercisable until October 27, 2013.

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On October 1, 2001, we entered into a consulting agreement with a company owned by a member of our Board of Directors, who was also one of our co-founders and a principal shareholder. On January 13 2005, the General Shareholders Meeting approved the following amendments to the consulting agreement:

ћ As of the date of the approval of the General Shareholders Meeting, the consideration shall be to an amount of $7,000 per month.

ћ Upon the termination of the car lease agreement, to increase the car lease, to a price of up to NIS 4,200 (approximately $ 1,100 as of December 31, 2009), (excluding tax) per month.

In addition, the Company pays $1,500 per month as a director’s fee. In 2009, we paid $22,000 pursuant to this agreement.  (Regarding the partial payment in options during 2008 and 2009, see Note 15d, in the financial reports.)

In December, 2008, according the Special General Meeting (see note 15b in the financial reports), 37,400 options with an exercise price in the range of $2.4706 to $5 were re-priced to $1.1 and all such options with an expiration date prior to October 27, 2013 shall nonetheless be exercisable until October 27, 2013.

On October 1, 2001, we entered into a consulting agreement with a company owned by one of the co-founders of the Company. In consideration for these services, we have undertaken to pay $4,600 per month plus motor vehicle expenses. During 2009, we paid $15,000, pursuant to this agreement. (Regarding the partial payment in options during 2008 and 2009, see Note 15d, in the financial reports.)

On January 13, 2005, the General Shareholders Meeting approved, among other things, the Board of Directors’ decision dated October 4, 2004 to grant options to acquire up to 51,001 ordinary shares to the Chairman of the Board of Directors and 8,500 ordinary shares to each of the two directors of the Company, who are not “outside directors.” The exercise price of the options is $5 per share. Those options were granted as compensation for their efforts in completing a private placement during 2004.

On January 21, 2007, the General Shareholders Meeting approved the grant of options to the Chairman of the Board of Directors and to a director who is one of the co-founders to acquire up to 51,000 and 20,400 ordinary shares of the Company, respectively, at an exercise price of $5.

On April 29, 2007, the General Shareholders Meeting approved the grant of options to the Chairman of the Board of Directors and to two external directors to acquire up to 85,000 and 40,800 ordinary shares of the Company, respectively, at an exercise price of $4.118 and $5, respectively.

On August 15, 2007, the General Meeting of Shareholders approved the grant of options to a director to acquire up to 20,400 ordinary shares of the Company, at an exercise price of $5. In December 2008 according the Special General Meeting (see Note 15f below), the options were re-priced to $1.1 and all such options shall nonetheless be exercisable until October 27, 2013.

On December 21, 2008, the Special General Shareholders Meeting approved that as part of a cost cutting plan, all of our non-external directors will join a temporary arrangement pursuant to which the remuneration payable to them shall be paid in fully vested options to purchase shares of the Company instead of in cash, effective October 1, 2008, for a minimum period of three months, with an option to us to extend it from time to time for additional consecutive periods of up to twelve (12) months in the aggregate. In addition (a) all options held by the Participants on October 27, 2008 shall be re-priced so that the exercise price thereof shall be $1.10 (the closing price of our ordinary shares on October 27, 2008), and (b) all such options with an expiration date prior to October 27, 2013 shall nonetheless be exercisable until October 27, 2013.

During the year 2009, according to the board resolution on October 27, 2008 and the Special General Meeting dated December 21, 2008, we granted to (a) our Chairman of the Board of Directors, (b) a member of our Board of Directors who is also one of our co-founders, (c) one of the co-founders, and (d) another member of our Board of Directors options to purchase up to 256,456, 179,966, 126,944 and 42,121 shares, respectively. The options have an exercise price of 0.0582235 NIS per share, vesting immediately, and will expire after ten years. The options were granted as a partial payment for certain liabilities with respect to the terms of their appointment with us.

As of December 31, 2009, we accrued $79,000 as expenses arising from related party transactions providing for consulting services.

As of December 31, 2009, we accrued $252,000 as employee and payroll expenses arising from a bridge loan that we received from our Chairman of the Board of Directors. This loan was paid in full by us on January 10, 2010.

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C. Interests of Experts and Counsel

Not applicable.

ITEM 8.    Financial Information.

A. Consolidated Statements and Other Financial Information (Audited)

Refer to Item 18, which contains the following financial statements:

• Consolidated Balance Sheets

• Consolidated Statements of Operations

• Statements of Changes in Shareholders’ Equity

• Consolidated Statements of Cash Flows

• Notes to Consolidated Financial Statements

   Export Sales

   Sales in Israel during each of the years 2007, 2008 and 2009 was $371,000, $294,000 and $72,000, respectively. Export sales during each of the years 2007, 2008 and 2009 was $11,865,000 (97% of the total sales volume), $17,818,000 (98% of the total sales volume) and $9,232,000 (99% of the total sales volume), respectively.

   Legal Proceedings

               We are party to legal proceedings in the normal course of our business. Other than as described below, there are no material pending legal proceedings to which we are a party or of which our property is subject. Although the outcome of claims and lawsuits against us cannot be accurately predicted, we do not believe that any of the claims and lawsuits described in this paragraph, individually or in the aggregate, will have a material adverse effect on our business, financial condition, results of operations or cash flows for any quarterly or annual period.

On January 20, 2008, the Manufacturers Association of Israel (the “Plaintiff”) filed a lawsuit with the labor court in Tel Aviv-Jaffa (the “Court”) against us, seeking an amount of NIS 82,789 + VAT (as of June 20, 2008 approximately $25,700 + VAT) for service fees for the years 2001-2007, as well as legal expenses and attorney's fees of the Plaintiff. In addition, the Plaintiff has asked the Court to instruct us to submit the necessary documentation, certified by the Company's accountant, needed to calculate the service fees sought by the Plaintiff.  During 2008, we and the Plaintiff reached a settlement; accordingly, we paid $8,000, as a compromise that was included in the financial reports in 2008.

In April 2004, the Department for Resources Supply of the Ministry of Ukraine (the “Department”) filed with the International Commercial Arbitration Court at the Ukrainian Chamber of Commerce and Industry (the “Arbitration Court”) a claim to declare Contract No. 10/82 (the “Contract”), dated April 9, 2002, between us and the Ministry of Internal Affairs of Ukraine (the “Ministry”) void due to defects in the proceedings by which we were awarded the Contract. In July, 2004, the Arbitration Court declared the Contract void. On April 27, 2005, we appealed the decision in the High Commercial Court of Ukraine. In May, 2005, the Department filed with the Arbitration Court a new statement of claim for restitution of $1,047,740, paid to us by the Department under the Contract. On September 27, 2005, we received a negative award issued by the Arbitration Court in the second claim (the “Award”). On December 12, 2005, we were informed that the Supreme Court of Ukraine had dismissed our appeal regarding the July, 2004 decision. On June 29, 2006, the Supreme Court of Ukraine held that the Arbitration Court award was valid and legal under applicable law.

On September 28, 2008, the Department filed a petition (the “Petition”) in the Central District Court of Israel (the “Court”), under which the Department requested the approval of the Award as a valid foreign arbitral award under the laws of the State of Israel.

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During November 2008, we filed with the Court an objection to the Petition and a petition to declare the Award null and void. Our objection and petition rely on what we believe to be well-based evidence that we have against the manner under which the arbitration proceedings were conducted by the Arbitration Court and against their validness and legality. We believe that the arbitration proceedings were conducted partially and jeopardized our basic rights. Our claims are also corroborated by a contrary legal opinion written in the arbitration decision by one of the arbitrators (“Arbitrator”).

On February 16, 2009 the Department filed its response to our claims (the “Response”). The Department raised in its Response procedural and other claims, including a claim that we filed in Ukraine a monetary claim which is based on the Award and the filing of such claim basically affirms our acknowledgment that the Award is valid. On March 25, 2009, we filed a response to the Department’s response and a requisition to order the Arbitrator to testify in the scope of the Petition proceedings (the Court’s decision regarding the said request has not been given yet).

On June 6, 2009, a preliminary court session was held regarding the Petition. During the session, the Department’s counsel claimed that one of the two machines that we previously supplied pursuant to the Contract (which machine is priced higher than the amount of the Department’s claim), was not supplied to the Department and was transferred by us to another Ukrainian governmental authority. It is noted that we have documents that evidence that, contrary to the Department’s claim, we supplied both of the machines directly to the Department.

At a hearing held on September 23, 2009, the Court accepted our application to summon the Arbitrator as a witness, subject to our deposit of €5,000 to ensure repayment of the Arbitrator’s costs for appearing. Testimony hearing sessions are currently scheduled for November 29-30, 2010, with respect to our witnesses, and January 17-18, 2011, with respect to the Petitioner’s witnesses.

Based on the opinion of our legal advisors, we believe that the above mentioned Ukraine Arbitration Court decision is incorrect, as a matter of law, that the Ukrainian government’s claim has no merit and that the Ukrainian Arbitration Proceedings were legally defective. We further believe that there is a good chance that Petition will be denied. Therefore no provision has been made in the financial statements with respect to the claim for restitution of $1,047,740.

We did not have any revenues from this project in 2007, 2008 or 2009.

On October 30, 2003, SuperCom Slovakia, a subsidiary (66%) of Vuance Ltd., received an award from the International Arbitral Centre of the Austrian Federal Economic Chamber (“IAC”), in a case against the Ministry of Interior of the Slovak Republic relating to the agreement on delivery of Technology, Cooperation and Services signed on March 17, 1998. Upon the Arbitral Award, the Ministry of Interior of the Slovak Republic was ordered to pay SuperCom Slovakia the amount of SKK 80,000,000 (approximately $3,806,000 as of December 31, 2009) plus interest accruing from March, 1999. In addition, the Ministry of Interior of the Slovak Republic was ordered to pay the costs of arbitration in the amount of EUR 42,716 (approximately $61,000 as of December 31, 2009) and SuperCom Slovakia’s legal fees in the amount of EUR 63,611 (approximately $91,000 as of December 31, 2009). We have begun an enforcement proceeding to collect the arbitral award. The Ministry of Interior of the Slovak Republic filed a claim with the Commercial Court in Vienna, Austria on February 10, 2004, whereby it challenged and requested to set aside the arbitral award. During September, 2005, the commercial court of Vienna dismissed the claim. On October 21, 2005, the Ministry of the Interior of the Slovak Republic filed an appeal. On August 25, 2006, the Austrian Appellate Court rejected the appeal and ordered the Ministry to reimburse Supercom Slovakia´s costs of the appellate proceeding in the amount of EUR 6,688 within 14 days. On October 3, 2006, we were informed that the Ministry had decided not to file an extraordinary appeal to the Austrian Supreme Court’s decision rejecting its appeal. To date, our efforts to enforce the Commercial Court’s decision have been unsuccessful.

                On December 16, 1999, Secu-Systems Ltd. (“Secu-systems”) filed a lawsuit with the District Court in Tel-Aviv-Jaffa jointly and severally against us and InkSure Ltd. (“InkSure”) (our former subsidiary, which became a subsidiary of InkSure Technologies, Inc.) seeking a permanent injunction and damages arising from the printing method applied to certain products developed by Inksure. In its lawsuit, the plaintiff asserted claims of breach of a confidentiality agreement between the plaintiff and us, unjust enrichment by us and InkSure, breach of fiduciary duties owed to Secu-systems by us and InkSure, misappropriation of trade secrets by us and InkSure, and damage to Secu-systems’ property. On March 15, 2006, the Court denied the breach of contract claim, but upheld the claim for misappropriation of trade secrets and ordered InkSure and us to cease all activity involving the use of the confidential knowledge and/or confidential information of the plaintiff. In addition, the court ordered us and Inksure to provide a report certified by an accountant setting forth in full the income and/or benefit received by InkSure and us as a result of the misappropriation activity through the date of the judgment, and ordered us and Inksure, jointly and severally, to pay to Secu-systems compensation in the sum of NIS 100,000 ($26,500 as of December 31, 2009) and legal expenses as well as attorney’s fees in the sum of NIS 30,000 ($7,950 as of December 31, 2009). Secu-systems has filed an appeal, and we and InkSure filed a counter-appeal, on the ruling above. On November 1, 2007, the Supreme Court accepted Secu-systems’ appeal, and stated that Inksure and us have breached the confidentiality agreement. Consequently, the appeal that had been filed by Inksure and us was dismissed. The Supreme Court instructed that the case will be returned to the District Court for determining the remedies to which Secu-Systems is entitled.

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On February 18, 2008, the Plaintiff filed a petition with the District Court asking the court to allow Secu-systems to amend the amount for which it sued as stated in the Statement of Claims to NIS 25,000,000 (approximately $6,623,000 as of December 31, 2009). The petition is mainly based on the fact that in 2002, Inksure was sold by us to a third party for a consideration of approximately $6,000,000 and upon Secu-systems’ assertion that such amount of consideration constitutes a benefit and/or profit which seems to have been derived from the breach of the confidentiality agreement and upon the assertion that Secu-systems is entitled, in light of the Supreme Court’s ruling with respect to the breach of the confidentiality agreement, to receive such amount. Another argument made by Secu-systems relates to the profit which Inksure, allegedly, generated from the breach of the confidentiality agreement; this argument is based on a gross profit of $6,400,000 according to the financial statements of Inksure for the years 2002-2007.

On March 24, 2008, we provided our lawyers with an opinion of subject matter consultant, according to which, the following conclusions can be drawn:

a. In light of the costs analysis, we had no economical profit from the sale of Inksure’s shares.

b. The consideration received from the sale of Inksure’s shares in 2002, incorporates the value of the cash flow of Inksure following the sale. Therefore, a calculation based upon both the sale price and the future cash flow of Inksure is not accurate and is not line with customary accounting standards, since it calculates the factor of the future cash flow twice.

c. The examination of the results of Inksure’s business activity in 2002-2007, as reflected in its financial reports, show that Inksure has not made any profits, and even suffered losses in the said period. The financial reports also show that Inksure had a negative cash flow in these years, which was financed by bank loans and fund raising.

On September 8, 2009 the District Court denied Secu-systems’ petition to amend the amount for which it sued. However, the District Court allowed Secu-systems to submit evidence to show that the reports which we submitted along with Inksure were incorrect in order to prove Secu-systems’ damages. On December 15, 2009 Secu-systems filed affidavits of prime testimony on its behalf and we filed a request to strike the affidavits for being outside of the scope of the District Court's decision of September 8, 2009. The District Court suggested that the parties attempt to resolve this dispute through mediation. All of the parties agreed to mediate the matter.

During the course of the mediation process an agreement was reached in principle, according to which the mediator will be authorized to determine a sum, within the range of NIS 750,000 (approximately $199,000 as of December 31, 2009) and NIS 1,000,000 (approximately $265,000 as of December 31, 2009), which we shall pay to Secu-systems in ten (10) equal, consecutive installments. It should be noted that despite reaching an agreement in principle, we have not entered into a definitive agreement.

In light of the above, we have made an allowance of $230,000 that reflects the expected legal expenses related to this litigation.

We lease office space in Qadima, Israel, from Somet HaSharon (“Somet”) under a lease agreement entered into in 2005.  In 2009, we discovered a discrepancy in the lease agreement between the amount of space indicated as leased in the agreement and the amount of space actually possessed by us. Accordingly, we sent Somet a set-off notice regarding the excess lease payments that, according to us, Somet has collected from us from the commencement of the lease period. We agreed along with Somet to submit the dispute to arbitration.

On February 19, 2009, the first arbitration session was held and a time table was established for submitting our statements of claims.  On June 14, 2009, we submitted our statement of defense, as well as a statement of counterclaim, and Somet submitted responses to our statements approximately two weeks before the date set for the hearing. The hearing was held on August 18, 2009.

On June 28, 2010, we received the arbitral award, which indicated that the claim against us was accepted and our counterclaim was rejected. In addition, legal expenses in the amount of NIS 20,000 (approximately $5,000 as of December 31, 2009) were awarded in favor of Somet.  In consequence of the arbitral award, the arbitrator handed over to Somet the checks that we had drawn and deposited with the arbitrator as security.

As of the filing date of this Form 20-F we have not filed a petition seeking to annul the arbitral award.

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On March 26, 2010, two former employees of Vuance, Inc., our wholly-owned U.S. subsidiary, filed suit against Vuance, Inc. in the Circuit Court for Milwaukee County. The plaintiffs allege that each was a party to an employment agreement with Vuance, Inc. and that Vuance, Inc. breached such agreements. The employment agreements provide, among other terms, that any dispute arising under or in connection with the employment agreements shall be resolved by third-party mediation and, failing such mediation, by binding arbitration. Accordingly, we have agreed to mediate the dispute. The plaintiffs’ claims for damages are in the aggregate, in excess of $168,000. Vuance, Inc. made an allowance of $168,000, in 2009 to reflect the expected expenses related to this litigation.

Dividend Policy

We have not distributed a cash dividend since August 27, 1997 and we do not anticipate any dividend distribution in the foreseeable future. Under the Israeli Companies Law, dividends may only be paid out of profits legally available for distribution (the “Profits Criteria”) and provided that there is no reasonable concern that such payment will prevent us from satisfying our existing and foreseeable obligations as they become due. In addition, a competent court may approve, as per a motion to be filed by a company in accordance with the Israeli Companies Law requirements, a payment which does not meet the Profit Criteria, provided that the court was convinced that there is no reasonable concern that such payment will prevent the company from satisfying its existing and foreseeable obligations as they become due.

In accordance with our Articles of Association, our Board of Directors may from time to time declare and cause the Company to pay to the shareholders such interim or final dividends as the Board of Directors deems appropriate considering the profits of the Company and in compliance with the provisions of the Israeli Companies Law.

Subject to the rights of the holders of shares as to dividends, and to the provisions of our Articles of Association, dividends, whether in cash or in bonus shares, shall be paid or distributed, as the case may be, to shareholders pro rata to the amount paid up or credited as paid up on account of their shares, without taking into consideration any premium paid thereon.

B.   Significant Changes

There have not been any significant changes since the date of the annual financial statements included under Item 18 of this Annual Report.

ITEM 9.    The Offer And Listing.

A. Offer and Listing Details

The tables included below set forth information regarding the price history of the ordinary shares on the Euronext Brussels stock market and the OTC Bulletin Board/NASDAQ for the periods indicated.

We were traded on the NASDAQ Europe stock market since April 19, 1999. On October 23, 2003, following the closing of the NASDAQ Europe stock market, we transferred the listing of our shares to Euronext Brussels stock market where we traded under the symbol “VUNC.” We applied for delisting of our shares from the Euronext Brussels stock market, and our application was approved on May 6, 2008, effective August 4, 2008.

Our ordinary shares were quoted on the OTC Bulletin Board Market under the symbol “VUNC.OB,” from November 5, 2004 until August 22, 2007.

Our ordinary shares approved for listing on NASDAQ and began trading effective August 23, 2007. The shares are traded on NASDQ under the symbol “VUNC.”

On December 11, 2008, we received a letter from NASDAQ advising us that we did not comply with the Listing Requirements. As a result, the NASDAQ Staff began reviewing our eligibility for continued listing on NASDAQ. To facilitate their review, the NASDAQ Staff requested that we provide our specific Plan.  After we submitted the Plan, on March 30, 2009 we received further correspondence from NASDAQ that we did not comply with the Listing Requirements, and therefore, trading of our ordinary shares would be suspended at the opening of business on April 8, 2009, and a form 25-NSE would be filed with the SEC removing our securities from listing and registration on NASDAQ, unless we requested an appeal of the delisting decision by NASDAQ. 

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We appealed the NASDAQ determination to a NASDAQ Listings Qualifications Panel (the “Panel”), which automatically stayed the delisting of our ordinary shares until the Panel reached a decision.  On June 17, 2009, the Panel granted our request for an extension of time to achieve full compliance with the Listing Requirements.

On September 29, 2009 we received a NASDAQ Staff Determination letter indicating that we failed to comply with the minimum stockholders’ equity requirement of $2.5 million as set forth in Listing Rule 5550(b) (formerly Marketplace Rule 4310(c)(3)). As a result, our securities were delisted from The Nasdaq Stock Market and trading in our shares was suspended effective at the open of business on October 1, 2009.

We had been advised by Pink OTC Markets Inc., which operates an electronic quotation service for securities traded over-the-counter, that our securities were immediately eligible for quotation in the Pink Sheets effective as of the open of business on October 1, 2009. Our ordinary shares are currently quoted under the ticker symbol “VUNCF”.

The following table shows, for the periods indicated, the high and low closing prices of our ordinary shares in Euros as reported on the NASDAQ Europe stock market or the Euronext Brussels stock market, as applicable until August 4, 2008 (conversion to U.S. dollars is based on the exchange rate published by the Bank of Israel). The following table also shows, for the periods indicated since November 5, 2004, the high and low closing prices of our ordinary shares on the Pink OTC Market or OTC Bulletin Board Market or NASDAQ, as applicable.

The Company has not issued any securities in connection with a pre-emptive issue.

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Period	European market (1)		US market (2)
	Per share ($)		Per share ($)
	High	Low	High	Low
Annual
2005	16.41	3.12	15.06	3.29
2006	6.71	3.18	6.59	3.24
2007	5.28	3.58	6.18	3.82
2008	3.90 (1)	2.40 (1)	4.69	0.29
2009	N/A	N/A	0.68	0.20
Financial quarters
2008
First quarter	4.15	2.81	4.69	2.94
Second quarter	2.91	2.40	3.60	2.75
Third quarter	2.57 (1)	2.41 (1)	2.97	1.76
Fourth quarter	N/A	N/A	2.00	0.29
2009
First quarter	N/A	N/A	0.68	0.24
Second quarter	N/A	N/A	0.64	0.26
Third quarter	N/A	N/A	0.45	0.30
Fourth quarter	N/A	N/A	0.55	0.20
2010
First quarter	N/A	N/A	0.29	0.08
Most recent six months
December 2009	N/A	N/A	0.31	0.20
January 2010	N/A	N/A	0.29	0.19
February 2010	N/A	N/A	0.21	0.13
March 2010	N/A	N/A	0.20	0.08
April 2010	N/A	N/A	0.24	0.10
May 2010	N/A	N/A	0.21	0.18
June 2010	N/A	N/A	0.18	0.16

(1) Our shares were quoted on the NASDAQ Europe stock market since April 19, 1999 and since October 23, 2003, on the Euronext Brussels stock market. We applied for delisting of our shares from the Euronext Brussels stock market, and our application was approved on May 6, 2008, effective August 4, 2008.

(2) Our ordinary shares were quoted on the OTC bulletin board from November 5, 2004 and since August 23, 2007, our ordinary shares were approved for trading on NASDAQ under the symbol “VUNC” and the trade on the OTC Bulletin Board ceased. On October 1, 2009 our ordinary shares started being quoted under the ticker symbol “VUNCF” on the Pink OTC Market.

(3) Share prices are adjusted to give effect to our 1-for-5.88235 reverse share split effective for trading purposes on May 14, 2007.

On June 30, 2010, the last reported sale price of our ordinary shares on Pink Sheets was $0.16 per share.

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B.  Plan of Distribution

Not applicable.

C.   Markets

Our ordinary shares were listed for trade on the Euronext Brussels stock market, from October 23, 2003 under the symbol “SUP,” which became “VUNC” after our corporate name change on May 14, 2007. We applied for delisting of our shares from the Euronext Brussels stock market, and our application was approved on May 6, 2008, effective August 4, 2008.

Since November 5, 2004, our ordinary shares have also traded on the OTC Bulletin Board under the symbol "SPCBF.OB," which, following our recent name change became “VUNCF.OB.” Since August 23, 2007, our ordinary shares were approved for trading on NASDAQ under the symbol “VUNC” and the trade on the OTC Bulletin Board ceased. On October 1, 2009 our ordinary shares started being quoted under the ticker symbol “VUNCF” on the Pink OTC Market.

D.    Selling Shareholders

Not applicable.

E. Dilution

Not applicable.

F. Expenses of the Issue

Not applicable.

ITEM 10.    Additional Information.

A. Share Capital

Not applicable.

B.  Memorandum and Articles of Association

Our Memorandum of Association and Articles of Association are attached hereto as noted in Item 19.

