EXECUTIVE
      EMPLOYMENT AGREEMENT

     

    THIS
      EXECUTIVE EMPLOYMENT AGREEMENT
      (the
“Agreement”) is dated as of October 23, 2007 (the “Effective Date”), by and
      between PCMT Corporation (the “Company”), and Asher Zwebner (the
“Executive”).

     

    WHEREAS,
      the
      Executive has been appointed by the Company as Chief Financial Officer as of
      October 18, 2007 (the “Effective Date”); and

    


    WHEREAS,
      in
      recognition of the Executive’s performance and abilities, the Company desires to
      assure itself of, and to provide for the employment of Executive on the terms
      and conditions set forth herein; all effective as of the Effective Date;
      and

    


    WHEREAS,
      the
      Executive agrees to be employed by the Company and to perform services for
      the
      Company in accordance with the terms and conditions provided herein; all
      effective as of the Effective Date.

    


    NOW
      THEREFORE,
      in
      consideration of the promises and the respective covenants and agreements of
      the
      parties herein contained, and intending to be legally bound hereby, the parties
      hereto agree as follows:

    


    1.    Employment.
      The
      Company hereby employs Executive, and Executive hereby accepts such employment,
      according to the terms and conditions set forth in this Agreement.

    


    2.    Position
      and Duties.
      During
      the Term (as defined in Section 3 herein), the Executive agrees to serve as
      Chief Financial Officer of the Company and to perform operational and financial
      management of the Company and such other reasonable duties, consistent with
      his
      position, as may be assigned to him from time to time by the Board of Directors
      (the “Board”) or Chief Executive Officer (the “CEO”)
      of the
      Company. The Executive shall report to the Board or the CEO, and shall be given
      such authority as is appropriate to carry out the duties described herein.
      The
      Executive shall devote as much time as necessary to the performance of his
      duties hereunder. 

    


    3.    Term
      of Agreement.
      Subject
      to the provisions of Section 6 of this Agreement, Executive shall be employed
      by
      the Company for a period commencing on the Effective Date and ending on the
      termination hereof (the “Term”) on the terms and subject to the conditions set
      forth in this Agreement.

    


    4.    Compensation. The
      Executive shall be paid (“Base
      Salary”)
      Three
      Thousand Dollars 00/100 ($3,000) for each quarterly filing of the Company with
      the Securities and Exchange Commission (“SEC”) and Five Thousand Dollars 00/100
      ($5,000) for the annual report due to the SEC. Each payment shall be made to
      the
      Executive promptly upon receipt of an invoice. In addition to the Base Salary,
      the Company shall pay the Executive for any additional work to be performed
      by
      the Executive to the Company, including, without limitation, the incursion
      by
      the Company of any special accounting or regulatory requirements or obligations
      for which the Company shall be responsible such as 8-Ks.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    5.    Expenses.
      The
      Executive is entitled to receive prompt reimbursement for all normal and
      reasonable expenses incurred while performing services under this Agreement,
      including all reasonable travel expenses. Reimbursement for these expenses
      will
      be made as soon as administratively feasible after the date the Executive
      submits appropriate evidence of the expenditure.

    


    6.    Termination
      of Employment.
      The
      Executive’s employment hereunder may be terminated without breach of this
      Agreement as follows:

    


    a.    Termination
      for Cause; Resignation without Good Reason.
      At any
      time, the Company may terminate the Executive’s employment hereunder for Cause
      (as defined
      in this Section 6) or the Executive may voluntarily terminate his employment
      hereunder
      without
      Good Reason (as defined in this Section 6). In such event, the Term will end
      on
      the date of any such termination. 

    


