Sample Business Contracts

Employment Agreement - Atomica Israel Technologies Ltd. and Jeff Schneiderman

Employment Forms

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                        ATOMICA ISRAEL TECHNOLOGIES LTD.
                              EMPLOYMENT AGREEMENT

This  employment  agreement (the  "Agreement")  is effective as of April 1, 2004
(the  "Effective  Date"),  by and between Atomica Israel  Technologies  Ltd., an
Israeli  company with its principal  place of business at Building 8,  Jerusalem
Technology Park, Jerusalem 91481 (the "Company") and Jeff Schneiderman, I.D. No,
308987577, of 155 Ma'ale Michmas, Israel 90634 (the "Employee").

WHEREAS the  Employee  has been  employed  by the Company as Vice  President-R&D
since January 1, 1999;

WHEREAS the Company  desires to continue to employ the  Employee in the position
of Chief Technical Officer (the "Position");

WHEREAS the Employee desires to have his/her employment continued by the Company
and fulfill the responsibilities of the Position; and

WHEREAS the parties desire to set forth the conditions of employment pursuant to
which the Employee will continued to be employed by the Company;


1.       PREAMBLE

The preamble to this Agreement and any attachments  thereto are an integral part
of this Agreement.


The Employee shall be responsible for the research and development  function and
related supervisory duties. He/she shall report directly to the, Chief Executive
Officer or to whichever  person the Company shall  indicate from time to time in
its discretion. The description of responsibilities set forth herein shall serve
as a general  statement  of the duties,  responsibilities  and  authority of the
Employee. Additional duties, responsibility and authority may be assigned to the
Employee by the Company  from time to time in its  discretion.  The terms of the
Employee's  employment  shall  also be  governed,  insofar as  relevant,  by the
provisions of the Company's Employment Policy Handbook, the provisions of which,
as amended from time to time,  are hereby  incorporated  into this  Agreement by
reference  (hereinafter  "the  Employment  Policy")  as well as by  Company-wide
memoranda distributed from time to time.

3.       WORK HOURS

The Employee shall be employed by the Company on a full-time  basis,  namely for
not less than  forty-five  (45) hours per week  (inclusive of  mealtime).  It is
agreed that the Employee is being employed in a position that requires a special
degree of skill and devotion,  requiring a special relationship of trust between
the Company and the Employee,  and may require work outside of and/or beyond the
Company's normal business hours,  which hours cannot be overseen by the


Company. It is therefore agreed that the remuneration  referred to in Section 5,
below,  shall cover any  additional  time  devoted by the  Employee in excess of
normal working hours,  and no compensation for overtime as defined and set forth
in the Hours of Work and Rest Law - 1951 shall be payable.


This  Agreement  shall take effect from the  Effective  Date and shall remain in
effect indefinitely, unless it is earlier terminated as hereinafter provided.


         5.1      The Employee's annual salary shall be as follows:

                  5.1.1 The  Employee  shall  receive a monthly  gross salary of
eight  thousand two hundred and  twenty-seven  dollars  ($8,221)  payable in New
Israeli  Shekels  according the  representative  rate of exchange in effect each
month at the time Company salaries are calculated. The Employees salary shall be
paid monthly, one month hi arrears.

                  5.1.2 The salary set forth in Section 5.1.1,  above,  shall be
referred to as the  "Global  Salary."  The  linkage of the Global  Salary to the
United States dollar is in lieu of any generally-applicable  increases,  whether
the  statutory  cost  of  living  increase   ("TOSEFET   YOKER")  or  any  other
industry-wide  increase  applicable  as  the  result  of  collective  bargaining
agreements  or other order of the Ministry of Labor and Welfare  (such as TKAVEI
HARHAVA).  By signing this  Agreement and accepting  employment  pursuant to its
terms, the Employee represents that he/she will not claim any such increase.

                  5.1.3.  The Employee shall not be entitled to receive from the
Company any salary or payment of any kind other than the Global Salary and other
payments specifically set forth in this Agreement.

         5.2      Other Terms of Employment

                  5.2.1 EXPENSES:  The Employee shall be entitled, in accordance
with the Company's standard policy in effect from time to time, to be reimbursed
for expenses incurred in connection with Company business and for other expenses
in Israel and abroad when  supported by appropriate  voucher,  receipts or other
proof of the Employee's expenditures.