We are a public company organized in the State of Israel under the Israeli Companies Law. We are registered with the Registrar of Companies of the State of Israel and we have been assigned company number 52-00-4407-4.

Set forth below is a summary of certain provisions of our Memorandum of Association (the "Memorandum"), the Articles of Association (the "Articles") and the Companies Law. This description does not purport to be complete and is qualified in its entirety by reference to the full text of the Memorandum and Articles and by Israeli law. The Memorandum, which integrates into the text all amendments thereto since our incorporation, and the Articles, which were adopted in August 2007, are incorporated by reference as exhibits to this Form 20-F.

OBJECTS OF THE COMPANY

Pursuant to Section 2 of the Memorandum, the principal object for which we were established is to engage in the development, manufacture, implementation and marketing of computerized systems in general and computerized systems for producing tags, computerized photograph databases for the purpose of identification and for issuing various certificates in particular; consultation in the above fields; development, manufacture, implementation and marketing of any product based on the knowledge and expertise of the parties; and the purchase, sale, import, export and implementation of any action required to realize the above objectives.

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DIRECTORS

Our Articles provide that the number of directors may be determined from time to time by the Board of Directors, and unless otherwise determined, the number of directors comprising the Board of Directors will be between four and ten. With the exception of our external directors, who are elected for three year terms and may only be elected for two three year terms in accordance with the Israeli Companies Law, our directors are elected for a one year term ending at the following annual general meeting of shareholders, However, if no directors are elected at an annual meeting, then the persons who served as directors immediately prior to the annual meeting shall be deemed reelected at the same meeting. The general meeting may resolve that a director be elected for a period longer than by the next annual general meeting, but not longer than the third next annual meeting. Directors may resign or in certain circumstances be removed by our general meeting prior to the expiration of his term.

The board may appoint additional directors (whether to fill a vacancy or create new directorship) to serve until the next annual shareholders meeting. In case an office of a director has been vacated, the remaining directors may continue to act in every matter so long as the number of its members is not less than the quorum required at the time for meetings of the board. If the number of members of the board decreases below said quorum, the board will not be entitled to act except in case of emergency or for appointing additional directors in order to fill vacant positions on the board or to call a general meeting of the shareholders. The Board of Directors elects one of its members to serve as the Chairman.

The Board of Directors may meet and adjourn its meetings as it deems fit, provided, however, that the board must meet at least once in every three months period. A meeting of the board may be called at the request of each director. The quorum required for a meeting of the board is not less than 30% of the number of directors and in any event not less than two directors. Issues arising at any Board of Directors’ meeting are decided by a majority of votes cast at the meeting. In lieu of a board meeting a resolution may be adopted in writing if signed by all directors, and a meeting may also be held through telephone conference or other communications means, provided however that all participants may hear each other simultaneously.

Subject to the Companies Law, the board may delegate any of its powers to committees consisting of at least three directors, provided that each such committee shall include at least one external director. The Board of Directors may from time to time revoke such delegation or alter the composition of any such committee. Any committee so formed must exercise its powers in accordance with any directions given to it by the board. Under the Companies Law the Board of Directors must appoint an audit committee, comprised of at least three directors and including all of the external directors. The function of the audit committee is to review irregularities in the management of our business and recommend remedial measures. The committee is also required, under the Companies Law, to approve certain related party transactions.

FIDUCIARY DUTIES OF OFFICERS

The Companies Law codifies the fiduciary duties that "office holders," including directors and executive officers, owe to a company. An office holder's fiduciary duties consist of a duty of care and a duty of loyalty. The duty of loyalty includes avoiding any conflict of interest between the office holder's position in the company and his personal affairs, avoiding any competition with the company, avoiding exploiting any business opportunity of the company in order to receive personal advantage for himself or others, and revealing to the company any information or documents relating to the company's affairs which the office holder has received due to his position as an office holder.

APPROVAL OF CERTAIN TRANSACTIONS

Under the Companies Law, all arrangements as to compensation of office holders who are not directors, or controlling parties, require approval of the Board of Directors. Arrangements regarding the compensation of directors also require approval by the audit committee and the shareholders.

The Companies Law requires that an office holder of the company promptly disclose any personal interest that he or she may have and all related material information known to him or her, in connection with any existing or proposed transaction by the company. In addition, if the transaction is an extraordinary transaction as defined under Israeli law, the office holder must also disclose any personal interest held by the office holder's spouse, siblings, parents, grandparents, descendants, spouse's descendants and the spouses of any of the foregoing. In addition, the office holder must also disclose any interest held by any corporation in which the office holder is a 5% or greater shareholder, director or general manager or in which he or she has the right to appoint at least one director or the general manager. An extraordinary transaction is defined as a transaction other than in the ordinary course of business, otherwise than on market terms, or that is likely to have a material impact on the company's profitability, assets or liabilities.

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In the case of a transaction which is not an extraordinary transaction, after the office holder complies with the above disclosure requirement, only board approval is required unless the articles of association of the company provide otherwise. The transaction must not be adverse to the company's interest. Furthermore, if the transaction is an extraordinary transaction, then, in addition to any approval stipulated by the articles of association, it also must be approved by the company's audit committee and then by the Board of Directors, and, under certain circumstances, by a meeting of the shareholders of the company. An office holder who has a personal interest in a matter that is considered at a meeting of the Board of Directors or the audit committee may not be present at the deliberations or vote on this matter. If a majority of the directors has a personal interest in a transaction with us, such directors may be present at the deliberations and vote in this matter, and shareholder approval of the transaction is required.

The Companies Law applies the same disclosure requirements to a controlling shareholder of a public company, which includes a shareholder that holds 25% or more of the voting rights if no other shareholder owns more than 50% of the voting rights in the company. Extraordinary transactions with a controlling shareholder or in which a controlling shareholder has a personal interest, and the terms of compensation of a controlling shareholder who is an office holder, require the approval of the audit committee, the Board of Directors and the shareholders of the company by simple majority, provided that either such majority vote must include at least one-third of the shareholders who have no personal interest in the transaction and are present at the meeting (without taking into account the votes of the abstaining shareholders), or that the total shareholdings of those who have no personal interest in the transaction who vote against the transaction represent no more than one percent of the voting rights in the company.

In addition, a private placement of securities that will increase the relative holdings of a shareholder that holds five percent or more of the company's outstanding share capital (assuming the exercise or conversion of all securities held by such person that are exercisable for or convertible into shares) or voting rights or that will cause any person to become, as a result of the issuance, a holder of more than five percent of the company's outstanding share capital or voting rights, requires approval by the Board of Directors and the shareholders of the company. However, if the receiving party is not a director in the company, its CEO, or a controlling shareholder, and will not become a controlling shareholder as a result of the private placement, shareholder approval is not required if the allotted securities amount to less than twenty percent of the company's outstanding voting rights before the allotment. Since our shares are traded and were offered to the public only outside of Israel, and as long as our shares are not offered to the public or registered for trade in Israel, we are exempted from these limitations concerning private placements.

Under the Companies Law and as long as our Articles are not amended to determine otherwise, certain resolutions, such as resolutions regarding mergers, and windings up, require approval of the holders of 75% of the shares represented at the meeting and voting thereon.

DUTIES OF SHAREHOLDERS

Under the Companies Law, a shareholder has a duty to act in good faith and in a customary way towards the company and other shareholders and to refrain from abusing his or her power in the company including, among other things, when voting in a general meeting of shareholders on the following matters:

ћ any amendment to the articles of association;

ћ an increase of the company's authorized share capital;

ћ a merger; or

ћ approval of interested party transactions which require shareholder approval.

In addition, any controlling shareholder, any shareholder who knows that it possesses power to determine the outcome of a shareholder vote and any shareholder who, pursuant to the provisions of a company's articles of association, has the power to appoint or prevent the appointment of an office holder in the company, is under a duty to act with fairness towards the company. The Companies Law does not describe the substance of this duty but provides that a breach of his or her duty is tantamount to a breach of fiduciary duty of an officer of the company.

EXEMPTION, INSURANCE AND INDEMNIFICATION OF DIRECTORS AND OFFICERS EXEMPTION OF OFFICE HOLDERS

Under the Companies Law, an Israeli company may not exempt an office holder from liability for breach of his duty of loyalty, but may exempt in advance an office holder from liability to the company, in whole or in part, for a breach of his duty of care, provided the articles of association of the company allow it to do so. Our Articles allow us to exempt our office holders from liability towards us for breach of duty of care to the maximum extent permitted by law.

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OFFICE HOLDER INSURANCE

Our Articles provide that, subject to the provisions of the Companies Law, we may enter into a contract for the insurance of the liability of any of our office holders for any act done by him or her by virtue of being an office holder, in respect of any of the following:

ћ a breach of duty of care towards us or any other person,

ћ a breach of fiduciary obligations towards us, provided that the office holder acted in good faith and had reasonable grounds to assume that his or her act would not be to our detriment,

ћ a financial liability imposed on him or her in favor of another person, or

ћ any other event for which insurance of an office holder is or may be permitted.

INDEMNIFICATION OF OFFICE HOLDERS

Our Articles provide that we may indemnify an office holder for the following cases of liability and expenses incurred by him or her as a result of an act done by him or her by virtue of being an office holder:

ћ financial liability imposed upon said office holder in favor of another person by virtue of a decision by a court of law, including a decision by way of settlement or a decision in arbitration which has been confirmed by a court of law;

ћ reasonable expenses of the proceedings, including lawyers’ fees, expended by the office holder or imposed on him by the court for:

 (1) proceedings issued against him by or on behalf of the Company or by a third party;

 (2) criminal proceedings in which the office holder was acquitted; or

 (3) criminal proceedings in which he was convicted in an offense, which did not require proof of criminal intent; or

ћ any other liability or expense for which the indemnification of an officer holder is not precluded by law.

We have obtained directors and officers liability insurance for the benefit of our office holders.

LIMITATIONS ON EXEMPTION, INSURANCE AND INDEMNIFICATION

The Israeli Companies Law provides that a company may not exempt or indemnify an office holder, or enter into an insurance contract, which would provide coverage for any monetary liability incurred as a result of any of the following:

ћ a breach by the office holder of his or her duty of loyalty towards the company unless, with respect to insurance coverage, the office holder acted in good faith and had a reasonable basis to believe that the act would not prejudice the company;

ћ a breach by the office holder of his or her duty of care if the breach was done intentionally or recklessly;

ћ any act or omission done with the intent to derive an illegal personal benefit; or

ћ any fine levied against the office holder.

REQUIRED APPROVALS

In addition, under the Companies Law, any exemption of, indemnification of, or procurement of insurance coverage for, our office holders must be approved by our audit committee and our Board of Directors and, if the beneficiary is a director, an additional approval by our shareholders is required.

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RIGHTS OF ORDINARY SHARES

Our ordinary shares confer upon our shareholders the right to receive notices of, and to attend, shareholder meetings, the right to one vote per ordinary share at all shareholders' meetings for all purposes, and to share equally, on a per share basis, in such dividends as may be declared by our Board of Directors; and upon liquidation or dissolution, the right to participate in the distribution of any surplus assets of the Company legally available for distribution to shareholders after payment of all debts and other liabilities of the Company. All ordinary shares rank pari passu in all respects with each other. Our Board of Directors may, from time to time, make such calls as it may think fit upon a shareholder in respect of sum unpaid in respect of shares held by such shareholder which is not payable at a fixed time, and each shareholder shall pay the amount of every call so made upon him (and of each installment thereof if the same is payable in installments).

MEETINGS OF SHAREHOLDERS

An annual general meeting of our shareholders will be held at least once in every calendar year, not later than 15 months after the last annual general meeting at such time and at such place either within or without the State of Israel as may be determined by our Board of Directors.

Our Board of Directors may, whenever it deems fit, convene a special general meeting. Special general meetings may also be convened upon requisition in accordance with the Companies Law. Our Board is obligated to convene a special general meeting if it receives a written request from any of (a) two Directors or 25% of the total number of Directors; (b) one or more Shareholders, holding at least 5% of our issued share capital and at least 1% of the shareholders’ voting power; or (c) one or more shareholders holding no less than 5% of the our issued voting shares.

MERGERS

A merger of the Company shall require resolution adopted by a simple vote cast at a general meeting, not taking into account abstentions.

C.   Material Contracts

Except for the material contracts described under the sections captioned “Employment Agreements, Termination of Employment and Change-In-Control Arrangements” and “Share Option Plans” under Sections B and E, respectively, under Item 6, we are not a party to any other material contracts outside of the ordinary course of business.

D.   Exchange Controls

Pursuant to a general permit issued in 1998 by the Israeli Controller of Foreign Exchange under the Currency Control Law, 1978 (the "Currency Control Law"), there are virtually no restrictions on foreign exchange in the State of Israel, except for certain reporting obligations. 

E.   Taxation

To the extent that the following discussion is based on new or existing tax or other legislation that has not been subject to judicial or administrative interpretation, there can be no assurance that the views expressed herein will be accepted by the tax or other authorities in question.  This discussion is not intended, nor should it be construed, as legal or professional tax advice and it is not exhaustive of all possible tax considerations.

Israeli Taxation

The following is a summary of the current material Israeli tax laws applicable to companies in Israel with special reference to its effect on us. This section also contains a discussion of certain Israeli government programs from which we may benefit. This summary does not discuss all the acts of Israeli tax law that may be relevant to a particular investor in light of his or her personal investment circumstances or to some types of investors subject to special treatment under Israeli law. Some parts of this discussion are based on new tax legislation that has not been subject to judicial or administrative interpretation. Accordingly, we cannot assure you that the views expressed in the discussion will be accepted by the tax authorities in question. The discussion is not intended and should not be construed as legal or professional tax advice and does not cover all possible tax considerations.

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Potential investors are urged to consult their own tax advisors as to the Israeli or other tax consequences of the purchase, ownership and disposition of our ordinary shares, including, in particular, the effect of any foreign, state or local taxes.

The following discussion describes the material Israeli tax consequences regarding ownership and disposition of Vuance’s ordinary shares applicable to non-Israeli shareholders, including U.S. shareholders.

General Corporate Tax Structure

Israeli companies are generally subject, in 2009, to corporate tax at the rate of 26% on their taxable income. This rate was 29% in the 2007 tax year, 27% for the 2008 tax year and will be 25% for the 2010 tax year. On July 23, 2009, as part of the Arrangements Law for the period 2009-2010, article 126 of the Income Tax Ordinance (New Version) – 1961 was amended, whereby the corporate tax rate would be gradually reduced commencing in the 2011 tax year and thereafter, as follows: 2011 – 24%, 2012 – 23%, 2013 – 22%, 2014 – 21%, 2015 – 20% and 2016 and thereafter – 18%.

Protection against the effects of inflation or changes in the US dollar exchange rate

In the past, in order to avoid erosion of corporate capital in times of high inflation, Israeli companies implemented the Income Tax Law (Adjustment for Inflation) 1985 that adjusted taxable income for changes in the Israeli Consumer Price Index. Since inflation in Israel in recent years has not been significant, the Income Tax Law (Adjustment for Inflation) 1985 was canceled as from the 2008 tax year subject to provisions that were set out.

Taxation of Capital Gains Applicable to Israeli Shareholders and Non-Israeli Shareholders

General

Israeli law generally imposes a capital gains tax on the sale of any capital assets by residents of Israel, as defined for Israeli tax purposes, and on the sale of assets located in Israel, including shares in Israeli companies, by both residents and non-residents of Israel, unless a specific exemption is available or unless a tax treaty between Israel and the shareholder’s country of residence provides otherwise. The law distinguishes between real gain and inflationary surplus. The inflationary surplus is a portion of the total capital gain which is equivalent to the increase of the relevant asset’s purchase price which is attributable to the increase in the Israeli consumer price index or, in certain circumstances, a foreign currency exchange rate, between the date of purchase and the date of sale. The real gain is the excess of the total capital gain over the inflationary surplus.

Israeli residents

Individuals:

Commencing in January 1, 2006, a real capital gain deriving to an individual will be taxed at a rate of 20%, on condition that the income is not classified as business income from the vantage point of the individual. This will apply to the entire real capital gain accrued since the date of purchase, or since January 1, 2003 if the purchase preceded that date.

Notwithstanding the above, the real capital gain will be taxed at a rate of 25% in the following instances:

1. The individual deducts interest expenses and linkage differentials.

2. The seller is a "significant shareholder" at the date of the sale of the securities or at any time during the 12-month period preceding the sale. A "significant shareholder" is defined in general as shareholder who holds, either directly or indirectly, alone or together with another, at least 10% of any form of a means of control in a company. The term "together with another" means together with a relative, or together with someone who is not a relative with which the individual, either directly or indirectly, has a regular cooperative agreement regarding the affairs of the company.

Companies:

The real capital gain on the sale of securities by a company will be taxed at the corporate tax rate applicable during the year of sale, as follows: 2009 – 26%, 2010 – 25%, 2011 – 24%, 2012 – 23%, 2013 – 22%, 2014 – 21%, 2015 – 20%, 2016 – 18%.

Companies that prior to January 1, 2006 were not subject to the Income Tax Law (Adjustments for Inflation) – 1985, will be taxed at a rate of 25% upon the capital gain on the sale of securities in the period 2006-2009.  Based on part 5 of the income tax ordinance instructions and on revision number 147, the real capital gain on the sale and/or redemption of securities by us in connection with this Annual Report will be subject to taxation at the corporate tax rate stated in section 126(A) of the income tax ordinance. This tax rate will gradually decrease to a rate of 18% for the tax year 2016 and for each tax year thereafter.

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Non-Israeli residents:

Generally speaking, Non-residents of Israel will be exempt from capital gain tax in relation to the sale of ordinary shares traded in a stock exchange as long as (a) the capital gains are not accrued or derived by the nonresident shareholder’s permanent establishment in Israel, (b) the ordinary shares in relation to which the capital gains are derived were acquired by the nonresident after the initial listing of the ordinary shares and (c) neither the shareholder nor the capital gain is subject to certain sections of the Israeli income tax ordinance.

However, non-Israeli corporations will not be entitled to such exemption if an Israeli resident (i) has a controlling interest of 25% or more in such non-Israeli corporation, or (ii) is the beneficiary or is entitled to 25% or more of the revenues or profits of such non-Israeli corporation, whether directly or indirectly.

In addition, pursuant to the Income Tax Treaty between Israel and the U.S. (the “Tax Treaty”), gains derived from the sale, exchange or disposition of our ordinary shares by a person who qualifies as a resident of the U.S. within the meaning of the Tax Treaty and who is entitled to claim the benefits afforded to US residents under the Tax Treaty, referred to as a Treaty US Resident, would not be subject to Israeli capital gains tax, unless such US Resident owned, directly or indirectly, shares representing 10% or more of the voting power of our company at any time during the 12-month period preceding such sale, exchange or disposition.

In some instances where our shareholders may be liable to Israeli tax on the sale of their ordinary shares, the payment of the consideration may be subject to the withholding of Israeli tax at the source. However, under the Tax Treaty, such U.S. resident would be permitted to claim a credit for such taxes against the U.S. federal income tax imposed with respect to such sale, exchange or disposition, subject to the limitations in U.S. laws applicable to foreign tax credits. The Tax Treaty does not relate to U.S. state or local taxes.

U.S. Federal Income Taxation

General

The following is a summary of the material U.S. federal income tax consequences of the ownership and disposition of our ordinary shares and warrants. The following discussion is not exhaustive of all possible tax considerations. This summary is based upon the Internal Revenue Code of 1986, as amended (the “Code”), regulations promulgated under the Code by the U.S. Treasury Department (including proposed and temporary regulations), rulings, current administrative interpretations and official pronouncements of the Internal Revenue Service (the “IRS”), and judicial decisions, all as currently in effect and all of which are subject to differing interpretations or to change, possibly with retroactive effect. Such change could materially and adversely affect the tax consequences described below. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax consequences described below.

This discussion does not address state, local, or foreign tax consequences of the ownership and disposition of ordinary shares and warrants. (See “Israeli Taxation” above).

This summary is for general information only and does not address all aspects of the U.S. federal income taxation that may be important to a particular holder in light of its investment or tax circumstances or to holders subject to special tax rules, such as:  banks; financial institutions; insurance companies; dealers in stocks, securities, or currencies; traders in securities that elect to use a mark-to-market method of accounting for their securities holdings; tax-exempt organizations; real estate investment trusts; regulated investment companies; qualified retirement plans, individual retirement accounts, and other tax-deferred accounts; expatriates of the U.S.; persons subject to the alternative minimum tax; persons holding ordinary shares or warrants as part of a straddle, hedge, conversion transaction, or other integrated transaction; persons who acquired ordinary shares or warrants pursuant to the exercise of any employee stock option or otherwise as compensation for services; persons actually or constructively holding 10% or more of our voting stock; and U.S. Holders (as defined below) whose functional currency is other than the U.S. dollar.

This discussion is not a comprehensive description of all of the U.S. federal tax consequences that may be relevant with respect to the ownership and disposition of our ordinary shares and warrants. We urge you to consult your own tax advisor regarding your particular circumstances and the U.S. federal income and estate tax consequences to you of owning and disposing of our ordinary shares and warrants, as well as any tax consequences arising under the laws of any state, local, or foreign or other tax jurisdiction and the possible effects of changes in U.S. federal or other tax laws.

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This summary only addresses ordinary shares and warrants that are held as capital assets within the meaning of Section 1221 of the Code, which generally means as property held for investment, and were acquired upon original issuance at their initial public offering price. For purposes of this discussion, the term “U.S. Holder” means a beneficial owner of our ordinary shares and warrants that is any of the following:

ћ a citizen or resident of the U.S. or someone treated as a U.S. citizen or resident for U.S. federal income tax purposes;

ћ a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the U.S., any state thereof, or the District of Columbia;

ћ an estate, the income of which is subject to U.S. federal income taxation regardless of its source;

ћ a trust if a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust; or

ћ a trust in existence on August 20, 1996 that has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.

The term “Non-U.S. Holder” means a beneficial owner of our ordinary shares and warrants that is not a U.S. Holder. As described in “Taxation of Non-U.S. Holders” below, the tax consequences to a Non-U.S. Holder may differ substantially from the tax consequences to a U.S. Holder.

If a partnership (including for this purpose any entity treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of our ordinary shares and warrants, the U.S. federal income tax consequences to a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. A holder of our ordinary shares and warrants that is a partnership and the partners in such partnership should consult their own tax advisors regarding the U.S. federal income tax consequences of the ownership and disposition of our ordinary shares and warrants.

Taxation of U.S. Holders

The discussion in “Distributions on Ordinary Shares” and “Dispositions of Ordinary Shares or Warrants” below assumes that we will not be treated as a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes. For a discussion of the rules that apply if we are treated as a PFIC, see the discussion in “Passive Foreign Investment Company” below.

Distributions on Ordinary Shares

General. Subject to the discussion in “Passive Foreign Investment Company” below, if you actually or constructively receive a distribution on ordinary shares, you must include the distribution in gross income as a taxable dividend on the date of your receipt of the distribution, but only to the extent of our current or accumulated earnings and profits, as calculated under U.S. federal income tax principles. Such amount must be included without reduction for any Israeli tax withheld. Dividends paid by us generally will not be eligible for the dividends received deduction allowed to corporations with respect to dividends received from certain domestic corporations. Dividends paid by us may or may not be eligible for preferential rates applicable to qualified dividend income, as described below.

To the extent a distribution exceeds our current and accumulated earnings and profits, it will be treated first as a non-taxable return of capital to the extent of your adjusted tax basis in the ordinary shares, and thereafter as capital gain. Preferential tax rates for long-term capital gain may be applicable to non-corporate U.S. Holders.

We do not intend to calculate our earnings and profits under U.S. federal income tax principles. Therefore, you should expect that a distribution will generally be reported as a dividend even if that distribution would otherwise be treated as a non-taxable return of capital or as capital gain under the rules described above.