    For
      purposes of this Agreement, “Cause”
      shall be
      defined as any of the following actions by the Executive: (i) a material breach
      by the Executive of his obligations under this Agreement, (ii) the continuing
      and willful refusal or failure (other than during reasonable periods of illness,
      disability or vacation) by Executive to perform his duties or take any action
      hereunder or under any lawful and reasonable direction of the Board, a duly
      constituted committee of the Board, or CEO of the Company, (iii) Executive’s
      habitual drunkenness or any substance abuse which, in either case, adversely
      affects the Executive’s performance of his job responsibilities, provided such
      actions (if capable of being remedied) are not remedied within thirty (30)
      days
      after receipt by the Executive of written notice from the Company specifying
      the
      nature of such actions, (iv) charging of Executive of a felony by means of
      indictment or similar action, including without limitation filing of a criminal
      information, commencing a criminal felony proceeding against Executive, if
      in
      the judgment of the Board, such charging of the Executive would substantially
      interfere with the effectiveness of the Executive as Chief Operating Officer,
      or
      conviction of Executive of a felony or plea by the Executive of guilty or
nolo contendere
      with
      respect to a felony charge, (v) Executive’s commission of a fraud, theft against
      or embezzlement from the Company, (vi) any intentional misconduct by the
      Executive (other than misconduct undertaken at the express direction of the
      Board) which would in the good faith opinion of the Board or the Company’s
      counsel tend to make the Company liable to any person under any state or federal
      law relating to sexual harassment or age, sex or other prohibited
      discrimination, provided that such actions (if capable of being remedied) are
      not remedied, within thirty (30) days after receipt by the Executive of written
      notice from the Company specifying the nature of such actions, (vii) any
      intentional and continuous violation in any material respect of any written
      policy of the Company or any successor entity adopted in respect to any law
      referred to in clause (vi) above, (viii) any conduct which, in the good faith
      opinion of the Board or the Company’s counsel, the Executive knows or should
      know (either as a result of a prior warning by the Company or the flagrant
      nature of the conduct) violates applicable law or causes the Company to violate
      applicable law or (ix) any intentional violation of Section 7 or 8 hereof by
      Executive. The Company’s continued employment of Executive shall not constitute
      consent to, or a waiver of rights with respect to, any circumstance constituting
      Cause hereunder.

     

    
      
         

      

      
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    For
      purposes of this Agreement, “Good
      Reason”
      shall
      mean any one or more of the following: (a) a material reduction in the
      Executive’s position, duties or responsibilities; (b) a reduction in the
      Executive’s Base Salary as in effect immediately prior to such reduction or
      other contractual compensation or contractual employment
      benefits; (c) the failure of any successor to the Company to expressly
      assume
      and
      honor this Agreement in full; (d) a material breach by the Company of its
      obligations under this Agreement; or (e) the termination, dissolution, complete
      or substantial liquidation of the Company. Notwithstanding any provision to
      the
      contrary, in order for any event(s) in subparagraphs (a) through (e) above
      to
      constitute “Good Reason” for purposes of this Agreement, (i) the Executive must
      notify the Company in writing within thirty (30) days following the occurrence
      of the event(s) giving rise to Good Reason (which event(s) must be described
      by
      the Executive in reasonable detail in such notice) and (ii) within thirty (30)
      days after receiving notice from the Executive, the Company must fail to cure
      the circumstances giving rise to Good Reason.

    


    In
      the
      event that the Executive’s employment is terminated by the Company for Cause, or
      the Executive resigns from his employment without Good Reason, the Executive
      shall receive severance compensation amounting to any Base Salary accrued but
      unpaid as of the effective date of termination (the "Accrued
      Amounts").

    


    b.    Termination
      Without Cause; Resignation for Good Reason.
      The
      Company may terminate the Executive’s employment hereunder Without Cause, and
      the
      Executive may terminate his
      employment hereunder for Good Reason, upon thirty (30) days prior written Notice
      of Termination as defined herein Section 6.d., in each case the Term
      ending on the Date of Termination as defined herein in Section 6.e.  

    


    c.    Termination
      Upon Death or Disability.
      The
      Executive’s employment hereunder shall terminate upon his death or may be
      terminated at the Board’s sole discretion upon Executive’s absence from his
      responsibilities with the Company on a full-time basis for forty-five (45)
      calendar days in any consecutive twelve (12) months period as a result of
      Executive's mental or physical illness or injury (hereinafter a “Disability”).
      If the Executive’s employment is terminated due to his death or Disability, the
      Company shall provide the Executive or his legal representative, as the case
      may
      be, any accrued or vested compensation, including Accrued Amounts through the
      “Date of Termination” (as hereafter defined) and reimbursement for unpaid
      business expenses through such date. 

    


    d.    Notice
      of Termination.
      Any
      termination of the Executive’s employment by the Company (other than termination
      upon death of the Executive), or by the Executive shall be communicated by
      Written Notice of Termination by such party to the other. For purposes of this
      Agreement, a “Notice of Termination” shall mean a notice that indicates the
      specific termination provision in this Agreement relied upon and shall set
      forth
      in reasonable detail the facts and circumstances claimed to provide a basis
      for
      termination of the Executive’s employment under the provision so indicated (as
      applicable). 