                  5.2.2  CONTINUING   EDUCATION  FUND:  The  Employee  shall  be
entitled  to  participate  in the  Company's  continuing  education  fund (KEREN
HISHTALMUT).  The Company shall  contribute air amount equal to seven and a half
percent (7.5%) of the  Employee's  Global Salary and shall deduct two and a half
percent (2.5%) of the Employee's Global Salary and transfer it as the Employee's
contribution.  The Employee  consents to the deduction of this amount as his/her
contribution to the continuing education fund. The Company's  contributions will
continue only up to the permissible  tax-exempt  salary ceiling according to the
income tax regulations in effect from time to time.


                  5.2.3 RESERVE DUTY:  The Employee shall be entitled to receive
his/her full Global Salary and other  payments  while  performing  reserve duty,
provided that any amount  received by the Employee from the I.D.F.  or any other
source  (excluding  D'MEI  CALCALA)  is  transferred  to the  Company or, in the
alternative,  an amount  equal to that  received  from the  I.D.F.  or any other
source is deducted from the Global Salary payable to the Employee.

                  5.2.4 ANNUAL LEAVE:  The Employee shall be entitled to fifteen
(15) working  days of paid annual  leave each year,  adding one (1) day for each
year from the date of initial  employment  up to a total  maximum of  twenty-two
(22) days annually. The Employee shall not be allowed to accrue more than twenty
(20) working days of annual leave except in unusual.  circumstances and with the
permission of the Company.  Should the  Employee's  annual leave balance  exceed
twenty  (20) days at the end of any  calendar  year,  the excess  number of days
shall be paid out in accordance  with the  provisions of the Annual Leave Law --

                  5.2.5  RECREATION PAY (D'MEI  HAVRA'A):  The Company shall pay
the Employee for recreation (D'MEI HAVRA'A) each year in accordance with the law
and the normal practice of the Company in effect from time to time.

                  5.2.6 SICKNESS AND DISABILITY INSURANCE: The Employee shall be
entitled to the number of days for sick leave permitted by law. Compensation for
sick days utilized  shall be paid  according to his/her  Global Salary only upon
the  presentation  of medical  documentation  as  required by the  Company.  The
Employee  shall  be  covered  by  disability  insurance  that  provides  monthly
compensation.  The  cost  of such  insurance  shall  be  borne  by the  Company.
Notwithstanding  the  foregoing,  the Employee  shall not be entitled to receive
compensation  for sick leave if such  compensation  is covered by the Employee's
disability insurance referred to above. However,  should the amounts received by
the Employee pursuant to such disability  insurance be less than the amount that
is properly  payable as  compensation  for the Employee's  available sick leave,
according to the.  Global Salary,  the Company shall pay the  difference.  It is
understood and agreed that unused sick leave cannot be redeemed by the Employee.
For the avoidance of doubt,  it is understood  and agreed that the payments made
by the Company in  consideration  of sick leave  covers all  obligations  of the
Company pursuant to the Sick Leave Law -- 1976.

                  5.2.7 EMPLOYEE  INCENTIVE PLAN: The Employee shall be eligible
for participation in the equity incentive plans promulgated from time to time by
the Company's  parent (the "Stock Option Plan").  The decision  whether to grant
the  Employee  any award under the Stock Option Plan shall be made solely by the
Board of Directors of the Company's  parent,  in their  complete and  unfettered
discretion,  and  such  grant,  if made,  shall  be  subject  to the  terms  and
conditions of the Stock Option Plan and the actual grant authorized by the Board
of  Directors  of the  Company's  parent.  Nothing  herein shall be construed to
entitle the Employee to receive a grant pursuant to the Stock Option Plan or; if
such grant is made, to a grant of a particular amount.

                  5.2.8 The Company shall provide the Employee with a car, class
(shovi  shimush) 2 according to the rules and  regulations  of the Israel Income
Tax Authority.  The Employee recognizes and agrees that the Company shall deduct
from the Employee's  monthly salary the tax due on the benefit imputed to him as
a  result  of  his  use  of  the  car  (the  "Imputed  Benefit").  The  Employee
acknowledges  that the  Imputed  Benefit  will riot be included in the


salary on which any severance  pay,  pension,  manager's  insurance,  continuing
education  fund  and/or any other  salary-dependent  benefit to which  he-may be
entitled pursuant to this Agreement or under the law, is calculated. The Company
shall be  responsible  for  covering  vehicle  maintenance  and  fuel  expenses,
including  contract  fees with the  company  from which the car is  leased.  The
Company may limit the number of  kilometers  the  Employee can drive the car per
year. The Employee  shall  maintain the car in proper  working order,  including
maintaining the car on time according to the  manufacturer's  instructions.  The
Employee shall be responsible for all  expenditures  and/or damage caused to the
oar and/or any third  party as result of his failure to drive the car in a legal
manner or to follow all  instructions  contained in the car's insurance  policy.
The Employee  further  agrees to be solely  responsible  for any fines  incurred
while  using the car.  The  Employee  shall allow the Company to deduct from his
salary any amount described above should the Company,  for whatever reason,  pay
these in his stead.  The Employee shall return the car to the Company on the day
requested by the Company upon the  termination of the Employee's  employment for
any reason.