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Qualified Dividend Income.  With respect to non-corporate U.S. Holders (i.e., individuals, trusts, and estates), for taxable years beginning before January 1, 2011, dividends that are treated as qualified dividend income (“QDI”) are taxable at a maximum tax rate of 15%. Among other requirements, dividends generally will be treated as QDI if either (i) our ordinary shares are readily tradable on an established securities market in the U.S., or (ii) we are eligible for the benefits of a comprehensive income tax treaty with the U.S. which includes an information exchange program and which is determined to be satisfactory by the U.S. Treasury. It is expected that our ordinary shares will be “readily tradable” as a result of being listed on The NASDAQ Capital Market.

In addition, for dividends to be treated as QDI, we must not be a PFIC (as discussed below) for either the taxable year in which the dividend was paid or the preceding taxable year. We do not believe that we will be a PFIC for our current taxable year.However, please see the discussion under “Passive Foreign Investment Company” below. Additionally, in order to qualify for QDI treatment, you generally must have held the ordinary shares for more than 60 days during the 121-day period beginning 60 days prior to the ex-dividend date. However, your holding period will be reduced for any period during which the risk of loss is diminished.

Moreover, a dividend will not be treated as QDI to the extent you are under an obligation (whether pursuant to a short sale or otherwise) to make related payments with respect to positions in substantially similar or related property. Since the QDI rules are complex, you should consult your own tax advisor regarding the availability of the preferential tax rates for dividends paid on ordinary shares.

Foreign Currency Distributions.  We have the right to pay dividends in Israeli currency. A dividend paid in Israeli currency must be included in your income as a U.S. dollar amount based on the exchange rate in effect on the date such dividend is received, regardless of whether the payment is in fact converted into U.S. dollars. If the dividend is converted to U.S. dollars on the date of receipt, you generally will not recognize a foreign currency gain or loss. However, if you convert the foreign currency into U.S. dollars on a later date, you must include in income any gain or loss resulting from any exchange rate fluctuations. The gain or loss will be equal to the difference between (i) the U.S. dollar value of the amount you included in income when the dividend was received and (ii) the amount that you receive on the conversion of the foreign currency into U.S. dollars. Such gain or loss will generally be ordinary income or loss and U.S. source for U.S. foreign tax credit purposes.

In-Kind Distributions.  Distributions to you of new ordinary shares or rights to subscribe for new ordinary shares that are received as part of a pro rata distribution to all of our shareholders will not be subject to U.S. federal income tax. The adjusted tax basis of the new ordinary shares or rights so received will be determined by allocating your adjusted tax basis in the old ordinary shares between the old ordinary shares and the new ordinary shares or rights received, based on their relative fair market values on the date of distribution. However, in the case of a distribution of rights to subscribe for ordinary shares, the adjusted tax basis of the new rights will be zero if the fair market value of the new rights is less than 15% of the fair market value of the old ordinary shares on the date of distribution and you do not make an election to determine the adjusted tax basis of the rights by allocation as described above. Your holding period for the new ordinary shares or rights will generally include the holding period for the old ordinary shares on which the distribution was made.

Foreign Tax Credits.  Subject to certain conditions and limitations, including potential limitations under the U.S.-Israel Tax Treaty, Israeli taxes paid on or withheld from distributions from us and not refundable to you may be credited against your U.S. federal income tax liability or, alternatively, may be deducted from your taxable income. This election is made on a year-by-year basis and applies to all foreign taxes paid by you or withheld from you that year.

Distributions will constitute foreign source income for foreign tax credit limitation purposes. The foreign tax credit limitation is calculated separately with respect to specific classes of income. For this purpose, distributions characterized as dividends distributed by us will generally constitute “passive category income” or, in the case of certain U.S. Holders, “general category income.”  Special limitations may apply if a dividend is treated as QDI (as defined above).

Special rules may apply to individuals whose foreign source income during the taxable year consists entirely of “qualified passive income” and whose creditable foreign taxes paid or accrued during the taxable year do not exceed $300 ($600 in the case of a joint return).

Since the rules governing foreign tax credits are complex, you should consult your own tax advisor regarding the availability of foreign tax credits in your particular circumstances.

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Exercise or Lapse of Warrants

Upon the exercise of our warrants, a U.S. Holder will not recognize gain or loss and will have a tax basis in the ordinary shares received equal to the U.S. Holder’s tax basis in the warrant plus the exercise price of the warrant. The holding period for the shares purchased pursuant to the exercise of a warrant will begin on the day following the date of exercise and will not include the period during which the U.S. Holder held the warrant. If a warrant lapses unexercised, a U.S. Holder will recognize a capital loss in an amount equal to its tax basis in the warrant. Such loss will be long-term if the warrant has been held for more than one year. See “Disposition of Ordinary Shares or Warrants” below for a discussion of capital gains tax rates and limitations on deductions for losses. The loss will generally be from U.S. sources, but the loss may be from a non-U.S. source under some circumstances under the U.S.-Israel Tax Treaty. U.S. Holders should consult their own independent tax advisors regarding the sourcing of any losses due to the lapse of our warrants before exercise.

Dispositions of Ordinary Shares or Warrants

Subject to the discussion in “Passive Foreign Investment Company” below, you generally will recognize taxable gain or loss realized on the sale or other taxable disposition of ordinary shares or warrants equal to the difference between the U.S. dollar value of (i) the amount realized on the disposition (i.e., the amount of cash plus the fair market value of any property received), and (ii) your adjusted tax basis in the ordinary shares or warrants. Such gain or loss will be capital gain or loss.

If you have held the ordinary shares or warrants for more than one year at the time of disposition, such capital gain or loss will be long-term capital gain or loss. Preferential tax rates for long-term capital gain (currently, with a maximum rate of 15% for taxable years beginning before January 1, 2011) will apply to non-corporate U.S. Holders. If you have held the ordinary shares or warrants for one year or less, such capital gain or loss will be short-term capital gain or loss taxable as ordinary income at your marginal income tax rate. The deductibility of capital losses is subject to limitations.

Generally, any gain or loss recognized will not give rise to foreign source income for U.S. foreign tax credit purposes, unless a different result is achieved under the U.S.-Israel Tax Treaty. You should consult your own tax advisor regarding the effect of such treaty on the source of income.

You should consult your own tax advisor regarding the U.S. federal income tax consequences if you receive currency other than U.S. dollars upon the disposition of ordinary shares or warrants.

Passive Foreign Investment Company

We generally will be a PFIC under Section 1297 of the Code if, for a taxable year, either (a) 75% or more of our gross income for such taxable year is passive income (the “income test”) or (b) 50% or more of the average quarterly percentage, generally determined by fair market value, of our assets either produce passive income or are held for the production of passive income (the “asset test”). “Passive income” includes, for example, dividends, interest, certain rents and royalties, certain gains from the sale of stock and securities, and certain gains from commodities transactions.

Certain “look through” rules apply for purposes of the income and asset tests described above. If we own, directly or indirectly, 25% or more of the total value of the outstanding shares of another foreign corporation, we will be treated as if we (a) held directly a proportionate share of the other corporation’s assets, and (b) received directly a proportionate share of the other corporation’s income. In addition, passive income does not include any interest, dividends, rents, or royalties that are received or accrued by us from a “related person” (as defined in Section 954(d)(3) of the Code), to the extent such items are properly allocable to income of such related person that is not passive income.

Under the income and asset tests, whether or not we are a PFIC will be determined annually based upon the composition of our income and the composition and valuation of our assets, all of which are subject to change. In determining that we are not a PFIC, we are relying on our projected revenues and projected capital expenditures. If our actual revenues and capital expenditures do not match our projections, we may become a PFIC. For example, if we do not spend enough of the cash (a passive asset) we raise from any financing transactions we may undertake, the relative percentage of our passive assets will increase. In addition, our determination is based on a current valuation of our assets, including goodwill. In calculating goodwill, we have valued our total assets based on our market capitalization, determined using the market price of our ordinary shares. Such market price may fluctuate. If our market capitalization is less than anticipated or subsequently declines, this will decrease the value of our goodwill and we may become a PFIC. Furthermore, we have made a number of assumptions regarding the amount of value allocable to goodwill. We believe our valuation approach is reasonable. However, it is possible that the IRS will challenge the valuation of our goodwill, which may result in our being a PFIC.

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We do not believe that we are currently a PFIC. However, because the PFIC determination is highly fact intensive and made at the end of each taxable year, there can be no assurance that we will not be a PFIC for the current or any future taxable year or that the IRS will not challenge our determination concerning our PFIC status. If we determine that we are a PFIC, we will take reasonable steps to notify you.

Default PFIC Rules under Section 1291 of the Code. If we are a PFIC, the U.S. federal income tax consequences to a U.S. Holder of the ownership and disposition of ordinary shares and warrants will depend on whether such U.S. Holder makes an election to treat us as a qualified electing fund (“QEF”) under Section 1295 of the Code (a “QEF Election”) or a mark-to-market election under Section 1296 of the Code (a “Mark-to-Market Election”). A U.S. Holder owning ordinary shares and warrants while we were or are a PFIC that has not made either a QEF Election or a Mark-to-Market Election will be referred to in this summary as a “Non-Electing U.S. Holder.”

If you are a Non-Electing U.S. Holder, you will be subject to the default tax rules of Section 1291 of the Code with respect to:

ћ any “excess distribution” paid on ordinary shares and warrants, which means any distribution received by you which, together with all other distributions received in the current taxable year, exceeds 125% of the average distributions received by you during the three preceding taxable years (or during your holding period for the ordinary shares and warrants, if shorter); and

ћ any gain recognized on the sale or other taxable disposition (including a pledge) of ordinary shares and warrants.

Under these default tax rules:

ћ any excess distribution or gain will be allocated ratably over your holding period for the ordinary shares and warrants;

ћ the amount allocated to the current taxable year and any period prior to the first day of the first taxable year in which we were a PFIC will be treated as ordinary income in the current year;

ћ the amount allocated to each of the other years will be treated as ordinary income and taxed at the highest applicable tax rate in effect for that year; and

ћ the resulting tax liability from any such prior years will be subject to the interest charge applicable to underpayments of tax.

In addition, notwithstanding any election you may make, dividends that you receive from us will not be eligible for the preferential tax rates applicable to QDI (as discussed above in “Distributions on Ordinary Shares”) if we are a PFIC either in the taxable year of the distribution or the preceding taxable year, but will instead be taxable at rates applicable to ordinary income.

Special rules for Non-Electing U.S. Holders will apply to determine U.S. foreign tax credits with respect to withholding taxes imposed on distributions on ordinary shares.

If we are a PFIC for any taxable year during which you hold ordinary shares or warrants, we will continue to be treated as a PFIC with respect to you for all succeeding years during which you hold ordinary shares or warrants, regardless of whether we actually continue to be a PFIC. You may terminate this deemed PFIC status by electing to recognize gain (which will be taxed under the default tax rules of Section 1291 of the Code discussed above) as if your ordinary shares or warrants had been sold on the last day of the last taxable year for which we were a PFIC.

If we are a PFIC in any year with respect to you, you will be required to file an annual return on IRS Form 8621 regarding distributions received on ordinary shares and any gain realized on the disposition of ordinary shares or warrants.

QEF Election.  If you make a QEF Election, you generally will not be subject to the default rules of Section 1291 of the Code discussed above. Instead, you will be subject to current U.S. federal income tax on your pro rata share of our ordinary earnings and net capital gain, regardless of whether such amounts are actually distributed to you by us. However, you can make a QEF Election only if we agree to furnish you annually with certain tax information, and we currently do not intend to prepare or provide such information.

Mark-to-Market Election.  U.S. Holders may make a Mark-to-Market Election, but only if the ordinary shares are marketable stock. The ordinary shares will be “marketable stock” as long as they remain listed on NASDAQ, and are regularly traded. Stock is “regularly traded” for any calendar year during which it is traded (other than in de minimis quantities) on at least fifteen days during each calendar quarter. There can be no assurances, however, that our ordinary shares will be treated, or continue to be treated, as regularly traded.

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If the ordinary shares are marketable stock and you make a Mark-to-Market Election, you generally will not be subject to the default rules of Section 1291 of the Code discussed above. Rather, you generally will be required to recognize ordinary income for any increase in the fair market value of the ordinary shares and warrants for each taxable year that we are a PFIC. You will also be allowed to deduct as an ordinary loss any decrease in the fair market value to the extent of net marked-to-market gain previously included in prior years. Your adjusted tax basis in the ordinary shares and warrants will be adjusted to reflect the amount included or deducted.

The Mark-to-Market Election will be effective for the taxable year for which the election is made and all subsequent taxable years, unless the ordinary shares and warrants cease to be marketable stock or the IRS consents to the revocation of the election. You should consult your own tax advisor regarding the availability of, and procedure for making, a Mark-to-Market Election.

Since the PFIC rules are complex, you should consult your own tax advisor regarding them and how they may affect the U.S. federal income tax consequences of the ownership and disposition of ordinary shares and warrants.

Information Reporting and Backup Withholding

Generally, information reporting requirements will apply to distributions on ordinary shares or proceeds on the disposition of ordinary shares and warrants paid within the U.S. (and, in certain cases, outside the U.S.) to U.S. Holders other than certain exempt recipients, such as corporations. Furthermore, backup withholding (currently at 28%) may apply to such amounts if the U.S. Holder fails to (i) provide a correct taxpayer identification number, (ii) report interest and dividends required to be shown on its U.S. federal income tax return, or (iii) make other appropriate certifications in the required manner. U.S. Holders who are required to establish their exempt status generally must provide such certification on IRS Form W-9.

Backup withholding is not an additional tax.  Amounts withheld as backup withholding from a payment to you may be credited against your U.S. federal income tax liability and you may obtain a refund of any excess amounts withheld by filing the appropriate claim for refund with the IRS and furnishing any required information in a timely manner.

Taxation of Non-U.S. Holders

Distributions on Ordinary Shares

Subject to the discussion in “Information Reporting and Backup Withholding” below, as a Non-U.S. Holder, you generally will not be subject to U.S. federal income tax, including withholding tax, on distributions received on ordinary shares, unless the distributions are effectively connected with a trade or business that you conduct in the U.S. and (if an applicable income tax treaty so requires) attributable to a permanent establishment that you maintain in the U.S.

If distributions are effectively connected with a U.S. trade or business and (if applicable) attributable to a U.S. permanent establishment, you generally will be subject to tax on such distributions in the same manner as a U.S. Holder, as described in “Taxation of U.S. Holders – Distributions on Ordinary Shares” above. In addition, any such distributions received by a corporate Non-U.S. Holder may also, under certain circumstances, be subject to an additional “branch profits tax” at a 30% rate or such lower rate as may be specified by an applicable income tax treaty.

Dispositions of Ordinary Shares and Warrants

Subject to the discussion in “Information Reporting and Backup Withholding” below, as a Non-U.S. Holder, you generally will not be subject to U.S. federal income tax, including withholding tax, on any gain recognized on a sale or other taxable disposition of ordinary shares and warrants, unless (i) the gain is effectively connected with a trade or business that you conduct in the U.S. and (if an applicable income tax treaty so requires) attributable to a permanent establishment that you maintain in the U.S., or (ii) you are an individual and are present in the U.S. for at least 183 days in the taxable year of the disposition, and certain other conditions are present.

101

If you meet the test in clause (i) above, you generally will be subject to tax on any gain that is effectively connected with your conduct of a trade or business in the U.S. in the same manner as a U.S. Holder, as described in “Taxation of U.S. Holders – Dispositions of Ordinary Shares and Warrants” above. Effectively connected gain realized by a corporate Non-U.S. Holder may also, under certain circumstances, be subject to an additional “branch profits tax” at a 30% rate or such lower rate as may be specified by an applicable income tax treaty.

If you meet the test in clause (ii) above, you generally will be subject to tax at a 30% rate on the amount by which your U.S. source capital gain exceeds your U.S. source capital loss.

Information Reporting and Backup Withholding

Payments to Non-U.S. Holders of distributions on, or proceeds from the disposition of, ordinary shares and warrants are generally exempt from information reporting and backup withholding. However, a Non-U.S. Holder may be required to establish that exemption by providing certification of non-U.S. status on an appropriate IRS Form W-8.

Backup withholding is not an additional tax.  Amounts withheld as backup withholding from a payment to you may be credited against your U.S. federal income tax liability and you may obtain a refund of any excess amounts withheld by filing the appropriate claim for refund with the IRS and furnishing any required information in a timely manner.

F. Dividends and Paying Agent

Not applicable.

G. Statement by Experts

Not applicable.

H. Documents on Display

We are subject to the informational requirements of the Exchange Act, applicable to foreign private issuers. We, as a “foreign private issuer,” are exempt from the rules under the Exchange Act prescribing certain disclosure and procedural requirements for proxy solicitations, and our officers, directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions contained in Section 16 of the Exchange Act, with respect to their purchases and sales of shares. In addition, we are not required to file annual, quarterly and current reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. However, we will file with the SEC, within 180 days after the end of each fiscal year, an annual report on Form 20-F containing financial statements audited by an independent accounting firm. We will also furnish quarterly reports on Form 6-K containing unaudited interim financial information for the first three quarters of each fiscal year, within 60 days after the end of such quarter.

You may read and copy any document we file or furnish with the SEC at reference facilities at 450 Fifth Street, NW, Washington, DC 20549. You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 450 Fifth Street, NW, Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference facilities. You can review our SEC filings and the registration statement by accessing the SEC’s internet site at http://www.sec.gov.

I. Subsidiary Information

Not applicable.

102

ITEM 11.    Quantitative and Qualitative Disclosures About Market Risk.

Quantitative and Qualitative Information about Market Risk

The primary objective of our investment activities is to preserve principal while at the same time maximizing the income we receive from investments without significantly increasing risk. Some of the securities in which we may invest may be subject to market risk. This means that a change in prevailing interest rates and foreign currency rates against the NIS may cause the value of the investment to fluctuate. For example, if we purchase a security that was issued with a fixed interest rate and the prevailing interest rate later rises, the value of our investment will probably decline. To minimize this risk, we intend to maintain our portfolio of cash equivalents and short-term investments in a variety of securities, including U.S. dollars, NIS bank deposits, money market funds and government and non-government debt securities. In general, money market funds are not subject to market risk because the interest paid on such funds fluctuates with the prevailing interest rate.

Our financial market risk includes risks related to international operations and related foreign currencies. We anticipate that sales outside of North America will continue to account for a significant portion of our consolidated revenue in 2010. To date, most of our sales have been valued in dollars. In future periods, we expect our sales to continue to be principally valued in dollars, narrowing foreign currency exchange risk.

We value part of our expenses in some of our international operations, such as Israel and Hong Kong, in each country's local currency, and therefore are subject to foreign currency exchange risk. However, through December 31, 2009, we have not experienced any significant negative impact on our operations as a result of fluctuations in foreign currency exchange rates; we have incurred an expense of $32,000 in the year ended December 31, 2009 due to fluctuations in foreign exchange rates. We do not use financial instruments to hedge operating expenses in Israel or Hong Kong that are valued in local currency. We intend to continue to assess the need to utilize financial instruments to hedge currency exposures on an ongoing basis.

We do not use derivative financial instruments for speculative trading purposes, nor do we hedge our foreign currency exposure to offset the effects of changes in foreign exchange rates.

Our exposure to market risks for changes in interest rates relates primarily to our credit facility. At December 31, 2009, our financial market risk related to this debt was immaterial. Our general policy is to limit the risk of principal loss and ensure the safety of invested funds by limiting market and credit risk.

Foreign currency risk

Most of our sales are denominated in U.S. dollars, and we incur most of our expenses in U.S. dollars, Euros and Israeli Shekels. According to the salient economic factors indicated in ASC Topic 830, “Foreign Currency Matters,” our cash flow, sale price, sales market, expense, financing and inter-company transactions and arrangement indicators are predominantly denominated in U.S. dollars. In addition, the U.S. dollar is the primary currency of the economic environment in which we operate, and thus the U.S. dollar is our functional and reporting currency.

In our balance sheet, we remeasure into U.S. dollars all monetary accounts (principally cash and cash equivalents and liabilities) that are maintained in other currencies. For this remeasurement we use the foreign exchange rate at the balance sheet date. Any gain or loss that results from this remeasurement is reflected in the statement of income as financial income or financial expense, as appropriate.

We measure and record non-monetary accounts in our balance sheet (principally fixed assets, prepaid expenses and share capital) in U.S. dollars. For this measurement we use the U.S. dollar value in effect at the date that the asset or liability was initially recorded in our balance sheet (the date of the transaction).

ITEM 12.   Description of Securities Other than Equity Securities.

Not applicable.

103

PART II

ITEM 13.   Defaults, Dividend Arrearages and Delinquencies.

A. None.

B. None.

ITEM 14.   Material Modifications to the Rights of Security Holders and Use of Proceeds.

A. None.

B. None.

C. Not applicable.

D. No changes.

E. None.

ITEM 15.   Controls and Procedures.

Disclosure controls and procedures

Our management has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2009. Our disclosure controls and procedures include components of our internal control over financial reporting. Based on that evaluation, our Chief Executive Officer has concluded that our disclosure controls and procedures, as of December 31, 2009, were not effective to provide reasonable assurance that (i) information required to be disclosed in filings and submissions under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and (ii) information required to be disclosed in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer, as appropriate to allow timely decisions regarding required disclosure.

Based further upon that evaluation, our Chief Executive Officer has concluded that our disclosure controls and procedures were not effective as of December 31, 2009, due solely to the material weakness in our internal control over financial reporting as described below in "Management's Report on Internal Control over Financial Reporting." In light of this material weakness, the Company performed additional analysis as deemed necessary to ensure that the consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the consolidated financial statements included in this report present fairly, in all material respects, our financial position, results of operations and cash flows for the period presented.

Management's Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over our financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act) to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP, and includes policies and procedures that:

ћ pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and asset dispositions;

ћ provide reasonable assurance that transactions are recorded as necessary to permit the preparation of our financial statements in accordance with generally accepted accounting principles;

ћ provide reasonable assurance that receipts and expenditures are made only in accordance with authorizations of our management and Board of Directors (as appropriate); and

ћ provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on our financial statements.

104

Our management assessed the effectiveness of internal control over financial reporting as of December 31, 2009, the end of our fiscal year. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in the report entitled “Internal Control – Integrated Framework.”

Based on our assessment, our management has concluded that we did not maintain effective internal control over financial reporting as a result of insufficient resources and personnel to properly segregate duties in our finance department, resulting in a material weakness in the financial statement closing process.

Our independent registered public accounting firm is not required to provide an attestation on management’s report on internal control over financial reporting until our annual report for the fiscal year ended December 31, 2010.  Accordingly, this Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal controls over financial reporting pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this Annual Report.

Inherent limitations on effectiveness of controls.

Internal control over financial reporting has inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements will not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

Changes in internal controls over financial reporting

During the year ended December 31, 2009, due to reductions in headcount, we have made adjustments to internal control over financial reporting. Such adjustments are not deemed by our management to materially affect, or to reasonably be likely to materially affect, our internal controls over financial reporting.

ITEM 16.       Reserved

ITEM 16A.    Audit Committee Financial Expert

Our Board of Directors has determined that Ms. Michal Brikman, who chairs our audit committee, is an “audit committee financial expert.”

ITEM 16B.    Code of Ethics

Our Board of Directors adopted a code of ethics that applies to our chief executive officer, chief financial officer (if any), director of finance, controller, and other persons performing similar functions a copy of which is previously filed and incorporated by reference to this Annual Report. A copy of our code of ethics will be provided, without charge, upon written request of any person delivered as follows: Sagid House “Ha’Sharon Industrial Park” P.O.B 5039, Qadima 60920 Israel.

ITEM 16C.     Principal Accountant Fees and Services

The following table presents the fees to our external auditors for professional services rendered in the years ended December 31, 2009 and 2008:

	2009		2008
Audit Fees		83,000		91,000
Audit-Related Fees		-		23,000
Tax Fees		7,000		7,000
Total		90,000		121,000

105

Pre-Approval Policies for Non-Audit Services

 The audit committee has adopted policies and procedures relating to the approval of all audit and non-audit services that are to be performed by our independent auditors. These policies generally provide that we will not engage our independent auditors to render audit or non-audit services unless the service is specifically approved in advance by the Audit Committee or the engagement is entered into pursuant to the pre-approval procedure described below.