     

    
      
         

      

      
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    e.    Date
      of Termination.
“Date
      of Termination” shall mean (i) if the Executive’s employment is terminated by
      his death, the date of his death, or (ii) if the Executive’s employment is
      terminated pursuant to any of the other terms set forth above, the date
      specified in the Notice of Termination. 

    


    f.    Cooperation
      after Termination. Following
      termination of the Executive’s employment, upon request of the Company, the
      Executive shall reasonably cooperate with the Company in all matters relating
      to
      the winding up of pending work on behalf of the Company and the orderly transfer
      of work to other employees of the Company. In the case of termination of the
      Executive’s employment because of the expiration of the Term of this Agreement,
      a termination without Cause, or the Executive’s resignation for Good Reason, the
      Executive will be compensated by the Company for such services at a rate of
      remuneration to be mutually agreed upon by the parties. The Executive shall
      also
      reasonably cooperate in the defense of any action brought by any third party
      against the Company that relates in any way to the Executive’s acts or omissions
      while employed by the Company, provided that any such cooperation shall be
      at
      the reasonable expense of the Company and at a rate of remuneration to be
      mutually agreed upon by the parties. 

    


    7.    Company
      Policies.

    


    a.    Executive
      understands that the provisions of any employee handbooks, personnel manuals
      and
      any and all other written statements of or regarding personnel policies,
      practices or procedures that are or may be issued by the Company or any official
      or department thereof from time to time (the “Company Policies”) do not and
      shall not constitute a contract of employment and do not and shall not create
      any vested rights; that any such provisions may be changed, revised, modified,
      suspended, canceled, or eliminated by the Company at any time, in its sole
      discretion, with or without notice; and that such provisions constitute
      guidelines only and may be disregarded either in individual or company-wide
      situations when, in the sole opinion and judgment of the Company, circumstances
      so require.

    


    b.    Executive
      shall comply with all applicable Company Policies, which may be in effect from
      time to time during the term of this Agreement. Notwithstanding the foregoing,
      in the event of a conflict between any such Company Policies and the terms
      of
      this Agreement, the terms of this Agreement shall govern. If a provision in
      any
      policy conflicts with this Agreement, the terms of this Agreement shall prevail.
      

     

    
      
         

      

      
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    8.    Non-Solicitation;
      Confidentiality. 

    


    a.    Non-Solicitation.
      During
      the Term and for the period of one year (1) year thereafter, the Executive
      agrees that he will not, directly or indirectly, (i) solicit, divert or recruit
      or encourage any of the employees of the Company, or any person who was an
      employee of the Company during the Term, to leave the employ of the Company
      or
      terminate or alter their contractual relationship in a way that is adverse
      to
      the Company's interests, (ii) solicit or divert business from the Company,
      or
      assist any person or entity in doing so or attempting to do so or (iii) cause
      or
      seek to cause any person or entity to refrain from dealing or doing business
      with the Company or assist any person or entity in doing so or attempting to
      do
      so.

    


    
      	 	
              b.

            	
              Confidential
                and Proprietary Information.

            


    

    


    (1)    The
      Executive will not disclose or use, at any time either during or after the
      term
      of this Agreement, except at the request of the Company or an affiliate of
      the
      Company, any Confidential and Proprietary Information (as herein defined) except
      to the extent disclosure is or may be required by a statute, by a court of
      law,
      by any governmental agency having supervisory authority over the business of
      the
      Company or by any administrative or legislative body (including a committee
      thereof) with jurisdiction to order him to divulge, disclose or make accessible
      such information, provided, however, that the Executive shall give the Company
      notice of any such request or demand for such information upon his receipt
      of
      same and the Executive shall reasonably cooperate with the Company in any
      application the Company may make seeking a protective order barring disclosure
      by the Executive. The Executive acknowledges that the Confidential and
      Proprietary Information constitutes a unique and valuable asset of the Company
      and each affiliate of the Company, and that any disclosure or other use of
      the
      Confidential and Proprietary Information other than for the sole benefit of
      the
      Company or the affiliates of the Company could cause irreparable harm to the
      Company or the affiliates of the Company, as the case may be. “Confidential and
      Proprietary Information” shall mean all of the Company’s (or any affiliate’s)
      proprietary information, technical data, trade secrets, and know-how, including,
      without limitation, schematics, research, product plans, customer lists,
      information and plans about costs, profits, markets and sales, software,
      developments, development tools, inventions, discoveries, processes, ideas,
      formulas, algorithms, technology, designs, drawings, business strategies and
      financial data and information, including but not limited to Creations, whether
      or not marked as “Confidential” or “Proprietary.” “Confidential or Proprietary
      Information” shall also mean any and all information received by the Company (or
      any affiliate) from customers of the Company (or an affiliate) or other third
      parties subject to a duty to be kept confidential.