         5.3      Pension Benefits and Severance Payments

                  5.3.1.  The  Company  will pay into a  Provident  Fund  (KUPAT
GEMEL) (in the meaning of Section 47 of the Income Tax Ordinance) in the form of
Manager's  Insurance or another form according to the Employee's  choice and the
Company's  agreement,  an amount equal to thirteen and one third percent (13 1/3
%) from the monthly  Global Salary paid to the  Employee,  and the Employee will
pays on his/her own  account,  an amount  equal to five  percent  (5%) from that
Global Salary.  The Employee agrees that the Company shall be entitled to deduct
the  Employee's  contribution  (5%) from the Employee's  Global Salary.  For the
avoidance  of doubt,  it is  clarified  that  under no  circumstances  shall the
Company's  contribution  exceed thirteen and one third percent (13 1/3 %) of the
Global Salary in any one month.

                  5.3.2. Five percent (5%) of the thirteen and one third percent
(13 1/3 %) that the Company  contributes as set forth above and the five percent
(5%) the  Employee  contributes,  together  with  linkage  and  interest  on the
contributions,  will be treated as pension  benefits for the Employee or his/her
survivors.  The remaining eight and one third percent (8 1/3 %) of the Company's
contribution,  together  with  linkage  and  interest on that  portion,  will be
utilized to pay severance  benefits in accordance with legal requirements to the
Employee  or  his/her  descendants  in the event of the  termination  of his/her
employment with the Company, except in those circumstances discussed below.

                  5.3.3  In  the  event  that  the  Employee  chooses  Manager's
Insurance,  the policy  shall  belong to the  Company as long as it employs  the
Employee and it makes the  required  payments on the policy,  The payments  made
into the Kupat  Gemel  pursuant  to Section  5.3.1,  above,  shall  fulfill  the
Company's   obligation   for  severance   payment   pursuant  to  the  Severance
Compensation Law -- 1963. Upon the termination of the Employee's  employment for
whatever  reason  other than  Cause,  as defined in Section 6,  below,  and upon
his/her final  departure from the Company,  the Employee or his/her  descendants
shall be entitled to receive the  ownership  of all rights which have accrued on
his/her  behalf in the Kupat Gemel or the ownership of the  Manager's  Insurance
policy,  as appropriate  arid subject to the provisions of Section 6, below.  In
the  event  that the  Employee  is  terminated  for  Cause,  he/she  or  his/her
descendants  shall not be


entitled to receive  ownership  of that  portion of the Kupat Gemel or Manager's
Insurance policy attributable to legal severance benefits.

                  5.3.4  In  the  event  that  there  is  a  difference  in  the
Employee's  favor  between  the amount to which  he/she is  entitled  to receive
pursuant to the Severance  Compensation  Law -- 1963 and the severance,  payment
amount (including  linkage and interest) that is in the Kupat Gemel or Manager's
Insurance  policy,  the Company shall pay that difference.  For the avoidance of
doubt,  it ,is  understood  that in the event that the severance  payment amount
(including  linkage  and  interest)  that is in the  Employee's  Kupat  Gemel or
Manager's  Insurance  policy  exceeds the amount to which  he/she is entitled to
receive as severance  compensation pursuant to the Severance Compensation Law --
1963,  the difference  shall not be  transferred  to the Employee,  including to
his/her pension account, but shall be the property of the Company.

         5.4      Indemnification

The  Company  and/or  its parent  shall take  whatever  steps are  necessary  to
establish a policy of indemnifying its officers,  including,  but not limited to
the Employee, for all actions taken In good faith in pursuit of their duties and
obligations to the Company. .Such steps shall include, but shall not necessarily
be  limited  to,  the  obtaining  and  maintenance  of an  appropriate  level of
Directors and Officers Liability coverage.


         6.1      Either party may terminate the Employee's employment with the.
                  Company  without  cause at any time upon three months  notice.
                  The Company shall, have the right, in its sole discretion,  to
                  require  the  Employee to  continue  working  with the Company
                  during  the  notice  period.  If the  Company  terminates  the
                  Employee without cause pursuant to this Section,  the Board of
                  Directors  shall take the  necessary  steps so that the period
                  during which the  Employee  shall be permitted to exercise his
                  options, for options granted after the date of this agreement,
                  shall be extended to one (1) year from the  effective  date of
                  his/her termination.