              From time to time, the audit committee may pre-approve specified types of services that are expected to be provided to us by our independent auditors during the next 12 months. Any such pre-approval is detailed as to the particular service or type of services to be provided and is also generally subject to a maximum dollar amount.

ITEM 16D.  Exemptions from the Listing Standards for Audit Committees

Not applicable.

ITEM 16E.  Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

PART III

ITEM 17.   Financial Statements.

Not applicable.

ITEM 18.   Financial Statements.

106

REPORT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and stockholder of

SuperCom Asia Pacific Limited

We have audited the accompanying balance sheets of SuperCom Asia Pacific Limited (the “Company”) as of December 31, 2008 and 2007, and the related statements of operations, stockholder’s deficit and cash flows for each of the two years in the period ended December 31, 2008.  These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2008 and 2007, and the results of its operations and cash flows for each of the two years in the period ended December 31, 2008 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 2 to the financial statements, the Company incurred net loss for the year ended December 31, 2008 and had net current liabilities and stockholder’s (deficit) as of December 31, 2008, these factors raise substantial doubt about its ability to continue as a going concern.  Management plans on the continuation of the Company as a going concern include financing the Company’s existing and future operations through additional issuance of common stock and/or advances from the stockholders and seeking for improvement in profitability of the Company’s operations. However, the Company has no assurance with respect to these plans. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

PKF

Certified Public Accountants

Hong Kong, China

June 26, 2009

107

VUANCE LTD. AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2009

IN U.S. DOLLARS

INDEX

	Page
Report of Independent Registered Public Accounting Firm	109
Consolidated Balance Sheets	110 – 111
Consolidated Statements of Operations	112
Statements of Changes in Shareholders' Equity (Deficit )	113
Consolidated Statements of Cash Flows	114 – 115
Notes to Consolidated Financial Statements	116 – 158

108

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO THE SHAREHOLDERS OF VUANCE LTD. Fahn Kanne & Co. Head Office Levinstein Tower 23 Menachem Begin Road Tel-Aviv 66184, ISRAEL P.O.B. 36172, 61361 T +972 3 7106666 F +972 3 7106660 www.gtfk.co.il

We have audited the accompanying consolidated balance sheets of Vuance Ltd. (the "Company") and subsidiaries as of December 31, 2009 and 2008, and the related consolidated statements of operations, changes in shareholders’ equity (deficit) and cash flows for each of the three years in the period ended December 31, 2009.  These consolidated financial statements are the responsibility of the Board of Directors and management of the Company.  Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We did not audit the financial statements of Supercom Asia Pacific Limited (Supercom Asia Pacific), a subsidiary, which statements reflect total assets of 0.5% of the related consolidated totals as of December 31, 2008, and total revenues of 1.6% and 10% of the related consolidated totals for each of the two years in the period ended December 31, 2008. Those financial statements were audited by other auditors, whose reports thereon have been furnished to us. Our opinion, insofar as it relates to the amounts included for Supercom Asia Pacific, is based solely on the reports of the other auditors.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by the Board of Directors and management, as well as evaluating the overall financial statement presentation.  We believe that our audits and the reports of the other auditors provide a reasonable basis for our opinion.

In our opinion, based on our audits and the reports of the other auditors, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company and subsidiaries as of December 31, 2009 and 2008, and the consolidated results of their operations, and their cash flows for each of the three years in the period ended December 31, 2009, in conformity with accounting principles generally accepted in the United States of America.

The financial statements have been prepared assuming the Company will continue as a going concern. As described in Note 1d, the Company has incurred substantial losses and negative cash flows from operations since its inception and, as of December 31, 2009, the Company had an accumulated deficit of $47,379 thousands and total shareholders' deficit of $6,271 thousands. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management plans with respect to these matters are described in Note 1d. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

FAHN KANNE & CO.

Certified Public Accountants (Isr.)

Tel-Aviv, ISRAEL

22 July, 2010

Certified Public Accountants

Fahn Kanne & Co. is the Israeli member firm of Grant Thornton International Ltd

109

VUANCE LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

U.S. dollars in thousands

	December 31,
	2008		2009
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	812	$	656
Restricted cash deposits		2,150		330
Trade receivables (net of allowance for doubtful accounts of $ 3,478  and $ 3,470_ as of December 31, 2008 and 2009, respectively)		840		857
Other accounts receivable and prepaid expenses		1,074		315
Inventories, net		1,307		82
Assets attributed to discontinued operations		260		1,996
Total current assets		6,443		4,236
SEVERANCE PAY FUND		314		283
PROPERTY AND EQUIPMENT, NET		218		157
OTHER ASSETS:
Goodwill		685		-
Intangible assets and deferred charges, net		1,275		6
Total other assets		1,960		6
Total assets	$	8,935	$	4,682

The accompanying notes are an integral part of the consolidated financial statements.

110

VUANCE LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

U.S. dollars in thousands, except share data

	December 31,
	2008			2009
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Short-term bank credit	$	299		$	-
Trade payables		1,714			982
Employees and payroll accruals		247			462
Accrued expenses and other liabilities		5,007			2,859
Convertible bonds		3,157			430
Liabilities attributed to discontinued operations		-			1,599
Total current liabilities		10,424			6,332
LONG-TERM LIABILITIES:
Convertible bonds		-			2,624
Long-term loan and others		-			1,693
Accrued severance pay		378			304
Total long-term liabilities		378			4,621
COMMITMENTS AND CONTINGENT LIABILITIES
SHAREHOLDERS' EQUITY (DEFICIT):
Share capital:
Ordinary shares of NIS 0.0588235 par value -
Authorized 12,000,000 shares as of December 31, 2008 and 2009;
Issued and outstanding: 5,259,874 and 5,724,421 shares as of December 31, 2008 and 2009, respectively		82			89
Additional paid-in capital		40,345			41,019
Accumulated deficit		(42,294	)	(47,379		)
Total shareholders' equity (deficit)		(1,867	)		(6,271	)
Total liabilities and shareholders' equity (deficit)	$	8,935		$	4,682

The accompanying notes are an integral part of the consolidated financial statements.

111

VUANCE LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

U.S. dollars in thousands, except share data

	Year ended December 31,
	2007			2008			2009
Revenues	$	12,236		$	18,112		$	9,304
Cost of revenues		4,992			6,945			3,365
Gross profit		7,244			11,167			5,939
Operating expenses:
Research and development		1,411			1,738			898
Selling and marketing		7,144			9,905			5,131
General and administrative		2,728			2,611			1,648
Other expenses		134			8			130
Total operating expenses		11,417			14,262			7,807
Operating loss		(4,173	)		(3,095	)		(1,868	)
Financial expenses, net		(4,646	)		(3,087	)		(620	)
Loss before taxes on income		(8,819	)		(6,182	)		(2,488	)
Taxes on income		(390	)		(137	)		(71	)
Net loss from continuing operations		(9,209	)		(6,319	)		(2,559	)
Loss from discontinued operations		(2,102	)		(6,039	)		(2,526	)
Net loss	$	(11,311	)	$	(12,358	)	$	(5,085	)
Loss per share basic and diluted:
Loss from continuing operations	$	(2.09	)	$	(1.22	)	$	(0.46	)
Loss from discontinued operations	$	(0.48	)	$	(1.17	)	$	(0.46	)
Net loss per share	$	(2.57	)	$	(2.39	)	$	(0.92	)
Weighted average number of ordinary shares  used in computing basic and diluted loss per share		4,391,860			5,171,406			5,511,948

The accompanying notes are an integral part of the consolidated financial statements.

112

VUANCE LTD. AND SUBSIDIARIES

STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)

U.S. dollars in thousands, except share data

	Ordinary shares
	Number of Shares					Additional paid-in capital			Accumulated Deficit			Total comprehensive income (loss)			Total shareholders' equity (deficit)
			Share capital
Balance as of January 1, 2007		4,001,126	$	64		$	33,562		$	(18,625	)		-		$	15,001
Issuance of shares in connection with acquisition of subsidiary (see Note 1a)		1,097,426		16			4,319			-			-			4,335
Exercise of options		25,968		-	*		82			-			-			82
Beneficial conversion feature on convertible bond terms		-		-			84			-			-			84
Stock- based compensation		-		-			1,072			-			-			1,072
Expenses related to the issuance of shares in a private placement which occurred in previous years		-		-			(30	)		-			-			(30	)
Issuance of shares due to reverse split		259		-			-			-			-			-
Net loss		-		-			-			(11,311	)	$	(11,311	)		(11,311	)
Total comprehensive loss												$	(11,311	)
Balance as of December 31, 2007		5,124,779	$	80		$	39,089		$	(29,936	)				$	9,233
Issuance of shares (see Note 14c)		108,063		2			247			-			-			249
Exercise of options		27,032		-	*		8			-			-			8
Beneficial conversion feature on convertible bond terms		-		-			94			-			-			94
Stock- based compensation		-		-			907			-			-			907
Net loss		-		-			-			(12,358	)	$	(12,358	)		(12,358	)
Total comprehensive loss												$	(12,358	)
Balance as of December 31, 2008		5,259,874	$	82		$	40,345		$	(42,294	)				$	(1,867	)
Issuance of shares in connection with acquisition of Intelli-Site (see Note 1a)		202,626		3			68			-			-			71
Issuance of shares (see Note 14c)		168,865		3			60			-			-			63
Exercise of options		93,056		1			-			-			-			1
Beneficial conversion feature on convertible bond terms		-		-			24			-			-			24
Stock- based compensation		-		-			522			-			-			522
Net loss		-		-			-			(5,085	)	$	(5,085	)		(5,085	)
Total comprehensive loss												$	(5,085	)
Balance as of December 31, 2009		5,724,421	$	89		$	41,019		$	(47,379	)				$	(6,271	)

*Less than 1

The accompanying notes are an integral part of the consolidated financial statements.

113

VUANCE LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

U.S. dollars in thousands

	Year ended December 31,
	2007			2008			2009
Cash flows from operating activities:
Net loss	$	(11,311	)	$	(12,358	)	$	(5,085	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		225			651			708
Impairment loss		-			3,235			1,119
Accrued severance pay		(382	)		16			(74	)
Stock-based compensation		1,072			907			522
Amortization of discount on convertible bonds		268			810			-
Amortization of deferred charges		90			159			-
Realized loss from sale of marketable securities		1,116			862			-
Unrealized loss from marketable securities, net		2,699			-			-
Loss on sale of property and equipment		58			-			-
Exchange differences on principal of long-term loan		9			5			-
Decrease (increase) in trade receivables		883			1,610			(667	)
Decrease (increase) in other accounts receivable and prepaid expenses		(1,943	)		1,373			644
Decrease (increase) in inventories		32			(1,001	)		1,008
Increase in trade payables		95			216			163
Increase (decrease) in employees and payroll accruals		(234	)		(86	)		215
Increase (decrease) in accrued expenses and other liabilities		2,433			(1,663	)		(214	)
Net cash used in operating activities		(4,890	)		(5,264	)		(1,661	)
Cash flows from investing activities:
Purchase of property and equipment		(116	)		(73	)		(100	)
Acquisition of subsidiaries net of cash acquired (Appendix A)		(153	)		-			-
Decrease (increase) in severance pay fund		278			(5	)		31
Capitalization of software and intangible assets		(509	)		-			-
Restricted cash deposits, net		(2,313	)		1,022			1,745
Proceeds from sale of marketable securities		7,639			3,192			-
Amounts carried to deferred charges		(52	)		-			-
Net cash provided by investing activities		4,774			4,136			1,676
Cash flows from financing activities:
Short-term bank credit, net		(336	)		254			(9	)
Principle repayment of convertible bonds		-			-			(79	)
Issuance of share capital, net of issuance costs		(30	)		2			3
Proceeds from exercise of options and warrants, net		82			8			1
Long-term loan received		2,850			-			-
Payment of liability to a former owner of an acquiree		-			-			(87	)
Principal repayment of long-term loan		(2,780	)		(438	)		-
Net cash used in financing activities		(214	)		(174	)		(171	)
Decrease in cash and cash equivalents		(330	)		(1,302	)		(156	)
Cash and cash equivalents at the beginning of the year		2,444			2,114			812
Cash and cash equivalents at the end of the year	$	2,114		$	812		$	656

The accompanying notes are an integral part of the consolidated financial statements.

114

VUANCE LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (Cont.)

U.S. dollars in thousands

	Year ended December 31,
	2007			2008		2009
Supplemental disclosure of cash flows information:
Appendix A:
Acquisition of subsidiaries net of cash acquired:
Assets and liabilities of the subsidiaries, as of date of purchase:
Working capital (excluding cash and cash equivalents)	$	1,157			-	$	(62	)
Property and equipment, net		(38	)		-		(4	)
Intangible assets		(1,531	)		-		(313	)
Goodwill recognized		(3,644	)		-		-
Shares issued		3,903			-		68
Liabilities to former owner of the acquiree (*)		-			-		311
	$	(153	)	$	-	$	-

(*) Including $68 which represents the acquisition date fair value of contingent consideration to the former owners.

Cash paid during the year for:
Interest	$	415	$	171	$	109
Taxes on income, net	$	353	$	137	$	31

Supplemental disclosure of non-cash investing and financing activities:
Share capital issuance against redemption of note payable to former  shareholder of a subsidiary acquired in 2007	$	432	$	-	$	-
Issuance of shares to service providers and officer	$	-	$	247	$	63

1. During 2008, additional goodwill in an amount of $276 was recorded with respect to the acquisition of SHC, as a result of clarification of certain provisions of the acquired entity.

2. During 2008, a modification of terms of convertible bonds with principal amount of $2,500 was determined to be a debt extinguishment.

The accompanying notes are an integral part of the consolidated financial statements.

115

VUANCE LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands (except per share data)

NOTE 1:- GENERAL

a. Vuance Ltd. (the “Company") was incorporated in 1988 in Israel. The Company’s ordinary shares have been listed for trade on the Euronext Brussels stock market since October 23, 2003. The Company applied for delisting of its shares from the Euronext Brussels stock market, and its application was approved on May 6, 2008, effective August 4, 2008. Since November 5, 2004, the Company’s ordinary shares have also traded on the OTC Bulletin Board. Since August 23, 2007, the ordinary shares of the Company were approved for trade on the NASDAQ Capital Market under the symbol “VUNC” and trading of the stock on the OTC Bulletin Board ceased.

On December 11, 2008, the Company received a letter from the NASDAQ Capital Market advising the Company that it did not comply with the continued listing requirements of Listing Rule 5550(b) (formerly Marketplace Rule 4310(c)(3)), which requires companies to have a minimum of $2,500 in stockholders’ equity, or $35,000 in market value of listed securities, or $500 of net income from continuing operations for the most recently completed fiscal year or two of the three most recently completed fiscal years (the “Listing Requirements”).

As a result, the NASDAQ Capital Market Staff began reviewing the Company’s eligibility for continued listing on the NASDAQ Capital Market. To facilitate their review, the NASDAQ Capital Market Staff requested that the Company provide on or before December 26, 2008, the Company’s specific plan to achieve and sustain compliance with the NASDAQ Capital Market listing requirements, including the time frame for completion of the plan (the “Plan”).  After the Company submitted the Plan, on March 30, 2009, the Company received further correspondence from NASDAQ that it did not comply with the Listing Requirements, and therefore, trading of the Company’s ordinary shares would be suspended at the opening of business on April 8, 2009, and a form 25-NSE would be filed with the SEC removing the Company’s securities from listing and registration on the NASDAQ Capital Market, unless the Company requested an appeal of the delisting decision by NASDAQ. 

The Company appealed the NASDAQ determination to a NASDAQ Listings Qualifications Panel (the “Panel”), which automatically stayed the delisting of the Company’s ordinary shares until the Panel reached a decision.  On June 17, 2009, the Panel granted the Company’s request for an extension of time to achieve full compliance with the Listing Requirements.

On September 29, 2009, the Company received a NASDAQ Staff Determination letter indicating that the Company failed to comply with the minimum stockholders’ equity requirement of $2.5 million as set forth in Listing Rule 5550(b) (formerly Marketplace Rule 4310(c)(3)).  As a result, NASDAQ has notified the Company that its securities will be delisted from the NASDAQ Stock Market and trading in the Company's shares will be suspended effective at the open of business on October 1, 2009.

The Company had been advised by Pink OTC Markets Inc., which operates an electronic quotation service for securities traded over-the-counter, that its securities are immediately eligible for quotation in the Pink Sheets effective as of the open of business on October 1, 2009. The Company's common stock is quoted under the ticker symbol “VUNCF”.

116

VUANCE LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)

U.S. dollars in thousands (except per share data)

NOTE 1:- GENERAL (Cont.)

a. (cont.)

Until January 2010 (the date of the sale of the activities as described below), the Company developed and marketed security solutions for viewing, tracking, locating, credentialing, and managing essential assets and personnel. The Company's solutions encompass electronic access control, urban security, and critical situation management systems as well as long-range Active RFID for public safety, commercial, and government sectors. The Company’s comprehensive product line enables end-to-end solutions that can be employed to overcome security challenges. Its Critical Situation Management System (CSMS) is a mobile credentialing and access control system, designed to meet the needs of Homeland Security and other public initiatives. Due to the sale of activities in January 2010 (see Note 18), the Company intends on focusing on its active RFID products and existing e-ID projects. Regarding the e-ID activity after the closing of the sale of the e-ID Division to OTI, see below.

The Company is headquartered in Israel.

The Company sells its products through centralized marketing offices in U.S, Israel and Hong-Kong.

The Company's subsidiaries includes: Vuance Inc. incorporated in the United States (see b below regarding the presentation of certain activity of Vuance Inc as discontinued operations), SuperCom Asia Pacific Limited incorporated in Hong Kong which focus on marketing, Vuance RFID Inc., (incorporated in Delaware) which focused until the end of 2007 on new technology and solutions for active tracking of people and objects, and commencing in 2008 until the fourth quarter of 2008 engaged in the distribution of locks (see b below regarding the presentation of certain activity of Vuance RFID as discontinued operations), S.B.C. Aviation Ltd., (incorporated in Israel) which began operations in 2007, and focuses on executing perimeter security and a border control project at a European International Airport and PureRFid, Inc., (established after the balance sheet date) which focuses on the marketing and selling of our active RFID solutions.

On July 3, 2007, through its wholly-owned subsidiary, Vuance Inc., the Company entered into an agreement (the “Purchase Agreement”) to acquire all of the issued and outstanding share capital of Security Holding Corp. (“SHC”) from Homeland Security Capital Corporation (OTCBB: HOMS.OB) (“HMSC”) and other minority shareholders (collectively, “Sellers”) for approximately $4,335 in Vuance ordinary shares (and direct expenses of approximately $600 as describe below). The closing date was August 28, 2007. SHC is a Delaware corporation engaged, directly and through its subsidiaries in the business of manufacturing and distributing RFID-enabled solutions, access control and security management systems. As consideration for the acquisition of SHC, the Company issued to the sellers 1,097,426 ordinary shares of the Company.  Subject to certain terms and conditions, in the event that the Company seeks to register any of its ordinary shares under the Securities Act of 1933 for sale to the public, then at HMSC’s request, the Company will use its reasonable best efforts to include the Company's Shares owned by HMSC in such registration. The shares were subject to a lock-up period of up to seven calendar quarters after the closing. In addition, during the restriction period, the Company received a right of first refusal to purchase all (but not less than all) of the Company's Shares held by HSMC on certain terms and conditions. HMSC further agreed that at the Closing it will grant an irrevocable power of attorney to the Chairman of the Board of Directors of the Company, to exercise all voting rights related to its Vuance Shares until the sale or transfer of such Vuance Shares by HMSC to an unaffiliated third party in an arm’s-length transaction. As part of the Purchase Agreement, certain Sellers assumed, subject to certain exceptions, certain non-competition and employee non-solicitation undertakings for a period of two years commencing on the date of Closing. According to the Purchase Agreement, the Company guaranteed all of the obligations of Vuance Inc under such agreement.

117

VUANCE LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)

U.S. dollars in thousands (except per share data)

NOTE 1:- GENERAL (Cont.)

a. (cont.)

During the fourth quarter of 2007, the acquired companies (SHC and its subsidiaries) were merged into Vuance Inc.

The acquisition was accounted for under the acquisition method of accounting in accordance with prior business combination GAAPand the Company allocated the purchase price (which included direct acquisition costs) to the tangible and intangible assets acquired and liabilities assumed, based upon their estimated fair values at the date of acquisition.

In September 2007, the Company announced that it had entered into a definitive agreement to acquire, through its US subsidiary, Vuance Inc., the Credentialing Division of Disaster Management Solutions Inc., for approximately $100 in cash.

During the first quarter of 2010, this activity was sold and presented among discontinued operations, see b below.

On March 25, 2009, the Company, through its subsidiary, Vuance Inc., completed the acquisition of certain assets and liabilities of Intelli-Site, Inc. (“Intelli-Site”), pursuant to an asset purchase agreement dated March 6, 2009 with Intelli-Site and Integrated Security Systems, Inc. (“ISSI”).  The purchase price was $262, payable in twenty-five installments, 200,000 ordinary shares of the Company and a contingent payment of up to $600, based upon certain conditions, which shall be paid on a quarterly basis, within thirty (30) days of the close of each quarter, and will be made 50% in cash and 50% in the Company's ordinary shares ("Shares"). The number of Shares to be issued to ISSI shall be calculated on the basis of the weighted average closing price of the Company’s ordinary shares for the fifteen (15) trading days preceding the quarterly payment, subject to a minimum of $1.25.

ISSI, or its permitted transferee, agreed to lock-up the Shares, pursuant to which ISSI or its transferee will not offer, sell, transfer or otherwise dispose of the Shares. The restrictions on the transfer of the Shares will expire in eight equal installments, commencing with the end of the first calendar quarter following the date of closing and each of the seven following calendar quarters thereafter.  If any Shares are issued after the last day of the eighth calendar quarter following the date of closing, such shares shall not be subject to any transfer restrictions.

The acquisition was accounted for according to the acquisition method of accounting and accordingly, the respective purchase price was allocated to the assets acquired and liabilities assumed based upon their estimated fair values at the date of acquisition (see Appendix A to the cash flow statement).

The results of operations of Intelli-Site were included in the consolidated financial statements of the Company commencing April, 2009. However, during the first quarter of 2010, this activity was sold and presented among discontinued operations, see b below.

On November 8, 2006, the Company entered into an agreement with On Track Innovations Ltd. ("OTI") (NASDAQ: OTIV), under which OTI agreed to acquire the assets of the Company’s e-ID Division (including, inventory, fixed assets and intangible assets) for consideration consisting of 2,827,200 restricted ordinary shares of OTI. The transaction was completed on December 31, 2006. At the closing, the parties entered into a service and supply agreement pursuant to which the Company agreed to continue to provide services and receive revenues under certain existing ID and e-ID contracts for governmental and commercial projects in Europe, Asia and Africa. OTI agreed to serve as a subcontractor for these projects. See also Note 3 below. The shares of OTI which were subject to certain lock-up agreement were sold by the Company during 2007 and 2008.

118

VUANCE LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)

U.S. dollars in thousands (except per share data)

NOTE 1:- GENERAL (Cont.)

b. Discontinued operations

1. During the fourth quarter of 2008, the Company ceased its operations of distribution of locks (which commenced during 2008). The assets attributed to this discontinued operations, as of December 31, 2008, consist of inventory of the activity which includes a write down in an amount of $65. As of December 31, 2009, all the inventory from this activity was sold.

The results of the discontinued operation for the years ended December 31, 2008 and 2009, is presented below:

	Year ended December 31, 2008			Year ended December 31, 2009
Revenues	$	5		$	156
Cost of goods	$	(4	)	$	(196	)
Selling and marketing	$	(273	)	$	(25	)
Net loss	$	(272	)	$	(65	)

2. As described in Note 18, in January 2010, the Company signed agreements for the sale of the Company's electronic access control market and the Company's Government Services Division activities. The activities sold meet the definition of a component under ASC Topic 205. Due to the fact, that as of December 31, 2009, such components met the requirements to be classified as held for sale in accordance with the provisions of ASC Topic 360-10, the results of operations of these components and the assets and liabilities attributed thereto were classified as discontinued operations. In addition, the results of operations for the prior periods (2008 and 2007), have been re-classified accordingly.

