Sample Business Contracts

Employment Agreement - Atomica Israel Technologies Ltd. and Steven Steinberg

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 STEVEN STEINBERG,  I.D. No.
320524507, of Reohov Hayasmin 258, Beit Shemesh, Israel 99591 (the "Employee").

WHEREAS the Employee has been employed by the Company as Vice President-Finance
since December 1, 2002;

WHEREAS the Company  desires to continue to employ the  Employee in the position
of Chief Financial 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  finance  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,  responsibilities  and authority be assigned,  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 dine devoted by the Employee in excess of
normal working hours, and no corn Atomica Israel Technologies Employment
Agreement 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 follow:

                  5.1.1.   The Employee  shall receive a monthly gross salary of
                           nine  thousand  three  hundred  twenty seven  dollars
                           ($9,327) 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 in

                  5.1.2..  The salary set forth in Section  51.1,  above,  shall
                           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 TZAVEL 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
                           add for other  expenses  in Israel  and  abroad  when
                           supported by appropriate  vouchers; 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  an  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

                  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 front:  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   Atomica   Israel   Technologies
                           Employment Agreement 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 animal 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 mare 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 4 days  shall be paid out in  accordance  with
                           the provisions of the Annual Leave Law - 1951.

                  5.2.5.   RECREATION PAY (D'MEI HAVRA'A): The Company shall pay
                           the Employee for recreation (d`mel 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 provide. 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 La
                           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 Education 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 arid
                           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
                           not be included in the salary on which any  severance
                           pay,   pension,   manager's   insurance,   continuing
                           education  find  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  maintenance  the car on time  according to
                           the manufacturer's instructions. 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.) hi 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 the  third  percent  (13 1/3 %) from the  monthly
                           Global Salary paid to the Employee,  and the employee
                           will pay, on his/her own account,  an amount equal to
                           the  percent  (5%)  from  that  Global  Salary.   The
                           Employee  agrees that the Company  shall be entitle a
                           to deduct the Employee's  contribution  (5%) from the
                           Employee  Global Salary.  For the avoidance of doubt,
                           it is clarified that under no circumstance  shall the
                           Company's  contribution exceed thirteen and one third
                           percent  (l3  1/3 %) of the  Global  Salary  any  one


                  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  survivor.  The
                           remaining eight and one third percent (8 1/3%) of the
                           Company  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 in the event
                           of the  termination  of his/her  employment  with the
                           Company,  except  in  those  circumstances  discussed

                  5.3.3.   In the event that the Employee;  chooses  Manager's a
                           Insurance, the policy shall be long 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  Company
                           Lever -- 1963. Upon the termination of the Employee's
                           employment,  for whatever reason other than Cause, as
                           defined  fined 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  Genial or the  ownership  of the
                           Manager's   Insurance   policy,  as  appropriate  and
                           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  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 an appropriate  level of Directors
arid 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  for 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  conditions  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 the actual
                  employment by tile  Company.  Such amount shall be in addition
                  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 for options  granted  after the date of
                  this agreement shall be extended to the shorter of (a) one (l)
                  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 dishonesty or willful misconduct;  (b)
                  a  material  breach  of the  Employee's  obligations  pursuant
                  Section 8.7, 8.8 (confidentiality) and 8.9  (non-competition),
                  below;  (c) 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 of fence 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


                  the effective date of the Change of Control.  Furthermore  and
                  notwithstanding  the notice  provision of Section 6.1,  above,
                  should the Employees 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 will 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 vest the immediately 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 it  stockholders  of the  Company  immediately
                  prior to such merger,  consolidation  or other  reorganization
                  own  immediately  after such  merger,  consolidation  or other
                  reorganization  50%  or  mere  of  the  voting  power  of  the
                  outstanding  securities  of  each  of the  (i)  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 payments for which the 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

         7.2.     The  Employee  hereby  agrees  that the Company  shall  deduct
                  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 arid the sale of
                  the resulting  shares of Company stock.  Such deductions shall
                  be made  accordance  with any  relevant  requirements  imposed
                  under the  relevant  Stock Plan of the  Company & 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   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 (b) 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 terms 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 be/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 the Company or its  employees  or by .any other
                  person for the Company,  even if its 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


                  contain  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,   where  the
                  Employee is specifically  authorized to carry out certain work
                  at his/her home op  elsewhere,  he/she may take a copy only of
                  that software absolutely  necessary in order far 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 pf 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 he/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  business  or trade in which
                  he/she may  (subject  to the  provisions  hereof) be  lawfully
                  engaged following 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 for 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 not utilize the
                  knowledge  he/she  gained of the specific  programs as set out

                  (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,  the 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 aw 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 airy third party then
                  under contract to the Company, to terminate his/her employment
                  lay 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  of 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
                  of the, Company's business. The restrictions upon the Employee
                  in  this  Agreement  shall  be  fix  addition  to  and  not in
                  substitution  for any obligations  imposed upon him/her by law
                  in relation to, confidential  information or otherwise, and so
                  that each of the  foregoing  restrictions  in Sections 8.8 and
                  8.9, above, shall constitute  separate  agreements between the
                  Company and 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 compete  contained  in this
                  Agreement are fair and  reasonable in their scope and duration
                  in  light  of  alt  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 or 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 to the Company and all copies of
                  software obtained from the Company shall be either returned to
                  the Company or a 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 anti 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  terminates 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  .pf 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 the Company
                  or its parent,  subsidiaries,  or affiliates,  as appropriate,
                  its  successors,  assigns or nominees,  the Employee's  entire
                  right,  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  Agreement.  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 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  breech 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 ac wedges and agrees that the  covenants  herein are necessary
for 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  side  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  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  making  delivery
                  arid/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 9148



                  Steven Steinberg
                  Rechov Hayasmin 258
                  Belt Shomesh, Israel 99591

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

Atomica Israel Technologies Ltd.

By  /s/ Robert S. Rosenschien          Employee       /s/ Steven Steinberg
   ---------------------------------            --------------------------------