         6.2      The Employee's employment shall be terminated by his/her death
                  or  disability.  (For purposes of this  Section,  "disability"
                  shall be deemed to have  occurred  if the  Employee is unable,
                  due to any physical or mental disease or condition, to perform
                  his/her normal duties of employment for 120  consecutive  days
                  or 180 days In any  twelve  month  period.)  In such an event,
                  he/she shall be entitled to continue to receive his/her annual
                  salary  for three (3)  months  following  his/her  last day of
                  actual  employment  by the  Company.  Such amount  shall be in
                  addition  to any  severance  payment  he/she  is  entitled  to
                  receive according the provisions of the Severance Compensation
                  Law - 1963. In addition, the Board of Directors shall take the
                  necessary  steps so that the period  during which the Employee
                  shall be permitted to exercise such options  granted after the
                  date of this agreement shall be extended to the shorter of (a)
                  one (1) year from the effective date of his/her termination as
                  defined in the Share  Option  Plan  governing  the  options in
                  question, or (b) the life of the option. Should the Employee's
                  employment  be terminated  as


                  a result of his/her death, the benefits granted herein,  shall
                  be granted instead to his/her lawful heir or heirs.

         6.3      Notwithstanding  the foregoing,  the Company may terminate the
                  Employee  immediately and without prior notice for Cause,  The
                  term "Cause" herein shall include any of the following events:
                  (a) any act of fraud or dishonest or willful misconduct; (b) a
                  material  breach  of the  Employee's  obligation  pursuant  to
                  Sections 8.7, 5.8 (confidentiality) and 8.9 (non-competition),
                  below  (a) a  material  breach  by the  Employee  of any other
                  provision  hereof,  Including but not limited to, the habitual
                  neglect or gross failure by the Employee to adequately perform
                  the duties of his/her position, or of any other contractual or
                  legal fiduciary duty to the Company; or (d) if the Employee is
                  convicted of a criminal offence involving fraud,  embezzlement
                  or dishonesty.

         6.4      For the  avoidance  of  doubt,  In the event  that  Employee's
                  employment has been terminated in accordance with Section 6.3,
                  above,  the  Employee  shall not be entitled to receive any of
                  the severance payments or other termination benefits set forth
                  in this Agreement.

         6.5      In the event of a "Change of Control," as defined  below,  the
                  Board  of  Directors   shall  take  the  necessary   steps  to
                  accelerate  the vesting of 50% of any  options  granted to the
                  Employee  subsequent to this Agreement that have not vested as
                  of the  effective  date of the Change of Control.  Furthermore
                  and  notwithstanding  the notice  provision  of  Section  6.1,
                  above, should the Employee's  employment be terminated without
                  cause  at any  time  during a period  of  twelve  (12)  months
                  subsequent  to the  effective  date of a  Change  of  Control,
                  Employee  wilt be entitled to four months  written  notice and
                  the Board of Directors  shall take the necessary steps so that
                  any unvested options that were granted  subsequent to the date
                  of this Agreement shall (rest  immediately  upon the effective
                  date of the Employee's termination.  A Change of Control shall
                  mean (a) the  consummation of a merger or consolidation of the
                  Company  with or into  another  entity or any other  corporate
                  reorganization,  if persons who were not  stockholders  of the
                  Company  immediately  prior to such merger,  consolidation  or
                  other   reorganization  own  immediately  after  such  merger,
                  consolidation  or  other  reorganization  50% or  more  of the
                  voting power of the outstanding  securities of each of the (1)
                  continuing or surviving entity and (ii) any direct or indirect
                  parent  corporation of such continuing or surviving  entity or
                  (b)  the  sale,  transfer  or  other  disposition  of  all  or
                  substantially all of the Company's assets. A Change of Control
                  shall not be deemed to have occurred as a  consequence  of (d)
                  the initial public offering the Company's securities.


         7.1      Unless otherwise  specifically provided for in this Agreement,
                  the  Company  shall not be liable for the  payment of taxes or
                  other payment for which  Employee is  responsible as result of
                  this Agreement or any other legal provision,  and the Employee
                  shall be personally liable for such taxes and other payments.