The assets attributed to the discontinued operations are as follows:

	As of December 31, 2009
Restricted cash deposits		75
Trade receivables		724
Other account receivables		115
Inventories, net		477
Intangible assets, net		517	(*)
Property and equipment, net		88
Total	$	1,996

(*) Based on the fair value of the components sold, as agreed with the purchaser, the Company recognized an impairment in a total amount of $1,119 with respect to the remaining balance of goodwill attributed to the sold components ($685) and to certain other intangible assets.

119

VUANCE LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)

U.S. dollars in thousands (except per share data)

NOTE 1:- GENERAL (Cont.)

b. Discontinued operations (cont.)

The liabilities attributed to the discontinued operations are as follows:

	As of December 31, 2009
Short-term bank credit	$	290
Trade payables		907
Accrued expenses and other liabilities		376
Employees payroll accruals		26
Total	$	1,599

The results of the discontinued operations are as follows:

	Year ended December 31, 2007			Year ended December 31, 2008			Year ended December 31, 2009
Revenues	$	1,078		$	2,541		$	4,944
Cost of goods		(608	)		(1,507	)		(2,521	)
Research and development		(305	)		(833	)		(930	)
Selling and marketing		(1,897	)		(2,019	)		(1,950	)
General and administrative		(364	)		(688	)		(761	)
Financial expenses		(6	)		(26	)		(124	)
Impairment of goodwill and other intangible assets		-			(3,235	)		(1,119	)
Net loss	$	(2,102	)	$	(5,767	)	$	(2,461	)

c. Concentration of risk that may have a significant impact on the Company:

The Company derives most of its revenues from several major customers. See also Note 16c.

The Company purchases certain services and products used by it to generate revenues in its projects and sales from several sole suppliers. Although there are only a limited number of manufacturers of those particular services and products, management believe that other suppliers could provide similar services and products on comparable terms without affecting operating results.

120

VUANCE LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)

U.S. dollars in thousands (except per share data)

NOTE 1:- GENERAL (Cont.)

d. The Company has incurred substantial losses and negative cash flows from operations since its inception. The Company had an operating cash flow deficit in each of 2007, 2008, and 2009. As of December 31, 2009, the Company had an accumulated deficit of approximately $47,379 and the total shareholders' deficit amounted to $6,271. The Company incurred net losses of approximately $11,311, $12,358 and $5,085 in the years ended December 31, 2007, 2008 and 2009, respectively. The Company expects to have net operating losses and negative cash flows for the foreseeable future, and expects to spend significant amounts of capital to enhance its products and services, develop further sales and operations and fund expansion. As a result, the Company will need to generate significant revenue to achieve profitability. Even if the Company does achieve profitability, the Company may not be able to sustain or increase profitability on a quarterly or annual basis. Continuation of the Company's current operations after utilizing its current cash reserves is dependent upon the generation of additional financial resources either through fund raising or the sale of certain assets and activities of the Company. During the first quarter of 2010 the Company sold certain assets and liabilities of Vuance Inc (see Note 18 regarding sales of activities after the balance sheet date). In addition the Company is exploring several options to raise funds. These matters raise substantial doubt about the Company's ability to continue as a going concern. The financial statements have been prepared assuming the Company will continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("US GAAP").

In June 2009, the FASB issued SFAS No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles” (the “ASC” OR "the Codification") which later was codified within ASC Topic 105, "Generally Accepted Accounting Principles". Following SFAS No. 168, the Codification became the single authoritative source for US GAAP (see also Note 2ab (1A)).

a. Use of estimates:

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

b. Financial statements in U.S. dollars:

Most of the revenues of the Company and its subsidiaries are received in U.S. dollars. In addition, a substantial portion of the costs of the Company and its subsidiaries are incurred in U.S. dollars. Therefore, management believes that the dollar is the currency of the primary economic environment in which the Company and its subsidiaries operate. Thus, the functional and reporting currency of the Company and its subsidiaries is theU.S. dollar.

Monetary accounts maintained in currencies other than the U.S. dollar are re-measured into U.S. dollars in accordance with the standards of the Financial Accounting Standards Board ("FASB"). All transaction gains and losses from the re-measurement of monetary balance sheet items are reflected in the statements of operations as financial income or financial expenses as appropriate.

121

VUANCE LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)

U.S. dollars in thousands (except per share data)

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (cont.)

c. Principles of consolidation:

The consolidated financial statements include the accounts of the Company and its subsidiaries (unless the minority shareholders have certain approval or veto rights) in Israel, the United States and Hong-Kong. Material intercompany transactions and balances were eliminated upon consolidation. Material profits from intercompany sales, not yet realized outside the group, were also eliminated.

d. Cash equivalents:

The Company considers unrestricted short-term highly liquid investments originally purchased with maturities of three months or less to be cash equivalents.

e. Restricted cash deposits:

Restricted cash includes: investments in certificates of deposit, which mature within one year, and which are used to secure agreements with customers or banks, and as of December 31, 2008, cash which was pledged to the Company's major convertible bond holder.

f. Marketable securities:

The Company accounts for investments in marketable securities in accordance with ASC Topic 320-10, "Investments - Debt and Equity Securities" (“ASC Topic 320-10”).Management determines the appropriate classification of its investments in marketable securities and commercial paper at the time of purchase and reevaluates such determinations at each balance sheet date.

The marketable securities held by the Company during the reporting periods (years 2007 and 2008) consisted of marketable securities received in connection with the OTI transaction (see Note 1a). Such securities were classified as available-for-sale and were stated at fair value, with unrealized gains and losses (if any) reported in "accumulated other comprehensive income" in a separate component of shareholders’ equity, net of taxes. Realized gains and losses on the sale of such securities, as determined on a specific identified basis, are included in the consolidated statement of operations.

ASC Topic 320-10 and SAB Topic 5M, "Other Than Temporary Impairment of Certain Investments in Equity Securities" require to perform periodic reviews of individual securities to determine whether a decline in the value of a security is other than temporary. Impairment of the value of an investment may be indicated by conditions such as a prolonged period during which the quoted market value of the investment is less than its original cost, the extent to which the market value has been less than cost, the financial condition and near-term prospects of the issuer, including any specific events which may influence the operations of the issuer, the intent and ability of the holder to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in market value and other relevant factors.

When persuasive evidence exists that causes the Company to determine that a decline in market value of equity securities is other than temporary, the unrealized losses that are considered to be other than temporary are charged to income as an impairment charge.

During 2008, the Company sold all its OTI's shares and recognized a loss in an amount of $862 (during 2007, the Company recognized realized and un-realized loss in a total amount of $3,815). As of December 31 2008 and 2009, the Company did not have any investments in marketable securities.

122

VUANCE LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)

U.S. dollars in thousands (except per share data)

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (cont.)

g. Allowance for doubtful accounts:

The allowance for doubtful accounts is determined with respect to specific amounts the Company has determined to be doubtful of collection. In determining the allowance for doubtful accounts, the Company considers, among other things, its past experience with such customers and the information available regarding such customers.

h. Inventories:

Inventories are stated at the lower of cost or market value. Inventory write-offs are mainly provided to cover risks arising from slow-moving items or technological obsolescence. Cost is determined as follows:

Raw materials, parts and supplies - using the “moving average cost" method.

Finished products - on the basis of direct manufacturing costs, with the addition of allocable, indirect manufacturing costs or, using the “moving average cost" method.

i. Investment in a certain majority-owned subsidiary:

The investment in a certain majority-owned company is presented using the equity method of accounting in accordance with ASC Topic 323 -"Investments - Equity Method and Joint Ventures", due to substantive participation rights held by the minority, which impact the Company’s ability to exert control over the subsidiary. See Note 6.

j. Property and equipment:

Property and equipment are stated at cost, net of accumulated depreciation.

Depreciation is computed using the straight-line method, over the estimated useful lives, at the following annual rates:

	%
Computers and peripheral equipment	33
Office furniture and equipment	6 - 15
Leasehold improvements	Over the shorter of the term of the lease or the life of the asset

k. Impairment of long-lived assets and intangible assets:

The Company's long-lived assets and certain identifiable intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of by sale are reported at the lower of the carrying amount or fair value, less costs to sell.

123

VUANCE LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)

U.S. dollars in thousands (except per share data)

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (cont.)

l. Convertible Bonds:

1. Beneficial conversion feature:

The Company has considered the provisions of ASC Topic 815 - 40, "Derivatives and Hedging - Contracts in Entity's Own Equity", and determined that the embedded conversion feature should not be separated from the host instrument because it qualifies for equity classification. Furthermore, the Company applied ASC Topic 470 - 20, "Debt - Debt with Conversion and Other Options" which clarifies the accounting for instruments with beneficial conversion features or contingency adjustable conversion ratios.

The beneficial conversion feature has been calculated by allocating the proceeds received in financing transactions to the convertible instrument and to any detachable warrants included in the transaction, and by measuring the intrinsic value of the convertible instrument based on the effective conversion price as a result of the allocated proceeds.

The amount of the beneficial conversion feature with respect to convertible bonds was recorded as a discount on the convertible bonds with a corresponding amount credited directly to equity as additional paid-in capital. After the initial recognition, the discount on the convertible bonds is amortized as interest expenses over the term of the bonds.

As stated in Note 13, during 2008 the entire discount was recognized as an expense due to a breach of the terms of the convertible bonds.

2. Issuance costs of convertible bonds – deferred charges:

Costs incurred in respect of obtaining financing through issuance of convertible bonds were deferred and expensed as financing expenses over the contractual term of the bonds.

3. Modification (or exchange) of a convertible bonds

The Company applied the provisions of ASC Topic 470 - 50, "Debt - Modifications and Extinguishments", with respect to the modification of terms of convertible debt instruments. According to ASC Topic 470 - 50, the Company concluded that the modification of convertible bonds that occurred during November 2007 did not result in a debt extinguishment and the modification that occurred in June 2008, August 2009 and November 2009 was determined to be a debt extinguishment. See Note 13.

m. Accrued severance pay and severance pay fund:

The liabilities of the Company for severance pay of its Israeli employees are calculated pursuant to Israel's Severance Pay Law. Employees are entitled to one month's salary for each year of employment, or portion thereof. The Company's liability for all its employees is presented under "accrued severance pay". The Company deposits on a monthly basis to severance pay funds and insurance policies. The value of these policies is presented as an asset on the Company's balance sheet.

The deposited funds include accrued income up to the balance sheet date. The deposited funds may be withdrawn only upon the fulfillment of the Company’s obligation pursuant to Israel's Severance Pay Law or labor agreements.

Severance expenses for the years ended December 31, 2007, 2008 and 2009 amounted to $57, $108 and $22, respectively.

124

VUANCE LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)

U.S. dollars in thousands (except per share data)

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (cont.)

n. Goodwill and Intangible assets:

Intangible assets are amortized over their useful lives using the straight line method of amortization that reflects the pattern in which the economic benefits of the intangible assets are consumed or otherwise used up, in accordance with ASC Topic 350, "Intangibles - Goodwill and Other".

Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired in a purchase business combination. Goodwill is not amortized, but rather is tested for impairment at least annually or between annual tests, if certain events or indications of impairment occur. Goodwill is tested for impairment at the reporting unit level. As required by ASC Topic 350, the Company compares the fair value of each reporting unit to its carrying value ("step 1"). If the fair value exceeds the carrying value of the reporting unit’s net assets, goodwill is considered not impaired, and no further testing is required. If the carrying value exceeds the fair value of the reporting unit, then the implied fair value of goodwill is determined by subtracting the fair value of all the identifiable net assets from the fair value of the reporting unit. An impairment loss is recorded for the excess, if any, of the carrying value of the goodwill allocated to the reporting unit over its implied fair value ("step 2").

During 2008, the Company recorded an impairment of goodwill in an amount of $3,235. See Note 8.

Due to the sale of activities in January 2010 (see Notes 1b and 18), the Company recorded an impairment of the entire remaining balance of the goodwill which was attributed to the components sold and to certain other intangible assets in a total amount of $1,119.

o. Revenue recognition:

The Company and its subsidiaries generate their revenues from the sale of products, maintenance, royalties and long term contracts (including training and installation).

The sale of products involves the sale of active and passive RFID products, CSMS and raw materials. The Company sells its products in the US through distributors and directly, in Asia Pacific through a local subsidiary, and directly in the rest of the world. Due to the sale of activities in January 2010 (see Note 18), the Company intends on focusing on its active RFID products and its existing e-ID project.

Product sales are recognized in accordance with Staff Accounting Bulletin No. 104, “Revenue Recognition” (“SAB No. 104”), when persuasive evidence of an agreement exists, delivery of the product has occurred, the fee is fixed or determinable, collectability is probable, and inconsequential or perfunctory performance obligations remain. If the product requires specific customer acceptance, revenue is deferred until customer acceptance occurs or the acceptance provision lapses.

The Company recognized certain long-term contract revenues in accordance with ASC Topic 605-35, "Construction-Type and Production-Type Contracts".

Pursuant to ASC Topic 605-35, revenues from these contracts are recognized under the percentage of completion method.  The Company measures the percentage of completion based on output or input criteria, such as contract milestones, percentage of engineering completion or number of units shipped, as applicable to each contract.

Provisions for estimated losses on uncompleted contracts are made during the period in which such losses are first identified, in the amount of the estimated loss on the entire contract. As of December 31, 2009, no such estimated losses were identified.

125

VUANCE LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)

U.S. dollars in thousands (except per share data)

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (cont.)

o. Revenue recognition (cont.):

The Company believes that the use of the percentage of completion method is appropriate, since the Company has the ability, using also an independent subcontractor's evaluation, to make reasonably dependable estimates of the extent of progress made towards completion, contract revenues and contract costs.  In addition, contracts executed include provisions that clearly specify the enforceable rights of the parties to the contract, the consideration to be exchanged and the manner and terms of settlement.  In all cases, the Company expects to perform its contractual obligations and the parties are expected to satisfy their obligations under the contract.

In contracts that do not meet all the conditions mentioned above, the Company utilized zero estimates of profits; equal amounts of revenue and cost are recognized until results can be estimated with sufficient accuracy.

Revenues and costs recognized pursuant to ASC Topic 605-35 on contracts in progress are subject to management estimates.  Actual results could differ from these estimates.

The Company is not obligated to accept returned products or issue credit for returned products, unless a product return has been approved by the Company in advance and according to specific terms and conditions. As of December 31, 2009, the Company had an allowance for customer returns in the amount of $31.

Based on past experience, the Company does not provide for warranty costs when revenue is recognized. Warranty period is varying in length from 12 to 36 months.

The Company applies the provisions of ASC Topic 605-25, "Revenue Recognition - Multiple-Element Arrangements". ASC Topic 605-25 provides guidance on how to account for arrangements that involve the delivery or performance of multiple products, services and/or rights to use assets. For such arrangements, each element of the contract is accounted for as a separate unit when it provides the customer value on a stand-alone basis and there is objective evidence of the fair value of the related unit.

Maintenance and support revenues included in multiple-element arrangements are deferred and recognized on a straight-line basis over the term of the maintenance and support agreement. For these multiple element arrangements, the Company accounts for each unit of the contract (maintenance, support and services) as a separate unit, when each unit provides value to the customer on a stand-alone basis and there is objective evidence of the fair value of the stand-alone unit.

Deferred revenues and customer advances include amounts received from customers for which revenues have not been recognized.

The Company is entitled to royalties upon the issuance of certificates. Such royalties are recognized when the sales are reported to the Company (usually on a monthly basis).

The Company derives revenues mainly from sale of hardware products and long term contracts that include embedded software that management considers to be incidental. Such revenues are recognized as mentioned above. However, in limited circumstances, the Company provides software upgrades in respect of the embedded software of hardware products sold to our customers in the past. Such revenues are recognized when all criteria outlined in ASC Topic 985 - 605, "Software  - Revenue Recognition" are met: when persuasive evidence of an agreement exists, delivery of the product has occurred (i.e. the services have been provided), no significant obligations under the agreement remain, the fee is fixed or determinable and collectability is probable.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)

U.S. dollars in thousands (except per share data)

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (cont.)

p. Shipping and handling costs:

Shipping and handling fees billed to customers are reflected as revenues while the related shipping and handling costs are included in cost of revenues. To date, shipping and handling costs have not been material.

q. Research and development costs:

Research and development costs (other than software) are expensed as incurred.

Research and development costs incurred in the process of software production before establishment of technological feasibility, are expensed as incurred. Costs of the production of a product master incurred subsequent to the establishment of technological feasibility are capitalized according to the principles set forth in ASC Topic 985 - 20, "Costs of Software to Be Sold, Leased, or Marketed". Based on the Company's product development process, technological feasibility is established upon completion of a detailed program design or a working model.

Capitalized software development costs are amortized on a product-by-product basis commencing with general product release by the greater of the amount computed using: (i) the ratio that current gross revenues from sales of the software product bear to the total of current and anticipated future gross revenues from sales of that software, or (ii) the straight-line method over the estimated useful life of the software product (three years).

r. Income taxes:

The Company and its subsidiaries account for income taxes in accordance with ASC Topic 740-10, "Income Taxes". This Statement prescribes the use of the liability method whereby deferred tax asset and liability account balances are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company and its subsidiaries provide a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value.

Effective January 1, 2007, the Company adopted an amendment to ASC Topic 740-10. The amendment to ASC Topic 740-10 prescribes detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in an enterprise’s financial statements. According to the amendment, tax positions must meet a more-likely-than-not recognition threshold. The Company’s accounting policy is to classify interest and penalties relating to uncertain tax positions under income taxes, however the Company did not recognize such items in its fiscal 2007, 2008 and 2009 financial statements.

s. Concentrations of credit risk:

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, restricted cash deposits and trade receivables. The Company's trade receivables are derived from sales to customers located primarily in Europe (including Eastern Europe), the United States and Israel. The Company performs ongoing credit evaluations of its customers' financial condition. The allowance for doubtful accounts is determined with respect to specific debts that the Company has determined to be doubtful of collection. See Note 2g.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)

U.S. dollars in thousands (except per share data)

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (cont.)

s. Concentrations of credit risk (cont.):

Cash and cash equivalents and restricted cash deposits are deposited with major banks in the United States, Israel and Hong-Kong. Management believes that such financial institutions are financially sound and, accordingly, minimal credit risk exists with respect to these financial instruments.

The Company has no significant off-balance-sheet concentration of credit risk, such as foreign exchange contracts, option contracts or other foreign hedging arrangements.

t. Basic and diluted earnings (loss) per share:

Basic earnings (loss) per share are computed based on the weighted average number of ordinary shares outstanding during each year. Diluted earnings (loss) per share are computed based on the weighted average number of ordinary shares outstanding during each year, plus the dilutive potential of stock options and warrants outstanding during the year using the treasury stock method and the dilutive potential, if any, of convertible bonds using the “if-converted method”.

The net loss and the weighted average number of shares used in computing basic and diluted loss per share for the reported periods are as follows:

	Year ended December 31,
	2007			2008			2009
Net loss used for the computation of basic and diluted loss per share		(11,311	)		(12,358	)		(5,085	)

	Year ended December 31,
	2007		2008		2009
Weighted average number of shares used in the computation of basic and diluted loss per share		4,391,860		5,171,406		5,511,948

All outstanding stock options, warrants and convertible bonds have been excluded from the calculation of the diluted net loss per share for the years ended December 2007, 2008 and 2009, since the effect of the shares issuable with respect of these instruments was anti-dilutive.

The number of potential shares from the conversion of convertible bonds, options and warrants that have been excluded from the calculation were 2,513,927, 2,826,466 and 3,189,071 for the years ended December 31, 2007, 2008 and 2009 respectively.

u. Fair value of financial instruments:

The following methods and assumptions were used by the Company and its subsidiaries in determining their fair value disclosures for financial instruments:

At December 31, 2009 and 2008, the carrying amounts of cash and cash equivalents, restricted cash deposits, current trade receivables, other accounts receivable, trade payables, short-term bank credit, other accounts payable and assets and liabilities attributed to discontinued operation approximate their fair value due to the short-term maturity of such instruments.

As of December 31, 2008, the carrying amount of the convertible bonds approximates their fair value due to the fact that the bonds are presented at principal.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)

U.S. dollars in thousands (except per share data)

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (cont.)

u. Fair value of financial instruments (cont.):

As of December 31, 2009 the fair value of the convertible bonds are approximately $2,850. Such amount was calculated based on present value of the principal, interest and penalties payment under the amended terms of the bonds, using discount rate of 17.95% which represent, according to management estimate, the interest rate that the Company was required to pay for such bond as of December 31, 2009. (level 3)

v. Accounting for stock-based compensation:

Share-based compensation, including grants of stock options, is recognized in the consolidated statement of operations as an operating expense, based on the fair value of the award on the date of grant.  The fair value of stock-based compensation is estimated using an option-pricing model.

The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods in the Company’s consolidated statement of operations.

The Company estimates the fair value of employee stock options using a Black-Scholes valuation model. The Company amortizes compensation costs using the graded vesting attribution method over the vesting period, net of estimated forfeitures.

w. Advertising costs:

The Company expenses advertising costs as incurred. Advertising expenses for the years ended December 31, 2007, 2008 and 2009, were approximately $139, $58 and $12, respectively.

x. Comprehensive Income:

The Company has no comprehensive income components other than net loss in the reporting periods.

y. Reclassifications:

Certain comparative figures have been reclassified to conform to the current period presentation. The changes did not affect net income, cash flow or shareholders' deficit.

z. Fair value measurements:

The Company applies ASC Topic 820-10 which defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and requires disclosures for fair value measures.

In accordance with ASC Topic 820-10, the Company measures and discloses fair value measurements for certain assets and liabilities. Fair value is an exit price, representing the amount that would be received to sell an asset or the amount that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that is required to be determined based on the assumptions that market participants would use to determine the price of an asset or a liability.

As a basis for considering such assumptions, the fair value accounting standard establishes the following fair value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

Level 1 - Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.

Level 2 - Observable prices that are based on inputs not quoted on active markets, but corroborated by market data.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)

U.S. dollars in thousands (except per share data)

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (cont.)

z. Fair value measurements (cont.):

Level 3 - Unobservable inputs are used when little or no market data is available. Level 3 inputs are considered as the lowest priority under the fair value hierarchy.

In determining fair value, companies are required to utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as to consider counterparty credit risk in the assessment of fair value.

On January 1, 2009, the Company adopted the accounting standard for fair value measurement with respect to non-financial assets and liabilities as well. The adoption did not have a material impact on the Company’s financial position, results of operations or cash flows.

aa. Discontinued operations:

The Company applies ASC Topic 205, "Presentation of Financial Statements - Discontinued Operation". According to ASC Topic 205, when a component of an entity, as defined in this standard, has been disposed of or is classified as held for sale, the results of its operations, including the gain or loss on the disposed component, required to be classified as discontinued operations and the assets and liabilities of such component should be classified as assets and liabilities attributed to discontinued operations if both of the following conditions are met: a) the operations and cash flows of the component have been (or will be) eliminated from the ongoing operations of the company as a result of the disposal transaction, and b) the entity will not have any significant continuing involvement in the operations of the component after the disposal transaction. (See also Note 1b).

ab. Recently issued accounting pronouncements:

1. Accounting pronouncements adopted in 2009

A. ASC Topic 105, "Generally Accepted Accounting Principles"

In June 2009, the FASB issued SFAS No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles” (the "ASC" or "the Codification"), a replacement of FASB Statement No. 162. This Statement replaces FASB Statement No. 162, “The Hierarchy of Generally Accepted Accounting Principles”. Following SFAS No. 168, The Codification became the single authoritative source for US GAAP. The FASB will not issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts. Instead, it will issue Accounting Standards Updates (ASU's). SFAS No. 168 became effective for financial statements issued for interim and annual periods ending after September 15, 2009.

Concurrently with the issuance of SFAS 168, the FASB issued ASU 2009-01, an amendment based on SFAS No. 168 in order to codify SFAS No. 168 within ASC Topic 105, "Generally Accepted Accounting Principles".  This ASU includes SFAS No. 168 in its entirety, including the instructions contained in Appendix B of the statement.  The guidance in ASC Topic 105 became effective for financial statements issued for interim and annual periods ending after September 15, 2009.

