MUTUAL GENERAL RELEASE

         WHEREAS, Ms. Hannah Ofir, a resident of Israel ("Hannah") until this
date has been the Secretary of VSUS Technologies Incorporated (together with its
various subsidiaries and affiliates, the "Company"); and

         WHEREAS, Hannah and the holders of Series A Convertible Preferred Stock
of the Company (the "Preferred Holders") have various claims and disputes
arising out of certain company transactions, as well as a strong difference of
opinion on the future course of business of the Company; and

         WHEREAS, in settlement of that dispute, the parties have agreed to
settle their various disputes, for certain consideration, including a mutual
release of any claims, debts, obligations or liabilities that they possibly may
have against each other;

         NOW, THEREFORE, in consideration of the mutual promises hereinafter set
forth, the parties, intending to be legally bound, hereby covenant and agree as
follows:

                                    AGREEMENT

         1. The Company, for itself and for all of its officers, directors,
employees, attorneys, agents and affiliates, past, present or future, hereby
releases, remises and forever discharges Hannah and her successors, executors,
administrators, heirs, and assigns, from all debts, demands, actions, causes of
action, complaints, suits, accounts, covenants, contracts, controversies,
agreements, promises, doings, omissions, damages, and liabilities and all claims
and liabilities of every nature and description whatsoever, both in law and in
equity, whether known or unknown, which the Company may have or ever had against
any such party at any time from the beginning of the world up to and including
the date of execution of this Agreement, including without limitation those
arising out of or relating in any way to the service of Hannah as an officer of
the Company, or any facts and circumstances ancillary thereto.

         2. The Preferred Holders hereby release, remise and forever discharge
Hannah and her successors, executors, administrators, heirs, and assigns, from
all debts, demands, actions, causes of action, complaints, suits, accounts,
covenants, contracts, controversies, agreements, promises, doings, omissions,
damages, and liabilities and all claims and liabilities of every nature and
description whatsoever, both in law and in equity, whether known or unknown,
which the Preferred Holders may have or ever had against any such party at any
time from the beginning of the world up to and including the date of execution
of this Agreement, including without limitation those arising out of or relating
in any way to the service of Hannah as an officer of the Company, or any facts
and circumstances ancillary thereto.

3. Hannah, for herself and for her successors, executors, administrators, heirs,
and assigns, hereby releases, remises and forever discharges the Company and the
Preferred Holders, and all of their respective officers, directors, employees,
attorneys, agents and affiliates, past, present or future



Mutual Release
VSUS Technologies Incorporated
with Ms. Hannah Ofir

Page 2



(other than Mr. Matis Cohen, who is not included in this release), as well as
the Preferred Holders, from all debts, demands, actions, causes of action,
complaints, suits, accounts, covenants, contracts, controversies, agreements,
promises, doings, omissions, damages, and liabilities and all claims and
liabilities of every nature and description whatsoever, both in law and in
equity, whether known or unknown, which Hannah may have or ever had at any time
from the beginning of the world up to and including the date of execution of
this Agreement, against the Company and/or the Preferred Holders, and/or all of
their respective officers, directors, employees, attorneys, agents and
affiliates, past present or future, including without limitation those arising
out of or relating in any way to the service of Hannah as an officer of the
Company, or any facts and circumstances ancillary thereto (except for any
retirement or severance account, or similar employee benefit account, set aside
by the Company in her name pursuant to Israeli law).

         IN WITNESS WHEREOF, the undersigned, intending to be legally bound
hereby, to execute this Mutual General Release as of the 26th day of January,
2005.

         VSUS TECHNOLOGIES INCORPORATED


By:       /s/ Eli Kissos
         --------------------------
         Eli Kissos, President



          /s/ Hannah Ofir
         --------------------------
         Hannah Ofir