         7.2      The Employee  hereby agrees that the Company shall deduct from
                  his/her  Global Salary (a) the Employee's  national  insurance
                  fees, (b) income tax (c) national  health  insurance fees; and
                  (d)  other  amounts  required  by  law or the  terms  of  this
                  Agreement. For the avoidance of any doubt, the Employee agrees
                  that the Company  shall deduct the  appropriate  Israeli taxes
                  from any  payment  made to the  Employee on the account of the
                  Employee's  exercise of Company  stock options and the sale of
                  the resulting  shares of Company stock.  Such deductions shall
                  be made in accordance with any relevant  requirements  imposed
                  under the relevant Stock Plan of the Company or its parent The
                  Company shall provide the Employee with  documentation of such


         8.1      The Employee  agrees to devote his/her  entire  business time,
                  energy, abilities and experience to the performance of his/her
                  duties, effectively and in good faith.

         8.2      During the period of his/her  employment,  the Employee  shall
                  not be employed, whether or not during regular business hours,
                  and  whether or not for pay by any other  party other than the
                  Company, without the prior written consent of the Company.

         8.3      The Employee  agrees to immediately  inform the Company of any
                  Company  issue or  transaction  in which  the  Employee  has a
                  direct or indirect  personal  interest and/or where such issue
                  or  transaction  could cause a conflict  of  interest  for the
                  Employee in the fulfillment of his/her  responsibilities as an
                  employee of the Company.

         8.4      The  Employee  hereby  gives a  irrevocable  instructions  and
                  permission  to the Company to deduct from any amounts  owed to
                  the  Employee by the  Company,  including  amounts  payable as
                  severance  compensation,  (a) any debt he/she has or will have
                  to the Company,  and/or (1) any amount that was  wrongfully or
                  mistakenly paid to him/her by the Company. Any such amounts to
                  be deducted  shall be  calculated in real terms as of the date
                  of the  deduction,  including  linkage  to the cost of  living

         8.5      The  Employee  declares  that the  tennis  and  conditions  of
                  his/her  employment are personal and confidential and will not
                  be disclosed by him/her.

         8.6      The Employee  declares  that he/she is free to enter into this
                  Agreement  and that he/she has no  obligations  of any kind to
                  any third party that would impair this Agreement, either as an
                  employee or an independent  contractor.  The Employee  further
                  declares  that as long as he/she  remains an  employee  of the
                  Company, he/she will not incur any such obligations.

         8.7      (a) The Employee declares that he/she knows and is fully aware
                  that all the software  written and/or sold and/or  distributed
                  and/or-developed   and/or  in  the   process  of  any  of  the
                  foregoing,  by time  Company or its  employees or by any other
                  person for the Company,  even if not located at its offices or
                  with   distributors


                  of the software and/or customers and business  partners of the
                  Company, constitute valuable property and a business secret of
                  the Company or of the Company's clients and business partners.
                  The  Employee  further  acknowledges  that  in the  course  of
                  his/her employment, he/she may learn of other confidential and
                  proprietary  Information  and  trade  secrets  of the  Company
                  and/or the  Company's  customers  and business  partners.  The
                  Employee undertakes to keep confidential all information about
                  the   software   and  other   confidential   and   proprietary
                  information  and  trade  secrets,   and  not  to  reveal  such
                  information  to any  person  whomsoever,  neither  during  the
                  period of his/her  employment  by the Company  nor  subsequent
                  thereto,  and the  Employee  shall use his/her best efforts to
                  prevent the publication or disclosure of any secret or process
                  or information  related to the Company's or its customers' and
                  business   partners'   software,   business,   work   methods,
                  customers, suppliers, partners or any other subject identified
                  as confidential,  which comes to his/her  knowledge during the
                  term of his/her employment.

                           (b) The  Employee  undertakes  not to make any copies
                  whatsoever of the software, nor to permit others so to do, nor
                  to remove  from the  offices of the Company or any other place
                  of work to  which  he/she  may -be  sent by the  Company,  any
                  document,  disk, magnetic tape or other media whatsoever which
                  contains  any part- of the software or data on the software of
                  the  Company or any  client,  supplier,  customer  or business
                  partner of the Company.

                           (c)  Notwithstanding the foregoing  provisions,  here
                  the Employee is  specifically  authorized to carry out certain
                  work at his/her home or elsewhere, he/she may take a copy only
                  of that software absolutely  necessary in order for him/her to
                  be able to perform such work after  registering  each piece of
                  software so taken with , the Company.  Employee shall take all
                  reasonable steps to ensure the security of such software while
                  at his/her home, and upon  completion of each part of the work
                  being carried on at his/her  home,  he/she shall return to the
                  offices of the Company all copies of the  software so prepared
                  or  required  for its  preparation,  and shall  ensure that no
                  copies  thereof  remain at  his/her  home or on the  computers
                  there located.