Applying the guidance in ASC Topic 105 did not impact the Company’s financial condition and results of operations. The Company has revised its references to pre-Codification GAAP in its financial statements for the year ended December 31, 2009.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)

U.S. dollars in thousands (except per share data)

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (cont.)

ab. Recently issued accounting pronouncements (cont.):

1. Accounting pronouncements adopted in 2009 (cont.)

B. ASC Topic 805, "Business Combinations"

In December 2007, the FASB issued ASC Topic 805, "Business Combinations", "Business Combinations"), to change how an entity accounts for the acquisition of a business. ASC Topic 805 replaces the previous standard for business combinations in its entirety.

ASC Topic 805 carries forward the existing requirements to account for all business combinations using the acquisition method (formerly called the purchase method). In general, ASC Topic 805 requires acquisition-date fair value measurement of identifiable assets acquired, liabilities assumed, and non-controlling interests in the acquiree.

The new measurement requirements result in the recognition of the full amount of acquisition-date goodwill, which includes amounts attributable to non-controlling interests. The acquirer recognizes in income any gain or loss on the remeasurement to acquisition-date fair value of consideration transferred or of previously acquired equity interests in the acquiree. Neither the direct costs incurred to effect a business combination nor the costs the acquirer expects to incur under a plan to restructure an acquired business may be included as part of the business combination accounting. As a result, those costs are charged to expense when incurred, except for debt or equity issuance costs, which are accounted for in accordance with other generally accepted accounting principles.

ASC Topic 805 also changes the accounting for contingent consideration, in process research and development, and restructuring costs. In addition, after Statement ASC Topic 805 is adopted, changes in uncertain tax positions or valuation allowances for deferred tax assets acquired in a business combination are recognized as adjustments to income tax expense or contributed capital, as appropriate, even if the deferred tax asset or tax position was initially acquired prior to the effective date of ASC Topic 805.

The Company adopted ASC Topic 805 as of the required effective date of January 1, 2009 and applies its provisions prospectively to business combinations that occur after adoption.

The adoption of ASC Topic 805 did not have a significant effect on the Company’s financial statements.

C. ASC Topic 810 - 10, "Consolidation"

In December 2007, the FASB issued ASC Topic 810-10, "Consolidation". The Statement changes the accounting for, and the financial statement presentation of, noncontrolling equity interests in a consolidated subsidiary. Under ASC Topic 810-10, all entities are required to report noncontrolling (minority) interests in subsidiaries as a component of consolidated equity in the consolidated financial statements. In addition, the Statement requires transactions between an entity and noncontrolling interests that do not result in deconsolidation to be treated as equity transactions and provides new guidance on accounting for deconsolidation. ASC Topic 810-10 is effective for fiscal years beginning on or after December 15, 2008. The Statement applies prospectively from the effective date except for the presentation and disclosure requirements, which must be applied retrospectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)

U.S. dollars in thousands (except per share data)

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (cont.)

ab. Recently issued accounting pronouncements (cont.):

1. Accounting pronouncements adopted in 2009 (cont.)

C. ASC Topic 810 - 10, "Consolidation" (cont.)

The Company adopted ASC Topic 810-10 as of January 1, 2009. Due to the fact that there are no noncontrolling (minority) interests, no adjustments have been made to the financial statements.

D. ASC Topic 855, “Subsequent Events”

In May 2009, the FASB issued SFAS No. 165, “Subsequent Events”, which was codified into ASC Topic 855, “Subsequent Events”. This standard establishes general standards of accounting and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. ASC Topic 855 is effective for interim or annual financial periods ending after June 15, 2009. The adoption did not have a material impact on the Company’s financial position, results of operations or cash flows.

E. ASC Topic 820, “Fair Value Measurements and Disclosures”

In April 2009, the FASB issued additional guidance on determining whether a market for a financial asset is not active and a transaction is not distressed for fair value measurements. The new guidance became effective for interim and annual periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009.  The adoption of the new guidance did not have a material impact on the Company’s consolidated financial statements

2. Accounting pronouncements not yet effective:

A. ASC Topic 605 - 25 “Revenue Recognition - Multiple-Element Arrangements”

In October 2009, the FASB issued amendments to the accounting and disclosure for revenue recognition. These amendments, effective for fiscal years beginning on or after June 15, 2010 (fiscal year 2011 for the Company), with early adoption permitted, modify the criteria for recognizing revenue in multiple element arrangements and require companies to develop a best estimate of the selling price to separate deliverables and allocate arrangement consideration using the relative selling price method. Additionally, the amendments eliminate the residual method for allocating arrangement considerations. The Company is currently evaluating the impact that the adoption would have on its consolidated financial statements.

B. ASC Topic 985 - 605, "Software - Revenue Recognition"

In October 2009, the FASB issued Accounting Standards Update (ASU) 2009-14, Certain Revenue Arrangements That Include Software Elements – a consensus of the FASB Emerging Issues Task Force, to amend the scope of arrangements under ASC 985, Software, 605, “Revenue Recognition” to exclude tangible products containing software components and non-software components that function together to deliver a product’s essential functionality. Such components shall be subject to ASC Topic 605 - 25 “Revenue Recognition - Multiple-Element Arrangements”.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)

U.S. dollars in thousands (except per share data)

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (cont.)

ab. Recently issued accounting pronouncements (cont.):

2. Accounting pronouncements not yet effective (cont.):

B. ASC Topic 985 - 605, "Software - Revenue Recognition" (cont.)

The amended guidance in ASC 605-25 and ASC 985-605 is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with early application and retrospective application permitted. The Company expects to prospectively apply the amended guidance in ASC 985-605, concurrently with the amended guidance in ASC 605-25, beginning on January 1, 2011.

The Company is currently evaluating the impact that the adoption would have on its consolidated financial statements.

C. ASC Topic 820, “Fair Value Measurements and Disclosures”

In January 2010, the FASB updated the “Fair Value Measurements Disclosures” accounting standard. This update will require (a) an entity to disclose separately the amounts of significant transfers in and out of Levels 1 and 2 fair value measurements and to describe the reasons for the transfers; and (b) information about purchases, sales, issuances and settlements to be presented separately (i.e. present the activity on a gross basis rather than net) in the reconciliation for fair value measurements using significant unobservable inputs (Level 3 inputs). The update clarifies existing disclosure requirements for the level of disaggregation used for classes of assets and liabilities measured at fair value, and requires disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements using Level 2 and Level 3 inputs.

As applicable to the Company, the update will become effective as of the first interim or annual reporting period beginning after December 15, 2009, except for the disclosures of the Level 3 roll forward information, which is required for annual reporting periods beginning after December 15, 2010 and for interim reporting periods within those years. The adoption of the new guidance is not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

NOTE 3:- MARKETABLE SECURITIES

As consideration for the sale of the e-ID Division (see Note 1a), 2,827,200 ordinary shares of OTI were issued to the Company (hereinafter – "OTI shares") (of which 212,040 shares were received by the Company but related to its consultants).

During 2007, the Company sold 1,414,716 shares of the OTI shares for a total amount of $7,639 and recorded net realized losses in an amount of $1,116. As of December 31, 2007, the Company recorded write-down expenses in an amount of $2,699, due to the decline in the fair market value of the remaining OTI securities that was considered other than temporary. During 2008, the Company sold the remaining, 1,200,444 OTI shares, for a total amount of $3,192 and recorded net realized losses in an amount of $862. Such amounts were presented in the statement of operation within the financial expenses, net.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)

U.S. dollars in thousands (except per share data)

NOTE 4:- OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES

	December 31,
	2008		2009
Prepaid expenses	$	496	$	16
Government authorities		413		109
Advance payment to suppliers		63		55
Others		102		135
	$	1,074	$	315

NOTE 5:- INVENTORIES, NET

	December 31,
	2008		2009
Raw materials, parts and supplies	$	170	$	17
Finished products		1,137		65
	$	1,307	$	82

As of December 31, 2008 and 2009, the inventory is presented net of allowance for slow inventory in the amount of approximately $109, and $51 respectively.

NOTE 6:- INVESTMENT IN A CERTAIN MAJORITY OWNED SUBSIDIARY

In December 1997, the Company set up SuperCom Slovakia, owned equally with another third-party investor, in order to execute a transaction with the Ministry of Interior of the Slovak Republic.

In March 2000, the Company purchased an additional 16% of SuperComSlovakia, at a nominal value of $1, and granted such third-party investor a loan in an amount of $275, bearing interest of 0.7% per month, for any amounts outstanding. Interest is compounded on the outstanding principal balance of the loan and is to be repaid under the same conditions as the outstanding principal balance.

The third-party investor has an option to buy back 16% of the shares, for $1, upon repayment of the loan to the Company.

The Company currently owns 66% of SuperCom Slovakia's outstanding shares and accounts for the investment using the equity method of accounting, due to the substantive participation rights held by the minority, which impact the Company’s ability to exert control over the subsidiary.

During 2006, the Company wrote down the entire loan balance in that company due to litigation developments regarding this issue and due to low probability of collection. See Note 11c2. During the reported periods, the subsidiary had no operating activity.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)

U.S. dollars in thousands (except per share data)

NOTE 7:- PROPERTY AND EQUIPMENT

	December 31,
	2008		2009
Cost:
Computers and peripheral equipment	$	354	$	320
Office furniture and equipment		193		198
Leasehold improvements		39		46
		586		564
Accumulated depreciation:
Computers and peripheral equipment		243		270
Office furniture and equipment		103		110
Leasehold improvements		22		27
		368		407
Depreciated cost	$	218	$	157

Depreciation expenses for the years ended December 31, 2007, 2008 and 2009, were $38, $73 and $77, respectively.

NOTE 8:- OTHER ASSETS

a. Goodwill

The changes in the carrying amount of goodwill for the years ended December 31, 2008 and 2009 are as follows:

	December 31,
	2008			2009
Balance as of January 1	$	3,644		$	685
Adjustment (*)		276			-
Impairment loss (**)		(3,235	)		(685	)
Balance as of December 31	$	685		$	-

The goodwill resulted from the acquisition of SHC (see Note 1a).

(*) During 2008, the Company adjusted the amount of goodwill resulting from the acquisition of SHC due to:

● Allowance for sales prior to the acquisition in the amount of $202

● Liabilities to employees prior to the transaction date, in the amount of $ 34

● Direct expenses related to the acquisition in the amount of $40

(**) As part of the annual review for impairment, in November 2008, the Company examined the fair value of the intangible assets and the goodwill and in doing so, considered in part, third party expert services. The valuation referred to the U.S. subsidiary as a single reporting unit.

The valuation was conducted on a going concern basis. Since the U.S. subsidiary is closely-held, and thus without a public market for its ownership interests, the appraisal was conducted according to common appraisal practices, and was based on the Free Discounted Cash-Flows ("DCF") method.

In addition, the Company received market indication with respect to the fair value of the U.S. subsidiary in the first quarter of 2009. Based on the above the Company recognized an impairment loss in the amount of $3,235.

During 2009, the Company recognized an impairment of the remaining balance of goodwill which attributed to the components (as described in ASC 360) that have been classified as of December 31, 2009 as discontinued operations. As a result, the impairment was classified in the statements of operations for 2009 within the loss from discontinued operations.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)

U.S. dollars in thousands (except per share data)

NOTE 8:- OTHER ASSETS (Cont.)

b. Intangible assets and deferred charges

		December 31,
	Amortization period	2008			2009(**)
Cost
Deferred charges (a)	Over the contractual life of the bonds	$	255	$	255
Capitalized research and development costs (b)	3 Years		280		-
Patents (c)	3 Years		104		104
Intellectual Property (d), (e)	3 Years (*)		650		-
Brand name (e)	5 Years (*)		500		-
Customer Base (e)	5 Years (*)		506		-
		$	2,295	$	359

Accumulated amortization
Deferred charges	$	255	$	255
Capitalized research and development costs		136		-
Patents		55		98
Intellectual Property		306		-
Brand		133		-
Customer Base		135		-
		1,020		353
Amortized cost	$	1,275	$	6

(*) Commencing on the closing date of the acquisition of SHC on August 28, 2007.

(**) Due to sale of activities in January 2010, the Company classified certain intangible assets in an amount of $517, attributed to the activities within the balance "Assets attributed to discontinued operations". (See Notes 18 and 1b.)

a. The deferred charges were incurred in respect of the issuance of convertible bonds during November, 2006 (an additional amount of $52 was recognized during 2007 with respect to those convertible bonds). Due to a breach of certain convertible bond covenants in 2008, among other things, the Company had to accelerate deferred expenses in the amount of $138. See Note 13.

b. During 2007, the Company capitalized an amount of $280, related to the development of its CSMS product.

c. During February 2007, the Company purchased the remaining 20% of Vuance RFID from the minority for an amount of $100, which was attributed to patents.

d. During the third quarter of 2007, the Company acquired the Credentialing Division of Disaster Management Solutions Inc. for an amount of $125. As a result of this transaction the Company allocated costs to Intellectual Property.

e. During the third quarter of 2007, the Company acquired all of the issued and outstanding stock capital of SHC. As described in Note 1a, the Company allocated cost to:

Intellectual Property, Brand name, Customer Base and Goodwill.

Amortization of intangible assets and deferred charges amounted to $277, $737 and $632 for the years ended December 2007, 2008 and 2009, respectively.

Estimated amortization expenses for the next years are $6 in the year 2010.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)

U.S. dollars in thousands (except per share data)

NOTE 9:- BANK CREDIT

a. As of December 31, 2009, Vuance Inc had an account receivable line of credit from Bridge Bank in an aggregate amount of up to $ 1,000, and as of that date the amount of the credit utilized was $290. The credit line bears interest at the WSJ Prime Rate plus an additional 2.5% annualized on the average daily gross financed amount outstanding. The Floor on Prime Rate is 6%. In addition Vuance Inc is required to pay minimum monthly interest of $1.5, plus a Facility fee of $7.5 annually. Bridge Bank has a perfect first position security interest in all of Vuance Inc's current and future assets, including intellectual property and general intangibles.

The weighted average interest rate on the credit line as of December 31, 2009 was approximately 7.5%.

Due to sale of activities in January 2010 (see Notes 18 and 1b), the Company classified the bank credit balance to discontinued operations.

Other than the loan from Bridge Bank, the Company has no other lines of credit from financial institutions.

b. Regarding guarantees and liens - see Note 11b.

NOTE 10:- ACCRUED EXPENSES AND OTHER LIABILITIES

	December 31,
	2008		2009
Customer advances (*)	$	1,521	$	37
Deferred revenues		234		20
Accrued expenses (**)		3,161		2,779
Other		91		23
	$	5,007	$	2,859

(*) As of December 31, 2008 and 2009, an amount of $1,330 and $0, respectively, relates to advances from customers with respect to long term contract.

(**) As of December 31, 2008 and 2009, includes $1,260 and $0, respectively, of interest and financing charges related to convertible bonds, $192 and $386, respectively, related to marketing expenses, $876 and $881, respectively, related to subcontractors of long term contract and $100 and $398, respectively, related to litigation accruals.

NOTE 11:- COMMITMENTS AND CONTINGENT LIABILITIES

a. Lease commitments:

The Company's facilities and those of certain subsidiaries are rented under several operating lease agreements for periods ending in 2009 - 2014.

On April 18, 2005, the Company signed a lease for new offices in Qadima, (Israel). The lease is for a period of five years commencing on November 1, 2005. The Company has an option to extend the lease period for an additional five years on similar terms. According to the lease, the monthly fee is $16. The Company subleases a portion of these leased facilities.

137

VUANCE LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)

U.S. dollars in thousands (except per share data)

NOTE 11:- COMMITMENTS AND CONTINGENT LIABILITIES (cont.)

a. Lease commitments (cont.):

The Company's subsidiary in the USA has a facility in Peachtree City, GA. The monthly fee of the facility is $2.4. The lease commenced on March 1, 2008 until February 28, 2013.Vuance, Inc. also leases a facility in Rockville, Maryland for a monthly fee of $4.8 which is subleased for a monthly fee of $4.1. The lease commenced on December 1, 2007 until February 28, 2011.

In 2009, Vuance Inc. signed additional lease agreement in Wisconsin. The monthly lease amount for the facilities is $4.5 with eight months free rent. The lease commenced on January 1, 2010 until December 31, 2014.

SuperCom Asia Pacific leases a facility in Hong Kong for a monthly fee of $4.3.

Future minimum lease commitments under non-cancelable operating leases (excluding the portion sub-leased to third parties) for the years ended December 31, are as follows:

2010	$	332
2011		92
2012		83
2013		59
2014		54
	$	620

Rent expenses for the years ended December 31, 2007, 2008 and 2009, were approximately $376, $440 and $331, respectively.

b. Guarantees, indemnity and liens:

1. The Company issued a bank guarantee in the amount of $325 to a supplier, related to a certain project of the Company with a European country. As a condition of this guarantee, as of December 31, 2009, the Company deposited $330, which is presented as restricted cash deposits.

2. Under the sale agreement of the e-ID Division to OTI, the Company agreed to indemnify OTI for any breaches of the Company’s representations, warranties, covenants and obligations for twelve months from the closing date (December 31, 2006).  The indemnification also covers any claim based on the Company’s alleged infringement on the intellectual property of any third party. As of the date of the approval of these financial statements there was no claim for breach from the OTI.

3. In order to secure the line of credit from Bridge Bank, the Bank received a first position security interest in all of Vuance Inc's current and future assets, including intellectual property and general intangibles. See also Note 9a above.

5. In order to secure an agreement with a customer, the Company provided a bank guarantee in    the amount of $75. As a condition of this guarantee, the Company deposited $75 in the bank, which is included as part of assets attributed to discontinued operations.

6. Pursuant to the Amendment Agreements with the convertible bonds holders (see also Note 13), in exchange for security in certain assets of the Company, the Company and the investors agreed to waive compliance and amend certain provisions of the Bond.

7. See also Note 18a and 18b.

138

VUANCE LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)

U.S. dollars in thousands (except per share data)

NOTE 11:- COMMITMENTS AND CONTINGENT LIABILITIES (cont.)

c. Litigation:

1. In April 2004, the Department for Resources Supply of the Ministry of Ukraine (the "Department") filed a claim with the International Commercial Arbitration Court at the Ukrainian Chamber of Commerce and Industry (the “Arbitration Court”) to declare Contract No. 10/82 (the “Contract”), dated April 9, 2002, between the Company and the Ministry of Internal Affairs of the Ukraine (the "Ministry"), as void due to defects in the proceedings by which the Company was awarded the Contract.  In July, 2004, the Arbitration Court declared the Contract as void.  On April 27, 2005, the Company appealed the decision to the High Commercial Court of the Ukraine.  In May 2005, the Department filed a new statement of claim with the Arbitration Court for restitution of $1,048 paid to the Company by the Department under the Contract.  On September 27, 2005, the Company received a negative award issued by the Arbitration Court in the second claim (the "Award").  On December 12, 2005, the Company was informed that the Ukrainian Supreme Court had dismissed its appeal regarding the July 2004 decision. On June 29, 2006, the Ukrainian Supreme Court held that the Arbitration Court award was valid and legal under applicable law.

On September 28, 2008, the Department filed a petition (the "Petition") in the Central District Court of Israel (the "Court"), under which the Department requested the approval of the Award as a valid foreign arbitral award under the laws of the State of Israel.

During November 2008, the Company filed with the Court an objection to the Petition and a petition to declare the Award null and void. The Company's objection and petition rely on what the Company believes to be well-based evidence which the Company has against the manner under which the arbitration proceedings were conducted by the Arbitration Court and against their validness and legality. The Company believes that the arbitration proceedings were conducted partially and jeopardized its basic rights. The Company's claims are also corroborated by a contrary legal opinion written in the scope arbitration decision by one of the arbitrators ("Arbitrator").

On February 16, 2009, the Department filed its response to the Company's claims (the "Response"). The Department raised procedural and other claims in its Response, including a monetary claim that the Company filed which is based on the Award and the filing of such claim basically affirms the Company’s acknowledgment that the Award is valid. On March 25, 2009, the Company filed a response to the Department's response and a requisition to order the Arbitrator to testify in the scope of the Petition proceedings.

On June 6, 2009, a preliminary court session was held regarding the Petition. During the session, the Department's counsel claimed that one of the two machines that the Company previously supplied pursuant to the Contract (which machine is priced higher than the amount of the Department's claim) was not supplied to the Department and was transferred by the Company to another Ukrainian governmental authority. It is noted that the Company has documents that evidence that, contrary to the Department's claim, the Company supplied both of the machines directly to the Department.

At a hearing held on September 23, 2009, the Court accepted the Company's application to summon the Arbitrator as a witness, subject to depositing €5,000 by the Company to ensure coverage of the Arbitrator's expenses. Testimony hearing sessions were scheduled for November 29-30, 2010 (the Company's witnesses) and January 17-18, 2011 (the Petitioner's witnesses).

139

VUANCE LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)

U.S. dollars in thousands (except per share data)

NOTE 11:- COMMITMENTS AND CONTINGENT LIABILITIES (cont.)

c. Litigation (cont.):

1. (cont.)

Based on the opinion of its legal advisors, the Company believes that the above mentioned Ukrainian Arbitration Court decision is incorrect, as a matter of law, that the Ukrainian government’s claim has no merit and that the Ukrainian Arbitration Proceedings were legally defective.  The Company, based on its legal counsels, further believes that there is a good chance that the Petition will be denied. Therefore no provision has been made in the financial statements in respect of the claim for restitution of $1,048.

2. On October 30, 2003, SuperCom Slovakia, a subsidiary (66%) of Vuance Ltd., received an award from the International Arbitral Center of the Austrian Federal Economic Chamber, in a case against the Ministry of Interior of the Slovak Republic (“the Ministry”) relating to the Agreement on Delivery of Technology, Cooperation and Services signed on March 17, 1998.  Upon the Arbitral Award, the Ministry of Interior of the Slovak Republic was ordered to pay SuperCom Slovakia the amount of SKK 80,000,000 (approximately $3,806 as of December 31, 2009) plus interest accruing from March 1999. In addition, the Ministry of Interior of the Slovak Republic was ordered to pay the costs of arbitration in the amount of EUR 42,716 (approximately $61 as of December 31, 2009) and SuperCom Slovakia’s legal fees in the amount of EUR 63,611 (approximately $91 as of December 31, 2009).  The Company has begun an enforcement proceeding to collect the arbitral awards.  The Ministry of Interior of the Slovak Republic filed a claim with the Commercial Court in Vienna, Austria on February 10, 2004, whereby it challenged and requested to set aside the arbitral award.  During September 2005, the Commercial Court of Vienna dismissed the claim.  On October 21, 2005, the Ministry of the Interior of the Slovak Republic filed an appeal.  On August 25, 2006, the Austrian Appellate Court rejected the appeal and ordered the Ministry to reimburse Supercom Slovakia´s costs of the appellate proceeding in the amount of EUR 6,688 within 14 days.  On October 3, 2006, the Company was informed that the Ministry had decided not to file an extraordinary appeal to the Austrian Supreme Court’s decision rejecting its appeal. To date, the Company’s efforts to enforce the Commercial Court’s decision have been unsuccessful.

3. On December 16, 1999, Secu-Systems Ltd. filed a lawsuit with the District Court in Tel-Aviv-Jaffa jointly and severally against the Company and its former subsidiary, InkSure Ltd. (“InkSure”), seeking a permanent injunction and damages arising from the printing method applied to certain products developed by InkSure. In its lawsuit, Secu-Systems asserted claims of breach of a confidentiality agreement between Secu-Systems and the Company, unjust enrichment of the Company and InkSure, breach of fiduciary duties owed to Secu-Systems by the Company and InkSure and misappropriation of trade secrets and damage to Secu-Systems’ property.  On March 15, 2006, the Court denied the breach of contract claim, but upheld the claim for misappropriation of trade secrets and ordered InkSure and the Company to cease all activity involving the use of the confidential knowledge and/or confidential information of Secu-Systems. In addition, the court ordered the Company and Inksure to provide a report certified by an accountant setting forth in full the income and/or benefit received by InkSure and the Company as a result of the infringing activity through the date of the judgment, and ordered the Company and Inksure, jointly and severally, to pay to Secu-Systems compensation in the amount of NIS 100,000 ($26 as of December 31, 2009) and legal expenses as well as attorney’s fees in the amount of NIS 30,000 ($8 as of December 31, 2009) (which was paid during 2006). Secu-Systems has filed an appeal, and the Company and InkSure filed a counter-appeal, on the above ruling.

140

VUANCE LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)

U.S. dollars in thousands (except per share data)

NOTE 11:- COMMITMENTS AND CONTINGENT LIABILITIES (Cont.)

c. Litigation (cont.):

3. (cont.)

On November 1, 2007, the Supreme Court accepted Secu-Systems' appeal and stated that Inksure and the Company have breached the confidentiality agreement. Consequently, the appeal that had been filed by Inksure and the Company was dismissed. The Supreme Court instructed that the case be returned to the District Court for determining the remedies to which Secu-Systems is entitled.

On February 18, 2008, Secu-System filed a petition with the District Court asking that the court allow Secu-System to amend the amount for which it sued as stated in the Statement of Claims to NIS 25,000,000 (approximately $6,623 as of December 31, 2009). The petition is mainly based on the fact that in 2002, Inksure was sold by the Company to a third party for consideration of approximately $6,000 and upon Secu-System's assertion that such amount of consideration constitutes a benefit and/or profit which seems to have been derived from the breach of the confidentiality agreement and upon the assertion that Secu-System is entitled, in light of the Supreme Court's ruling with respect to the breach of the confidentiality agreement, to receive such amount. Another argument made by Secu-System relates to the profit which Inksure allegedly generated from the breach of the confidentiality agreement; this argument is based on an aggregate gross profit of $6,400 according to the financial statements of Inksure for the years 2002-2007.

On March 24, 2008, the Company provided its lawyers with an opinion of a consultant on the subject matter, which included among others the following conclusions:

a. In light of the cost analysis, the Company had no economic profit from the sale of Inksure's shares.

b. The examination of the results of Inksure's business activity in 2002-2007, as reflected in its financial reports, shows that Inksure has not made any profits, and even suffered losses in the said period. The financial reports also show that Inksure had a negative cash flow in these years, which was financed by bank loans and fundraising.

On September 8, 2009, the court denied Secu-System's petition to increase the amount sued. The only evidence that the court allowed Secu-System to submit in order to prove damage is evidence which can show that the reports which Inksure and the Company submitted are incorrect. The court ordered Secu-System to submit its evidence within 45 days, and further ordered that Inksure would be entitled to submit its evidence within 45 days thereafter.

On December 15, 2009, Secu-System filed affidavits of prime testimony on its behalf and the Company filed a request to strike out the affidavits for being out of scope of the court's decision of September 8, 2009. At this stage the court suggested that the parties try a mediation process in order to endeavor to come to an agreement. All the parties agreed to such suggestion.

In the course of the mediation process, during 2010, an agreement in principle was reached, according to which the mediator will be authorized to determine the sum, within the range between NIS 750,000 (approximately $199 as of December 31, 2009) and NIS 1,000,000 (approximately $265 as of December 31, 2009), which the Company shall pay to Secu-Systems. Pursuant to such agreement in principle, the amount determined by the mediator will be paid by the Company in 10 equal, consecutive monthly installments. It should be noted, however, that a mediation agreement has not been signed yet.

141

VUANCE LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)

U.S. dollars in thousands (except per share data)

NOTE 11:- COMMITMENTS AND CONTINGENT LIABILITIES (Cont.)

c. Litigation (cont.):

3. (cont.)

The Company made an allowance in the amount of $230 that reflects the expected legal expenses related to this litigation.

4. On January 20, 2008, the Manufacturers Association of Israel (the "Plaintiff") filed a lawsuit with the labor court in Tel Aviv-Jaffa (the "Court") against Vuance Ltd. ("the Company"), seeking an amount of NIS 82,789 + VAT (as of June 20, 2008 approximately $26 + VAT) for service fees for the years 2001-2007, as well as legal expenses and attorney's fees of the Plaintiff. In addition, the Plaintiff has asked the Court to instruct the Company to submit the necessary documentation, certified by the Company's accountant, needed to calculate the service fees sought by the Plaintiff. During 2008, the Company and the Plaintiff reached a settlement whereby the Company paid $8 as compromise, which amount was included in the 2008 financial statements.

5. Somet HaSharon ("Somet") is the owner of the office building in Qadima where the Company's offices are located in accordance with a lease agreement from 2005.

The Company has discovered that there are discrepancies between the leased area as it appears in the lease agreement and the space actually possessed by the Company. Consequently, the Company has sent to Somet a set-off notice regarding the excess lease payments that, according to the Company, Somet has collected from the Company since the commencement of the lease period.

The entire dispute has been submitted to an agreed-upon Arbitrator.

A first arbitration session was held on February 19, 2009. At this session, a time table for submitting the statements of claims was set. Accordingly, the Company submitted its statement of defense, as well as a statement of counterclaim on June 14, 2009, and Somet's response to such statements was submitted approximately two weeks before the date set for a testimony hearing. Such hearing was held on August 18, 2009.

Somet's summations were submitted on February 17, 2010. The Company submitted summations on May 30, 2010.

On June 28, 2010, the arbitral award was received, pursuant to which the claim against the Company was accepted and the Company's counterclaim was rejected. In addition, legal expenses in the amount of NIS 20,000 (approximately $5 as of December 31, 2009) were awarded in favor of Somet. In consequence of the arbitral award, the arbitrator handed over to Somet the checks that the Company had drawn and deposited with the arbitrator as security.

As of the filing date of this financial report the Company has not filed a petition seeking to annul the arbitral award.

142

VUANCE LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)

U.S. dollars in thousands (except per share data)

NOTE 11:- COMMITMENTS AND CONTINGENT LIABILITIES (Cont.)

c. Litigation (cont.):

6. Vuance Inc. is the defendant in an action filed on March 26, 2010 by two former employees, which are also shareholders of the Company and currently pending in the Circuit Court for Milwaukee County. The two Plaintiffs in that matter claim that each was a party to an Employment Agreement with Vuance Inc. and that Vuance Inc. is in breach of those agreements. Each of the Employment Agreements provides, inter alia, that any disputes arising under or in connection with the Agreement shall be resolved by third-party mediation and, failing that, by binding arbitration. Accordingly, counsel in the matter have agreed to have the dispute mediated by a third party. Counsel have agreed that the time for Vuance Inc. to answer or otherwise respond to the complaint in the matter is indefinitely extended. Together, the Plaintiffs claim they have been damaged in an amount of $168. Vuance Inc. made an allowance of $168, in 2009 that reflects the expected expenses related to this litigation.

d. In a certain transaction, the Company is obligated to pay a certain percentage of the revenues to third parties.

e. The Company is obligated, under certain contracts with one of its manufacturers, to purchase certain blanket orders from such manufacturer, with no specific time requirements.

NOTE 12:- TAXES ON INCOME

a. Measurement of results of operations for tax purposes under the Israeli Income Tax Law (Inflationary Adjustments), 1985.

Until December 31, 2007, the results of operations for tax purposes were measured in terms of earnings in NIS after adjustments for changes in Israel's Consumer Price Index ("CPI"). Commencing January 1, 2008, this law is void and in its place there are transition provisions, whereby the results of operations for tax purposes are to be measured on a nominal basis. As explained in Note 2b, the financial statements are measured in U.S. dollars. The difference between the annual change in Israel's CPI and in the NIS/dollar exchange rate causes a further difference between taxable income and income before taxes shown in the financial statements. In accordance with paragraph 25-3f of ASC TOPIC 740-10-25, Income Taxes (, the Company has not provided for deferred income taxes on the above difference between the functional currency and the tax bases of assets and liabilities.

b. Reduction in corporate tax rates:

On July 25, 2005, the Israeli Parliament passed an amendment to the Income Tax Ordinance (No. 147) - 2005, gradually reducing the tax rate applicable to the Company  as follows: in 2006 - 31%, in 2007 - 29%, in 2008 - 27%, in 2009 - 26% and in 2010 and thereafter - 25%.

On July 23, 2009, as part of the Arrangements Law for the period 2009-2010, article 126 of the Income Tax Ordinance (New Version) – 1961 was amended, whereby the corporate tax rate would be gradually reduced commencing in the 2011 tax year and thereafter, as follows: 2011 – 24%, 2012 – 23%, 2013 – 22%, 2014 – 21%, 2015 – 20% and 2016 and thereafter – 18%.

c. Non-Israeli subsidiaries:

Non-Israeli subsidiaries are taxed according to the tax laws of the countries in which they are located.

143

VUANCE LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)

U.S. dollars in thousands (except per share data)

NOTE 12:- TAXES ON INCOME (cont.)

d. Deferred income taxes:

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the deferred tax assets of the Company and its subsidiaries are as follows:

	December 31,
	2008			2009
Operating loss carryforward	$	10,106		$	9,809
Reserves and allowances		921			721
Net deferred tax asset before valuation allowance		11,027			10,530
Valuation allowance		(11,027	)		(10,530	)
Net deferred tax asset	$	-		$	-
Deferred income taxes consist of the following:
Domestic	$	6,760		$	5,701
Valuation allowance		(6,760	)		(5,701	)
Foreign		4,267			4,829
Valuation allowance		(4,267	)		(4,829	)
	$	-		$	-

As of December 31, 2009, the Company and its subsidiaries have provided valuation allowances of $10,530 in respect of deferred tax assets resulting from tax loss carryforwards and other temporary differences. Management currently believes that since the Company and its subsidiaries have a history of losses, the deferred tax assets are not considered more likely than not to be realized in the foreseeable future.

e. Net operating loss carryforwards and loss on marketable securities:

Vuance Ltd. has accumulated losses for tax purposes as of December 31, 2009, in an amount of approximately $25,122, which may be carried forward and offset against taxable income in the future for an indefinite period. VuanceLtd. also has a loss on marketable securities in an amount of $11,261 which may be carried forward and offset against gains on marketable securities and capital gains for an indefinite period. VuanceLtd. also has a capital loss in an amount of $888 which may be carried forward and offset against capital gains for an indefinite period.

As of December 31, 2009, Vuance's subsidiaries in the United States and Hong Kong have estimated total available carryforward tax losses of $13,690 and $ 1,170, respectively. In Hong-Kong tax losses are available to offset against taxable income, if any, for an indefinite period. In the U.S., tax losses can be carried forward for 20 years. However, utilization of U.S. net operating losses may be subject to a substantial annual limitation due to the "change in ownership" provisions of the Internal Revenue Code of 1986 and similar state provisions. These annual limitations may result in the expiration of net operating losses before utilization. An amount of $3,413 of the carryforward tax losses of the Company's subsidiary in the U.S, is subject to such limitation, due to the SHC acquisition.

144

VUANCE LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)

U.S. dollars in thousands (except per share data)

NOTE 12:- TAXES ON INCOME (cont.)

f. Vuance Ltd has assessments which are considered as final until the tax year ended December 31, 2004.

Vuance’s subsidiaries in the United States and Israel have not received final assessments since their incorporation.

Vuance’s subsidiary in Hong-Kong has an assessment that is considered to be final until the tax year ended December 31, 2000.

g. Loss before taxes on income consists of the following:

	Year ended December 31,
	2007			2008			2009
Domestic	$	(8,173	)	$	(4,854	)	$	(2,011	)
Foreign		(646	)		(1,328	)		(477	)
	$	(8,819	)	$	(6,182	)	$	(2,488	)

h. Reconciliation of the theoretical tax expense (benefit) to the actual tax expense (benefit):

A reconciliation of theoretical tax expense, assuming all income is taxed at the statutory rate applicable to the income of companies in Israel, and the actual tax expense, is as follows:

	Year ended December 31,
	2007			2008			2009
Loss before taxes on income, as reported in the consolidated statements of operations	$	(8,819	)	$	( 6,182	)	$	(2,488	)
Statutory tax rate in Israel		29	%		27	%		26	%
Theoretical tax benefit	$	(2,557	)	$	( 1,669	)	$	(647	)
Carryforward losses and other deferred taxes for which a full valuation allowance was recorded		2,560			2,045			503
Tax expenses related to withholding tax at source		353			137			31
Differences in taxes resulting from rate applicable to foreign subsidiary and others		34			(376	)		184
Actual income tax	$	390		$	137		$	71

145

VUANCE LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)

U.S. dollars in thousands (except per share data)

NOTE 13:- CONVERTIBLE BONDS

In November 2006, the Company raised $3,156.5 through the issuance of Units consisting of Convertible Bonds and Warrants. Units valued at $2,500 were issued to a single investor, and Units valued at $656.5 were issued to Special Situation Funds (SSF), based on the participation rights provided in a private placement during 2005, which were existing shareholders of the Company. According to their original terms, the Convertible Bonds mature three years from the date of issuance and bear interest at an annual rate of 8% (which was updated as described below). Any withholding and other taxes payable with respect to the interest will be grossed up and paid by the Company (approximately 3% of the principal of the bonds), payment of interest will be net of any tax. Subject to certain redemption provisions, as described below, the Convertible Bonds may be converted at any time, at the option of the investors, into the Company's ordinary shares at an original conversion price of $5 per share (see amendment below). The investors were also granted Warrants entitling them to acquire a total of 134,154 ordinary shares at an original exercise price of $5 per share during the next five years (see amendments below). In respect of this transaction, the Company paid approximately $215 cash as issuance expenses and granted an option to acquire up to 25,000 shares of the Company to a third party, exercisable at an original $5 per share. The fair market value of this grant was $ 40.

If the Company fails to fulfill certain conditions, the investors may accelerate repayment of the principal amount of $3,156.5 of the Convertible Bonds, in which case all interest payable until Maturity Date will immediately become due and payable.

The Company has determined that the embedded conversion feature should not be separated from the host instrument because it qualifies for equity classification. Therefore the transaction was accounted for in accordance with ASC Topic 470 - 20, "Debt - Debt with Conversion and Other Options. The fair market value of the Warrants was determined based on the fair value of the instruments issued using the Black-Scholes pricing model, assuming a risk free rate of 5%, a volatility factor of 78.21%, dividend yields of 0% and an expected life of 2 years. The original expiration date of the Warrants is November 2011 (see amendment below).

As a result, the Company recorded in 2006 an amount of $282 in respect of the Warrants and an amount of $632 as a beneficial conversion feature in respect of the Convertible Bonds, as a credit to shareholders' equity (additional paid in capital). The discount of the bonds as a result of the value assigned to the warrants and the beneficial conversion feature was amortized during the contractual term of the bonds.

In November 2007, due to a breach of certain conditions of the convertible bonds, the investors had the right to accelerate the repayment of the principal amount of the bonds with all the interest payable until the maturity date of the bonds. However, the Company signed an amendment to the agreement with the investors under which the Company was required to pay to one of the investors the abovementioned interest amount ($276) (with any withholding and other taxes payable with respect to the interest (approximately 3% of the principal of the bonds)) and in respect of the other investors, the Company changed the conversion ratio of the bonds to $4.25. In consideration, the investors waived their right to accelerate the repayment of the bonds. The Company accounted for the amendment as a modification of the bonds.

146

VUANCE LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)

U.S. dollars in thousands (except per share data)

NOTE 13:- CONVERTIBLE BONDS (Cont.)

In June 2008, following a breach of the amended terms of the convertible bonds, the Company reached an agreement with one of the investors (with a principal amount of $2,500), under which, among other things, the investor waived the Company's compliance with certain covenants under its Convertible Bonds, in exchange for:

a. Increasing the interest rate to 10% starting March 31, 2008. Any withholding and other taxes payable with respect to the interest will be grossed up and paid by the Company (approximately 3% of the principal of the bonds).

b. Reducing the exercise price of the bond and the warrants to $3 and $2.8, respectively.

c. The Company undertook to place a fixed charge on all income and/or rights in connection with a certain European Airport Project. This charge shall be senior to any indebtedness and/or other pledge and encumbrance, but shall, however, be subject to certain rights of the Company to use part of the income.

d. Certain anti-dilution rights with respect to the warrants held by the investor.

In addition, under certain circumstances, the investor might have the right to demand early payment of partial or full amount of the Convertible Bonds (up to the $2,500 as mentioned above). The Company accounted for the amendment as an extinguishment of the Bonds.

Due to the breach of certain convertible bond covenants, the Company had to recognize, in 2008, financial expenses in the amount of $553, to accelerate deferred expenses in the amount of $138 and to accelerate the remaining discount amounts (attributed to warrants and the beneficial conversion feature) in the amount of $724. In addition, as of December 31, 2008, the Convertible Bond was classified as a current liability

On August 12, 2009, the Company entered into a bond Amendment Agreement (the “Amendment Agreement”) with one of the investors, with principal amount of $2,500, pursuant to the Amendment Agreement, in exchange for security in certain assets of the Company, inter alia all incomes and/or rights in connection therewith to which the Company and its Subsidiaries are and shall be entitled as a result of the Slovakian Project Arbitral Award, and on all amounts in connection with the project related to the arbitration, the Company and the investor agreed to waive compliance and amend certain provisions of the Bond to, among other things, (i) increase the applicable rate of interest to 12% and by 0.5% every 180 days afterward, (ii) release the Company from certain payments upon the completion of certain payments of principal and interest due under the Bond, and (iii) make monthly payments of $41 against the total amount due under the Bond over an eight (8) year period. The modification was determined to be a debt extinguishment.

On November 9, 2009, the Company entered into an Amendment Agreement (the “Amendment Agreement”) with SSF, the other investor (with a principal amount of $624), pursuant to the Amendment Agreement, in exchange for security in certain assets of the Company, the Company and SSF agreed to waive compliance and amend certain provisions of the Bond to, among other things, (i) increase the applicable rate of interest to 12% and by 0.5% every 180 days afterward, (ii) release the Company from certain payments upon the completion of certain payments of principal and interest due under the Bond, (iii) make monthly payments of $10 against the total amount due under the Bond over an eight (8) year period and (iv) Reducing the exercise price of the bond and the warrants to $3 and $2.8, respectively. The modification was determined to be a debt extinguishment.

As of December 31, 2009, in light of the above amendments, total principal amount of $430 is presented in current liabilities and a total principal amount of $2,624 is presented in long-term liabilities. In addition, an amount of $1,693 (including interest and penalties that it was agreed to be paid after the principal amount is paid), is presented among long-term loan and others.

147

VUANCE LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)

U.S. dollars in thousands (except per share data)

NOTE 13:- CONVERTIBLE BONDS (Cont.)

As of December 31, 2009, the Company is in compliance with covenants under the amended Convertible Bond agreements.

In January 2010, the Company received the investors' consent to sell its EAC and CSMS businesses (as described in Note 18). In addition, the Company created a specific (fixed) charge in favor of the investors on the intellectual property rights belonging to the remaining RFID business of the Company.

NOTE 14:- SHARE CAPITAL

a. The Company’s ordinary shares were listed for trade on the Euronext Brussels stock market, under the symbol “SUP”, (since October 23, 2003) which became “VUNC” after the Company's name change on May 14, 2007. The Company applied for delisting of its shares from the Euronext Brussels stock market, and its application was approved on May 6, 2008, effective August 4, 2008. Since November 5, 2004, the Company’s ordinary shares have also traded on the OTC Bulletin Board under the symbol "SPCBF.OB" which, following the recent name change of the Company became “VUNCF.OB”. Since August 23, 2007, the ordinary shares of the Company were approved for trade on the NASDAQ Capital Market under the symbol “VUNC” and trading on the OTC Bulletin Board ceased.

On December 11, 2008, the Company received a letter from the NASDAQ Capital Market advising the Company that it did not comply with the Listing Requirements.

As a result, the NASDAQ Capital Market Staff began reviewing the Company’s eligibility for continued listing on the NASDAQ Capital Market. To facilitate their review, the NASDAQ Capital Market Staff requested that the Company provide a “Plan” on or before December 26, 2008 (the "Plan").  After the Company submitted the Plan, on March 30, 2009 the Company received further correspondence from NASDAQ that it did not comply with the Listing Requirements, and therefore, trading of the Company’s ordinary shares would be suspended at the opening of business on April 8, 2009, and a form 25-NSE would be filed with the SEC removing the Company’s securities from listing and registration on The NASDAQ Capital Market, unless the Company requested an appeal of the delisting NASDAQ by NASDAQ. 

The Company appealed the NASDAQ determination to the Panel, which automatically stayed the delisting of the Company’s ordinary shares until the Panel reached a decision.  On June 17, 2009, the Panel granted the Company’s request for an extension of time to achieve full compliance with the Listing Requirements.

On September 29, 2009, the Company received a NASDAQ Staff Determination letter indicating that the Company failed to comply with the minimum stockholders’ equity requirement of $2.5 million as set forth in Listing Rule 5550(b) (formerly Marketplace Rule 4310(c)(3)).  As a result, NASDAQ notified the Company that its securities will be delisted from The NASDAQ Stock Market and trading in its shares will be suspended effective at the open of business on October 1, 2009.

The Company was advised by Pink OTC Markets Inc., which operates an electronic quotation service for securities traded over-the-counter, that its securities are immediately eligible for quotation in the Pink Sheets effective as of the open of business on October 1, 2009. The common stock of the Company is quoted under the ticker symbol “VUNCF”.

148

VUANCE LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)

U.S. dollars in thousands (except per share data)

NOTE 14:- SHARE CAPITAL

a. (cont.)

On May, 14 2007 a 1 for 5.88235 reverse split of the Company’s ordinary shares became effective for trading purposes. Pursuant to this reverse share split, each 5.88235 ordinary shares of NIS 0.01 par value became 1 ordinary share of NIS 0.0588235 par value. Unless otherwise noted, all share and per share amounts for all periods presented (including numbers of options, warrants and convertible bonds) have been retroactively restated to give effect to this reverse split.

b. During 2007, the Company increased its authorized share capital to 12,000,000 ordinary shares.

c. During 2009 and 2008, 168,865 and 104,513 ordinary shares, respectively, were issued as consideration to settle liabilities to an officer and other payables in an aggregate amount of $63 and $249, respectively and 3,550 ordinary shares were issued during 2008 due to the 2007 reverse split.

d. Shareholders' rights:

The ordinary shares confer upon the holders the right to receive notice to participate and vote in the general meetings of the Company, and the right to receive dividends, if declared.

e. Stock options:

1. In 2003, the Company adopted a stock option plan under which the Company issues stock options (the “Option Plan”). The Option Plan is intended to provide incentives to the Company’s employees, officers, directors and/or consultants by providing them with the opportunity to purchase ordinary shares of the Company. Subject to the provisions of the Israeli Companies Law, the Option Plan is administered by the Compensation Committee, and is designed: (i) to comply with Section 102 of the Israeli Tax Ordinance or any provision which may amend or replace it and the rules promulgated thereunder and to enable the Company and grantees thereunder to benefit from Section 102 of the Israeli Tax Ordinance and the Commissioner’s Rules; and (ii) to enable the Company to grant options and issue shares outside the context of Section 102 of the Israeli Tax Ordinance. Options granted under the Option Plan will become exercisable ratably over a period of three to five years or immediately in certain circumstances, commencing with the date of grant. The options generally expire no later than 10 years from the date of grant. Any options which are forfeited or canceled before expiration become available for future grants.

As a result of an amendment to Section 102 of the Israeli Tax Ordinance as part of the 2003 Israeli tax reform, and pursuant to an election made by the Company thereunder, capital gains derived by optionees arising from the sale of shares issued pursuant to the exercise of options granted to them under Section 102 after January 1, 2003, will generally be subject to a flat capital gains tax rate of 25%.  However, as a result of this election, the Company will no longer be allowed to claim as an expense for tax purposes the amounts credited to such employees as a benefit when the related capital gains tax is payable by them, as the Company had previously been entitled to do under Section 102.