         8.8      On the termination (for whatever cause and howsoever  arising)
                  of his/her employment, the following shall apply:

                           (a) The  Employee  shall not at any time  disclose to
                  any third party or use or seek to use or  knowingly  allow any
                  third  party to use or seek to use any  matter or  information
                  coming to his/her  knowledge or attention during the period of
                  his/her  employment  here under which  lie/she  knows or ought
                  reasonably  to have known to be a trade  secret of the Company
                  or otherwise of a confidential nature pursuant to Section 8.8,
                  above,  provided that this sub-clause  shall not operate so as
                  to prevent or restrict  the  Employee  from using  his/her own
                  personal  knowledge or skill in any business or trade in which
                  he/she may (subject to the provisions hereof)or trade in which
                  he/she  may  (subject  to  the  provisions  hereof)  be a full
                  termination of his/her employment hereunder.


                           (b) The Employee  undertakes  that in his/her  future
                  work,  after completing  his/her  employment with the Company,
                  he/she will not utilize any procedures  and/or programs and/or
                  Company  materials or property  and/or  computer  instructions
                  and/or parts of the  software  known to him/her as a result of
                  his/her employment that are not public knowledge,  neither for
                  his/her own use any other  person or work or for the  creation
                  of software products for himself and/or for the development of
                  software  products for any other person,  whether or not for a
                  fee or profit. This undertaking shall not prevent the Employee
                  from  utilizing  the general  knowledge  and  experience  that
                  he/she  acquired  during  the term of  his/her  employment  as
                  he/she sees fit,  provided  that he/she does riot  utilize the
                  knowledge he/she gained of the specific programs

                           (c) So long as Employee is  employed,  by Company and
                  for a period of twelve (12) months  after the  termination  of
                  the Employee's  employment  Employee  agrees not to enter into
                  competitive activity,  including becoming an owner,  executive
                  officer,  employee, or director of, or consultant to, any firm
                  or person that  competes  with the  Company or its  affiliated
                  companies. For purposes of this Clause, "competitive activity"
                  shall mean any  activity,  without the written  consent of the
                  Board,  consisting  of  the  Employee's  participation  in the
                  management  of,  or  his/her  acting  as a  consultant  for or
                  employee of, any business  operation of any enterprise if such
                  operation engages in the development,  production, sale and/or
                  marketing  of. any  product  that  competes  with any  product
                  developed  and/or  produced  by Company  or jointly  developed
                  and/or produced with an affiliated  company, or in the process
                  of being  developed  and/or  produced by the Company or in the
                  process of being  developed  and/or  produced  jointly with an
                  affiliated company, during the Employee's employment or at the
                  time of the Employee's  termination,  provided,  however, that
                  the Employee may own any  securities of any  corporation  that
                  engaged in such business and is publicly  owned and traded but
                  in any amount not to exceed at any time 5% (five  percent)  of
                  any class of stock or securities  of such company,  so long as
                  he/she  has no active  role in the  publicly  owned and traded
                  company as director,  employee,  consultant,  or otherwise. To
                  remove all doubt,  nothing in this Section  shall  prevent the
                  Employee  from  being  a  consultant  to or an  employee  of a
                  competitor of the Company or an affiliated  company during the
                  term of this non-competition  clause provided that he/she does
                  not work in or with an  operation of such  competitor  or does
                  not otherwise violate the terms of this Section.

                           (d) While employed by the Company and for twelve (12)
                  months  following the termination of his/her  employment,  the
                  Employee  shall not directly or  indirectly  solicit,  entice,
                  persuade,  or induce any  employee of the Company or any third
                  party then under contract to the Company, to terminate his/her
                  employment by or contractual relationship with the Company, or
                  to enter into  contractual  relations with a competitor of the
                  Company,  or  authorize  or assist  in the  taking of any such
                  actions by any third party.

                           (e) The  Employee  agrees that the time  specified in
                  this Section (twelve (12) months) is reasonable in view of the
                  nature of the  business  in which the


                  Company is engaged and proposes to engage,  his/her  access to
                  the  confidential  and proprietary  information of the Company
                  and  his/her   knowledge  or  the  Company's   business.   The
                  restrictions  upon the Employee in this Agreement  shall be in
                  addition  to  and  not in  substitution  for  any  obligations
                  imposed  upon  him/her  by law  in  relation  to  confidential
                  information or and so that each of the foregoing  restrictions
                  in Sections  8.8 and 8.9,  above,  shall  constitute  separate
                  agreements  between the Company the  Employee  and shall be in
                  addition  to  and  not in  substitution  for  any  obligations
                  imposed upon him/her by the general law.