On June 27, 2007, the Compensation Committee and board of directors of the Company approved a new option plan under which the Company may grant stock options to the U.S. employees of the Company and its subsidiaries. Under this new option plan, the Company may grant both qualified (for preferential tax treatment) and non-qualified stock options. On August 15, 2007, the new option plan was approved by the shareholders of the Company at the general shareholders meeting. 

149

VUANCE LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)

U.S. dollars in thousands (except per share data)

NOTE 14:- SHARE CAPITAL (Cont.)

e. Stock options (cont.):

1. (cont.)

As of December 31, 2009, 3,086,508 ordinary shares are available for future grants of options, warrants, shares and other financial instruments.

2. During 2007, the Board of Directors approved grants of options as follows:

Number of options granted		Exercise price
	37,400		4.412
	71,500		5.100
	21,000		4.900
	62,333		0.014
	47,372		0.058
	5,500		4.850
	141,500		4.640
	34,000		4.120

An additional 217,600 options were granted during 2007 to related parties including directors.

During 2008, the Board of Directors approved grants of options as follows:

Number of options granted		Exercise price
	2,000		3.38
	43,000		1.88

In September 2008, the Board of Directors approved a re-pricing of options for 3 executive officers for a total of 149,600 options, which had exercise prices ranging between $2.47 and $14.8235.  The re-pricing changed the exercise price of the options to $1.86. The total incremental compensation cost at the date of the modification was $66 of which $59 was recognized during 2008.

In December 2008, the Special General Meeting approved the re-pricing and the extension (if applicable) of 354,617 options held by related parties. See Notes 15a, 15b and 15d. The total incremental compensation cost at the date of the modification amounted to $44 and was recognized as an expense since all the options were fully vested.

On January 9, 2009, according to the board resolution on October 27, 2008 and the Special General Meeting dated December 21, 2008, the Company issued to: a) the Chairman of the Board of Directors; b) a member of the Company's Board of Directors who is also one of the co-founders; c) one of the co-founders of the Company and d) another member of the Company's Board of Directors options to purchase up to: 256,456, 179,966, 126,944 and 42,121 shares of the Company, respectively. The options have an exercise price of NIS 0.0582235 per share, vested immediate and will expire after ten years. The options were issued as a partial payment for certain liabilities to the terms of their appointment with the Company. (See also Note 15d)

On March 12, 2009, the Company issued options to purchase up to 161,718 shares to several employees and ex-employees as a partial payment of their payroll. The options have an exercise price of NIS 0.0582235, vested immediate and will expire after ten years.

150

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)

U.S. dollars in thousands (except per share data)

NOTE 14:- SHARE CAPITAL (Cont.)

e. Stock options (cont.):

3. A summary of the Company's stock option activity and related information is as follows:

	Year ended December 31
	2007					2008						2009
	Number of options			Weighted average exercise price		Number of options			Weighted average exercise price			Number of options			Weighted average exercise price
Outstanding at beginning of year		553,902		$	5.12		1,076,756		$	4.43			981,462		$	2.55	(*)
Granted		638,205		$	3.86		45,000		$	1.95			767,205		$	0.015
Exercised		(25,968	)	$	3.16		(27,032	)	$	0.32			(93,056	)	$	0.015
Canceled and forfeited		(89,383	)	$	5.06		(113,262	)	$	6.17			(166,435	)	$	3.30
Outstanding at end of year		1,076,756		$	4.43		981,462		$	2.55	(*)		1,489,176		$	1.34	(*)
Exercisable at end of year		591,485		$	4.81		663,021		$	2.51	(*)		1,413,027		$	1.26	(*)

(*) The weighted average exercise price, presented as of December 31, 2008 and 2009, is after the re-pricing made during 2008, as mentioned above and in Note 15.

The weighted average fair value of options granted during the reported periods was $2.87, $0.88 and $0.43, per option, for the years ended December 31, 2007, 2008 and 2009, respectively.

The fair value of these options was estimated on the date of grant using the Black & Scholes option pricing model. The following weighted average assumptions were used for the 2007, 2008 and 2009 grants: risk-free rate of 4.05%, 4.24% and 0.75%, respectively, dividend yield of 0%, expected volatility factor of 57.20%, 52.29% and 193.27%, respectively and expected term of 3.6, 4 and 2.08 years, respectively. In 2009, the fair value of only 125,142 options were calculated using the Black & Scholes option pricing model, for all other options granted in 2009, the fair value of the options issued as a partial payment of payroll liability which exercise price was close to nil, was based on the fair value of the shares on the date of the related payroll, which equals the related payroll liability.

The expected volatility was based on the historical volatility of the Company’s stock. The expected term was based on the historical experience and based on Management estimate.

Compensation expenses recognized by the Company related to its share-based employee compensation awards were $1,032, $856 and $483 for the years ended December 31, 2007, 2008 and 2009, respectively.

The following table summarizes the allocation of the stock-based compensation charge

	Year ended December 31,
	2007		2008		2009
Cost of revenues	$	5	$	16	$	7
Research and development expenses		336		353		226
Selling and marketing expenses		158		151		43
General and administrative expenses		533		336		207
	$	1,032	$	856	$	483

151

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)

U.S. dollars in thousands (except per share data)

NOTE 14:- SHARE CAPITAL (Cont.)

e. Stock options (cont.):

3. A summary of the Company's stock option activity and related information is as follows (cont.):

The options outstanding and exercisable as of December 31, 2009, have been separated into ranges of exercise prices as follows:

Range of exercise price	Options outstanding as of December 31, 2009		Weighted average remaining contractual life (years)		Weighted average exercise price		Aggregate intrinsic value		Options exercisable as of December 31, 2009		Weighted average exercise price		Aggregate intrinsic value
$ 0.01 - $ 0.06		736,436		8.91		0.016	$	136		730,272		0.016	$	135
$1.10 - $ 1.88		495,417		4.96		1.33		-		460,200		1.33		-
$ 2.47 - $ 3.38		33,626		3.25		2.99		-		33,626		2.99		-
$ 4.12 - $ 4.90		131,397		3.36		4.46		-		109,262		4.43		-
$ 5.00 - $ 5.24		75,300		4.18		5.07		-		62,667		5.08		-
$ 14.82		17,000		2.25		14.82		-		17,000		14.82		-
		1,489,176				1.34				1,413,027		1.26

The aggregate intrinsic value of the above table represents the total intrinsic value, based on the Company’s stock price of $0.2 as of December 31, 2009, less the weighted average exercise price per range. This represents the potential amount received by the option holders had all option holders exercised their options as of that date.

The total intrinsic value of options exercised during the years ended December 31, 2007, 2008 and 2009 was $62, $53 and $36, respectively, based on the Company’s average stock price of $5.57, $2.26 and $0.4, during the years ended respectively.

A summary of the status of the Entity’s non-vested options granted to employees as of December 31, 2009 and changes during the year ended December 31, 2009 is presented below:

	Options			Weighted–average grant-date fair value
Non-vested at January 1, 2009		318,441		$	2.21
Granted		767,205		$	0.43
Vested (including cancelled and exercised)		(880,255	)	$	0.75
Forfeited		(129,242	)	$	2.21
Non-vested at December 31, 2009		76,149		$	1.15

As of December 31, 2009, there was $103 total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the stock option plans, of which, $98 is expected to be recognized during the year 2010 and $5 during the year 2011.

152

VUANCE LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)

U.S. dollars in thousands (except per share data)

NOTE 14:- SHARE CAPITAL (Cont.)

f. Private placements and warrants:

1. During 2007 and 2008, the Board of Directors approved a grant of warrants to acquire up to 44,000 and 100,000 shares, respectively, to certain consultants. The exercise prices under the terms of the options range between $0.65 to $5.47 per share. The fair market value of the warrants is $55 and $64, respectively, as computed using the Black & Scholes pricing model with the following weighted average assumption: risk-free interest of 3.00% - 4.25%, dividend yield of 0, volatility factor of the excepted market price of the Company’s ordinary shares of 36% and 101.44% , respectively, and expected term of the warrants of 2.38 and 2.90 average years respectively. During 2007 and 2008, the Company recognized $38 and $51, as compensation expenses, respectively. During 2009, no warrants were granted. Regarding investments after the balance sheet date, see Note 18d.

2. A summary of the Company's warrants activity to consultants, investors (including warrants issued in connection with convertible bonds), and related information is as follows:

	Year ended December 31
	2007					2008					2009
	Number of options			Weighted average exercise price		Number of options			Weighted average exercise price		Number of options			Weighted average exercise price
Outstanding at beginning of year		759,916		$	4.65		782,685		$	4.64		857,185		$	3.92
Granted		44,000		$	4.72		100,000		$	1.20		-			-
Exercised		-			-		-			-		-			-
Canceled and forfeited		(21,231	)	$	5.00		(25,500	)	$	5.04		(198,479	)	$	5.91
Outstanding at end of year		782,685		$	4.64		857,185		$	3.92		658,706		$	3.18	(*)
Exercisable at end of year		747,185		$	4.63		763,852		$	4.27		652,040		$	3.18	(*)

(*) The Weighted average exercise price is after a re-price of the exercise price related to the convertible bonds holders.

The warrants to consultants, investors (including warrants issued in connection with convertible bonds), outstanding and exercisable as of December 31, 2009, have been separated into ranges of exercise prices as follows:

Range of exercise price	Options outstanding as of December 31, 2009		Weighted average remaining contractual life (years)		Weighted average  exercise price		Aggregate  intrinsic value		Options exercisable as of December 31, 2009		Weighted average exercise price		Aggregate intrinsic value
$ 0.65		80,000		3.875	$	0.65		-		80,000	$	0.65		-
$ 2.50 - $ 3.53		459,003		1.32	$	3.19		-		452,337	$	3.19		-
$ 4.42 - $ 4.85		71,200		4.34	$	4.67		-		71,200	$	4.67		-
$ 5 - $ 5.48		48,503		3.25	$	5.07		-		48,503	$	5.07		-
		658,706			$	3.18				652,040	$	3.18

3. The fair value of all the warrants granted as described above was measured based on the fair value of the instruments issued on the date of grant, since, based on the opinion of Company Management, such measurement is more reliable than the fair value of services.

153

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)

U.S. dollars in thousands (except per share data)

NOTE 14:- SHARE CAPITAL (Cont.)

g. Dividends:

In the event that cash dividends are declared in the future, such dividends will be paid in NIS. The Company does not intend to distribute cash dividends in the foreseeable future.

h. Convertible bonds and warrants – see Note 13.

NOTE 15:- RELATED PARTY TRANSACTIONS

a. On October 1, 2001, the Company entered into a consulting agreement with a company owned by the Chairman of the Board of Directors, who was one of the co-founders of the Company.

In consideration of these consulting services, the Company has undertaken to pay $10.5 per month plus motor vehicle expenses. In addition the Company pays $1.5 per month as a director’s fee. During 2007, 2008 and 2009, the Company paid in cash $144, $121 and $32, respectively, pursuant to this agreement. (Regarding the partial payment in options during 2008 and 2009, see Note 15d below.)

In December 2008, according to the Special General Meeting, 296,817 options with an exercise price in the range of $2.4706 to $5 were re-priced to $1.1 and all such options with an expiration date prior to October 27, 2013, shall nonetheless be exercisable until October 27, 2013.

For subsequent events see Note 18e.

b. On October 1, 2001, the Company entered into a consulting agreement with a company owned by a member of the Company's Board of Directors, who was one of the Company's co-founders and a principal shareholder. On January 13 2005, the General Shareholders Meeting approved, inter-alia, the following amendments to the consulting agreement:

● As of the date of the approval of the General Shareholders Meeting, the consideration shall be an amount of $7 per month.

● Upon the termination of the car lease agreement in March 2005, to increase the car lease, to a price of up to NIS 4,200 (approximately $1.1 as of December 31, 2009), (excluding tax) per month.

In addition, the Company pays $1.5 per month as a director’s fee.  During 2007, 2008 and 2009, the Company paid in cash $102, $84 and $22, pursuant to this agreement. (Regarding the partial payment in options during 2008 and 2009, see below Note 15d.)

In December 2008, according to the Special General Meeting, 37,400 options with an exercise price in the range of $2.4706 to $5 were re-priced to $1.1 and all such options with an expiration date prior to October 27, 2013, shall nonetheless be exercisable until October 27, 2013.

For subsequent events see Note 18e.

c. On October 1, 2001, the Company entered into a consulting agreement with a company owned by one of the co-founders of the Company.

In consideration for these services, the Company has undertaken to pay $4.6 per month plus motor vehicle expenses. During 2007, 2008 and 2009, the Company paid in cash $71, $58 and $15 respectively, pursuant to this agreement. (Regarding the partial payment in options during 2008 and 2009, see Note 15d below.)

154

VUANCE LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)

U.S. dollars in thousands (except per share data)

NOTE 15:- RELATED PARTY TRANSACTIONS (Cont.)

d. On December 21, 2008, the Special General Meeting of Shareholders approved that as part of a cost cutting plan, all of the Company's non-external directors, will join a temporary arrangement pursuant to which the remuneration payable to them shall be paid in fully vested options to purchase shares of the Company instead of in cash, effective October 1, 2008, for a minimum period of three months, with an option to the Company to extend it from time to time for additional consecutive periods of up to twelve (12) months in the aggregate. In addition (a) all options held by the Participants on October 27, 2008, shall be re-priced so that the exercise price thereof shall be $1.1 (the closing price of the Ordinary Share on said date), and (b) all such options with an expiration date prior to October 27, 2013, shall nonetheless be exercisable until October 27, 2013. (See also Note 14e2.)

e. As of December 31, 2009, the Company accrued $79 expenses arising from related party transactions providing for consulting services..

f. As of December 31, 2009, the Company accrued $252 as employee and payroll expenses arising from a bridge loan that the Company received from its Chairman of the Board of Directors This loan was paid in full by the Company on January 10, 2010.

NOTE 16:- SEGMENTS, MAJOR CUSTOMERS AND GEOGRAPHIC INFORMATION

a. Summary information about geographic areas:

The Company manages its business on the basis of one reportable segment (see Note 1 for a brief description of the Company's business) and follows the requirements of ASC Topic 280, "Segment Reporting".

The following is a summary of revenues from external costumers of the continued operations within geographic areas, based on the location of customers and data regarding long-lived assets:

	Year ended December 31,
	2007				2008				2009
	Total		Long-lived		Total		Long-lived		Total		Long-lived
	Revenues		Assets(*)		Revenues		Assets (*)		revenues		Assets(*)
Europe	$	9,003	$	-	$	15,193	$	-	$	8,180	$	-
Asia Pacific		1,330		13		310		7		76		4
Africa		823		-		350		-		-		-
United States		709		5,248		1,965		1,842		976		52
Israel		371		613		294		329		72		107
	$	12,236	$	5,874	$	18,112	$	2,178	$	9,304	$	163

(*) Long lived asset data includes allocation of intangible assets and goodwill amounts.

155

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)

U.S. dollars in thousands (except per share data)

NOTE 16:- SEGMENTS, MAJOR CUSTOMERS AND GEOGRAPHIC INFORMATION (cont.)

b. Summary of revenues from external costumers of the continued operations based on products and services:

	Year ended December 31,
	2007		2008		2009
Raw materials and equipment	$	8,237	$	15,048	$	6,884
Maintenance, royalties and project management		3,999		3,064		2,420
	$	12,236	$	18,112	$	9,304

c. Major customer data as a percentage of total sales from external costumers of the continued operations:

	Year ended December 31,
	2007			2008			2009
Customer A		53	%		30	%		67	%
Customer B		18	%		54	%		21	%
Customer C		9	%		*			-

(*) Less than 10%.

NOTE 17:- FINANCIAL EXPENSES, NET

	Year ended December 31,
	2007			2008			2009
Financial expenses:
Interest, amortization of discount, bank charges and fees (*)	$	(956	)	$	(2,275	)	$	(592	)
Exchange differences		(109	)		-			(32	)
Unrealized loss on marketable securities, net		(2,699	)		-			-
Realized loss on sale of marketable securities		(1,116	)		(862	)		-
Others		-			(118	)		-
Total financial expenses		(4,880	)		(3,255	)		(624	)
Financial income:
Exchange differences		-			62			-
Interest		234			106			4
Total financial income		234			168			4
Net total	$	(4,646	)	$	(3,087	)	$	(620	)

(*) In 2007, 2008 and 2009, includes expenses of $745, $2,214 and $565_related to convertible bonds, respectively. (See Note 13 above.)

156

VUANCE LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)

U.S. dollars in thousands (except per share data)

NOTE 18:- SUBSEQUENT EVENTS

a. On January 28, 2010 (the “Closing Date”), the Company and its subsidiary Vuance, Inc. completed the sale of certain of the assets (including certain accounts receivable and inventory) and certain of the liabilities (including certain accounts payable) of Vuance Inc. (the “Sale”) related to the Company's electronic access control market (the “Vuance EAC Business”), pursuant to a certain Agreement for Purchase and Sale of Business Assets (the “Purchase Agreement”), dated as of January 9, 2010 between Vuance Inc. and OLTIS Security Systems International, LLC (“OSSI”). On the Closing Date, as consideration for the Sale of the Vuance EAC Business, OSSI paid Vuance Inc. $162 in cash.  In addition, OSSI paid off (the “Bridge Bank Payment”) a certain Business Financing Agreement (the “Loan”) between Vuance Inc. and Bridge Bank, National Association in an amount of $290.  Further to the Bridge Bank Payment, the Loan was released, and the Company and Vuance Inc. no longer have any liabilities associated with the Loan. The Purchase Agreement includes an indemnification clause pursuant to which, Vuance Inc. agrees to indemnify and hold OSSI harmless from and against any claim or liability of Vuance Inc. or the Company, which may be asserted against OSSI, excepting only to the extent of any business debts and other liabilities which OSSI expressly agrees to pay or assume at the closing date.

As further described in Note 1b2 above, the activity sold meets the definition of a component under ASC Topic 205 and as a result, the operations sold were presented as discontinued operations.

b. On January 29, 2010 (the “Closing Date”), the Company and its subsidiary, Vuance, Inc., completed the sale of certain of the assets and certain of the liabilities of Vuance Inc. (the “Sale”) related to the Company's Government Services Division (the “Vuance CSMS Business”), pursuant to a certain asset purchase agreement (the “Purchase Agreement”) dated as of January 29, 2010 between the Company, Vuance Inc., WidePoint Corporation (“WidePoint”) and Advance Response Concepts Corporation.

On the Closing Date, as consideration for the Sale, WidePoint paid Vuance Inc. $250.  In addition, WidePoint agreed to pay Vuance Inc. a maximum earn out of $1,500 over the course of the calendar years 2010, 2011, and 2012, subject to the performance of certain financial requirements of the Vuance CSMS Business during each of those years. The Purchase Agreement includes an indemnification clause pursuant to which, each of the parties shall indemnify and hold harmless the other party in the event of the existence of certain circumstances stipulated in the Purchase Agreement.

As further described in Note 1b2 above, the activity sold meets the definition of a component under ASC Topic 205 and as a result, the operations sold were presented as discontinued operations.

c. On January 21, 2010, the Company incorporated a new wholly-owned subsidiary in the state of Delaware, PureRFid, Inc., to focuses on the marketing and sales for the Company’s active RFID solutions.

157

VUANCE LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)

U.S. dollars in thousands (except per share data)

NOTE 18:- SUBSEQUENT EVENTS (cont.)

d. On March 22, 2010, the Company entered into a Subscription Agreement with a private investor, Mr. Yitzchak Babayov (the “Investor”), pursuant to which at a March 23, 2010 closing, the Company issued 1,538,461 ordinary shares of the Company at a par value of  NIS 0.0588235 (the “Transaction Shares”) in consideration of a onetime cash payment in the amount of $200.  Following the issuance of the Transaction Shares, there are 7,262,882 ordinary shares of the Company issued and outstanding.

Simultaneously with execution of the Subscription Agreement, the Company and the Investor entered into a Warrant Agreement pursuant to which the Investor received a warrant (the “Warrant”) to purchase up to 553,846 ordinary shares of the Company for an exercise price of $0.15 per share. The Warrant has a term of five (5) years and contains standard adjustments for stock dividends, stock splits, reclassification and similar events. The Company intend to ask its shareholders, to approve and ratify at the next annual general meeting, that the purpose of the private placement of the Transaction Shares and Warrant was to provide the Investor with more than twenty five percent (25%) of our issued and outstanding shares in accordance with Israeli law, which exempts such an acquisition from Israeli tender offer requirements

The Transaction Shares and the ordinary shares issuable upon the exercise of the Warrant have not been registered under the Securities Act and may not be offered or sold except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act.

e. On July 8, 2010 the board of directors accepted the resignation from the board of directors of Mr. Landman, who is also one of the co-founders of the Company, effective on the same date. In addition the Board of Directors accepted the resignation from the board of directors of Mr. Rozen, who is also one of the co-founders of the Company, effective on July 25, 2010. Tsviya Trabelsi, David Mimon and Menachem Mirski were nominated to join the board upon the resignation of Mr. Rozen. On the same meeting the Board of Directors has appointed Mr. Eyal Tuchman to serve as a director on the Board of Directors until the conclusion of the next annual general meeting of shareholders.

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ITEM 19.  Exhibits.

1.11 Memorandum of Association of the Company.

1.22 Articles of Association of the Company.

2.11 Forms of Stock Certificates Representing Ordinary Shares.

4.11 The Vuance Ltd. 1999 Employee Stock Option Plan (as Amended and Restated in 2002).

4.1(a)3 The Vuance Ltd. 2003 Israeli Share Option Plan

4.21 Stock Purchase Agreement between Vuance and Elad Ink, dated as of March 4, 2002.

4.31 Stock Purchase Agreement between Vuance and ICTS BV, dated as of April 29, 2002.

4.41 Stock Purchase Agreement between Vuance and ICTS-USA, Inc., dated as of September 27, 2002.

4.55 Asset Purchase Agreement by and among Intelli-Site, Inc., Integrated Security Systems, Inc., Vuance, Inc. and Vuance Ltd. dated as of March 6, 2009.

4.6 Agreement for Purchase and Sale of Business Assets between Vuance, Inc. and OLTIS Security Systems International, LLC, dated as of January 9, 2010.

4.7 Asset Purchase Agreement between Vuance Ltd., Vuance, Inc., WidePoint Corporation and Advance Response Concepts Corporation, dated as of January 29, 2010.

4.86 Subscription Agreement and Warrant Agreement between Vuance Ltd. and Mr. Yitzchak Babayov, dated as of March 22, 2010.

8 List of Subsidiaries of Vuance Ltd.

11.14 Code of Ethics

12.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act.

12.2 Certification pursuant to Section 302 of the Sarbanes-Oxley Act.

13.1 Certification pursuant to Section 906 of the Sarbanes-Oxley Act.

15.1 Consent of Fahn, Kanne & Co., a member of Grant Thornton, dated July 22, 2010.

15.2 Consent of PKF, independent public accountants, dated July 22, 2010.

__________________________________________

1   Previously filed as an exhibit to, and incorporated herein by reference from, the Company’s Registration Statement on Form 20-F filed on September 14, 2004 (File No.: 0-50790).

2   Previously submitted to the Securities and Exchange Commission on, and incorporated herein by reference from, Exhibit A to Exhibit 1 to the Company’s report on Form 6-K submitted on July 5, 2007 (File No.: 000-50790).

3   Previously filed as Exhibit 99.2 to, and incorporated herein by reference from, the Company’s Registration Statement on Form S-8 (File No. 333-121231 filed on December 14, 2004).

4   Previously filed as an exhibit to, and incorporated herein by reference from, the Company’s Annual Report on Form 20-F filed on June 30, 2008 (File No.: 001-33668).

5   Previously filed as exhibits to, and incorporated herein by reference from, the Company’s Annual Report on Form 20-F filed on June 30, 2009 (File No.: 001-33668).

6   Previously filed as exhibits to, and incorporated herein by reference from, Exhibit 10.1 and 10.2 to the Company’s report on Form 6-K submitted on April 5, 2010 (File No.: 001-33668).

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SIGNATURE

Vuance Ltd. hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.

VUANCE LTD.
	/s/ Ron Peer
By:	Ron Peer
Its:	Chief Executive Officer

Date: July 22, 2010

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