                           (f) The Company and the Employee  agree and stipulate
                  that the  agreements and covenants not to co paint game in the
                  Agreement and  reasonable in their scope and duration in light
                  of all the facts and circumstances of the relationship between
                  the Employee and the  Company;  however;  the employee and the
                  Company  are aware that in certain  circumstances  courts have
                  refused  to  enforce   certain   agreements  not  to  compete.
                  Therefore  in  furtherance   and  not  in  derogation  of  the
                  provisions of the preceding  Sections,  the parties agree that
                  in the event a court  declines  to enforce the  provisions  of
                  this Section 8.9, that those  provisions shall be deemed to be
                  modified  to  restrict  the  Employee's  competition  with the
                  Company  to the  maximum  extent,  in both time,  content  and
                  geography,  which a competent  court  shall find  enforceable;
                  however,  in no event  shall those  provisions  be deemed more
                  restrictive to the Employee than those contained therein.

         8.9      Upon termination of his/her employment; the Employee agrees to
                  assist  the  Company  with an  orderly  transition  of his/her
                  responsibilities.   The  Employee  further  agrees  that  upon
                  request by the Company,  and in any event upon  termination of
                  the Employee's employment, the Employee shall turn over to the
                  Company  all  documents,  papers  or  other  material  in  the
                  Employee's  possession under the Employee's  control which may
                  contain  or  be  derived  from  confidential  and  proprietary
                  information,  together  with  all  documents,  notes,  or  the
                  Employee's  work products  which are connected with or derived
                  from the Employee's services the Company. of software obtained
                  from the  Company  shall be  either  returned  to the  Company
                  appropriate, permanently deleted.


         9.1      The Employee  declares that he/she is aware that anything that
                  is done by him/her in the  Company or in  connection  with the
                  Company,  whether  it be an  invention,  a  discovery,  or the
                  development of an idea or a thing, all within the framework of
                  the Company's business (the Development")  shall belong to and
                  be  controlled  by the Company,  unless the Board of Directors
                  shall, in writing, direct otherwise.

         9.2      The Company  shall have the right to fully utilize and exploit
                  the  Development,  as it  sees  fit,  including  changing  it,
                  registering  part or all of it as a patent,  whether in Israel
                  or abroad,  selling it,  transferring it to a third party, all
                  without  being  required  to  either  receive  the  Employee's
                  consent or pay the  Employee any


                  additional payment for such Development apart from any payment
                  he/she receives pursuant to this Agreement.

         9.3      The  Development  and  any  subsequent  intellectual  property
                  arising  there-from  shall  remain  the sole  property  of the
                  Company even after the  Employee's  employment  tenninates for
                  any reason. The termination of this Agreement,  whether due to
                  its  breach or its own terms,  shall not impair the  Company's
                  exclusive rights in the Development.

         9.4      The Employee may not do anything with the  Development  or any
                  related  materials  without the knowledge and prior consent of
                  the Company. The Employee declares that he/she neither has nor
                  will have any rights in the Development or its fruits and that
                  all  rights to the  Development  and its  fruits  shall  fully
                  reside in the Company.

         9.5      In the  event  that  at the  time  of the  termination  of the
                  Employee's  employment for any reason the  Development has not
                  been  completed,  the Employee  shall be  prohibited  from any
                  continued  activity  in  connection  with the  subject  of the
                  Development,  alone or in  concert  with  others,  that is not
                  explicitly  allowed  in writing by the  Company.  The  Company
                  alone  will be the sole owner of the  uncompleted  Development
                  and shall have the sole right to complete the  Development  or
                  to take any other action in connection with the Development.

         9.6      The  Employee  hereby  assigns  and  agrees  to  assign to the
                  Company  or  its  parent,  subsidiaries,   or  affiliates,  as
                  appropriate,   its  successors;   assigns  or  nominees,   the
                  Employee's   entire   tight,   title  and   interest   in  any
                  Developments,  designs, patents,  inventions and improvements,
                  trade  secrets,  trademarks,  copyrightable  subject matter or
                  proprietary   information  which  the  Employee  has  made  or
                  conceived;  or may make or conceive,  either solely or jointly
                  with others,  while providing services to the Company, or with
                  the use of the time,  material or facilities of the Company or
                  relating  to any  actual or  anticipated  business,  research,
                  development  product,  service or activity of the Company,  or
                  suggested  by or  resulting  from  any  task  assigned  to the
                  Employee or work performed by the Employee for or on behalf of
                  the Company  whether or not such work was  performed  prior to
                  the date of this Agrrembnt: It is further agreed, that without
                  further  charge  to  the  Company,  but at  its  expense,  the
                  Employee  will execute and deliver all such further  documents
                  as may  be  necessary,  including  original  applications  and
                  applications  for  renewal,   extension  or  reissue  of  such
                  patents,  trademark registrations or copyright  registrations,
                  in any  and  all  countries,  to  vest  title  thereto  in the
                  Company, its successor, assigns or nominees.


The Employee  acknowledges  that disclosure of any  Confidential  Information or
breach of any of the  non-competitive  covenants or agreements  contained herein
will give rise to  irreparable  injury to the Company or clients of the Company,
inadequately  compensable  in  damages.   Accordingly,  the  Company  or,  where
appropriate  a client of the  Company,  may seek and  obtain  injunctive


relief against the breach or threatened breach of the foregoing undertakings, in
addition  to any other  legal  remedies  which may be  available.  The  Employee
further  acknowledges  and  agrees  that  in the  event  of the  termination  of
employment with the Company, the Employee's experience and capabilities are such
that the Employee can obtain  employment in business  activities  which are of a
different or non-competing  nature with his/her activities as an employee of the
Company;  and that the  enforcement  of a remedy  hereunder by way of injunction
shall not  prevent  the  Employee  from  earning a  reasonable  livelihood.  The
Employee further acknowledges and agrees that the covenants herein are necessary
far the  protection  of the  Company's  legitimate  business  interests  and are
reasonable in scope and intent.

11.      GENERAL

         11.1     It is agreed that the provisions of this  Agreement  represent
                  the full scope of the  agreement  between the parties and that
                  neither  aide  shall be bound by any  promises,  declarations,
                  exhibits, agreements or obligations, oral or written, prior to
                  its  execution  that are not included in this  Agreement.  Any
                  changes or  amendments  to this  Agreement  must be in writing
                  arid signed by both parties.

         11.2     This  Agreement  shall  be  governed  by,  and  construed  and
                  interpreted  under,  the  laws of the  State  of  Israel.  The
                  parties agree that any legal claim lodged by one party against
                  the other  arising from the terms of this  Agreement  shall be
                  adjudicated  only  by  the  appropriate  court  in  Jerusalem,

         11.3     If any  provision  of this  Agreement  shall be  declared by a
                  court of  competent  jurisdiction  to be  invalid,  illegal or
                  incapable of being enforced in whole or in part, the remaining
                  conditions   and   provisions   or  portions   thereof   shall
                  nevertheless  remain in full force and effect and enforceable,
                  and no  provision  shall be  deemed  dependent  upon any other
                  covenant or provision unless so expressed herein.

         11.4     The  rights,  benefits,  duties  and  obligations  under  this
                  Agreement  shall inure to, and be binding  upon,  the Company,
                  its successors and assigns,  and upon the Employee and his/her
                  legal  representatives.  This Agreement constitutes a personal
                  service  agreement,  and  the  performance  of the  Employee's
                  obligations  hereunder may not be  transferred  or assigned by
                  the Employee.

         11.5     The  failure  of  either  party  to  insist  upon  the  strict
                  performance of any of the terms,  conditions and provisions of
                  this  Agreement   shall  not  be  construed  as  a  waiver  or
                  relinquishment  of  future  compliance  therewith  or with any
                  other term,  condition  or provision  hereof,  and said terms,
                  conditions  and  provisions  shall  remain  in full  force and
                  effect.  No waiver of any term or condition of this  Agreement
                  on the part of either  party shall be effective or any purpose
                  whatsoever unless such waiver is in writing and signed by such

         11.6     The  headings of Sections are  inserted  for  convenience  and
                  shall not affect any interpretation of this Agreement.


12.      NOTICES

         12.1     A  notice  that is sent by  registered  mail to a party at its
                  address as set forth in Section 12.2,  below,  shall be deemed
                  received  three (3) days after its  posting,  and the  receipt
                  stamped by the post office shall represent definitive evidence
                  of the date of  mailing.  A notice that is  delivered  by hand
                  shall be deemed  received upon actual receipt by the addresses
                  as evidenced by a declaration  of the person  taking  delivery
                  and/or a signed receipt by the person receiving the notice.

         12.2     The  addresses  of  the  parties  for  the  purposes  of  this
                  Agreement are:

Atomica Israel Technologies Ltd.:

Building 98
Jerusalem Technology Park
Jerusalem 91481


Jeff Schneiderman
155 Ma'ale Michmas
D.N. Mizrach Binyamin
Maale Michmas, Israel 90634

IN WITNESS WHEREOF the parties have hereunto set their hands at the place and on
the date first above written.

Atomica Israel Technologies Ltd.

/s/ Robert S. Rosenschien                   /s/ Jeff A. Schneiderman