    


    (2)    The
      Executive
      hereby acknowledges and agrees that all personal property, including, without
      limitation, Confidential and Proprietary Information, all books, manuals,
      records, reports, notes, contracts, lists, blueprints, and other documents,
      or
      materials, or copies thereof, and equipment furnished to or prepared by the
      Executive in the course of or incident to his employment, including, without
      limitation, records and any other materials pertaining to Creations, belong
      to
      the Company. Immediately following the termination of this Agreement, the
      Executive shall promptly return to the Company all such materials, and certify
      to the Company in writing that he has not retained any written or other tangible
      or electronic material containing any Confidential and Proprietary Information
      or other information pertaining to the Company or any Creation.

     

    
      
         

      

      
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    (3)    The
      Executive agrees that he will not, during his employment with the Company,
      improperly use or disclose any proprietary information or trade secrets of
      any
      former company or other person or entity and that the Executive will not bring
      onto the premises of the Company any unpublished document or proprietary
      information that belongs to any such company, person or entity unless consented
      to in writing by such previous company, person or entity.

    


    c.    Remedies. The
      Executive agrees and acknowledges that the foregoing restrictions and the
      duration and the territorial scope thereof as set forth in this Section 9 are
      under all of the circumstances reasonable and necessary for the protection
      of
      the Company and its business. In the event that the Executive shall breach
      any
      of the provisions of Section 7 or 10, in addition to and without limiting or
      waiving any other remedies available to the Company, at law or in equity, the
      Company shall be entitled to immediate injunctive relief in any court, domestic
      or foreign, having the capacity to grant such relief, to restrain any such
      breach or threatened breach and to enforce the provision of this Agreement.
      

    


    9.    Notices.
      For the
      purposes of this Agreement, notices, demands, and all other communications
      provided for in this Agreement shall be in writing and shall be deemed to have
      been duly given when delivered or (unless otherwise specified) mailed by United
      States certified or registered mail, return receipt requested, postage prepaid,
      or by an overnight courier, in each case addressed as follows:

    


    
      	
              If
                to the Company: 

            	
              If
                to the Executive:

            
	
              PCMT
                Corporation

              Attn:
                Nachman Shlomo Kohen

              4
                Nafcha Street 

              Jerusalem,
                Israel 95508

            	
              Asher
                Zwebner

              _______________

              _______________

              _______________

            


    

    


    10.    Miscellaneous.
      No
      provision of this Agreement may be modified, waived or discharged unless such
      waiver, modification or discharge is agreed to in writing signed by the
      Executive and such officer of the Company as may be specifically designated
      by
      the Board. The validity, interpretation, construction and performance of this
      Agreement shall be governed by the laws of the State of New York without regard
      to its conflicts of law principles. Except as otherwise specifically provided
      herein, the rights of, and benefits payable to, Executive, his estate or his
      beneficiaries pursuant to this Agreement are in addition to any rights of,
      or
      benefits payable to, the Executive, his estate or his beneficiaries under any
      other employee benefit plan or compensation program of the Company. This
      Agreement shall be construed together to effectuate the mutual intent of the
      parties. The Parties and their counsel have cooperated in the drafting and
      preparation of this Agreement, and this Agreement therefore shall not be
      construed against any party by virtue of its role as the drafter thereof. No
      drafts of this Agreement shall be offered by any party, nor shall any draft
      be
      admissible in any proceeding, to explain or construe this
      Agreement.    

     

    
      
         

      

      
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    11.    Succession.
      The
      provisions of this Agreement shall be binding upon any successor entity to
      the
      Company. Any such successor of the Company will be deemed substituted for the
      Company under the terms of this Agreement for all purposes. For this purpose,
      “successor” means any person, firm, corporation, or other business entity which
      at any time, whether by purchase, merger, or otherwise, directly or indirectly
      acquires or controls all or substantially all of the assets or business of
      the
      Company. The Company agrees that it will cause any successor entity to the
      Company unconditionally to assume, by written instrument delivered to the
      Executive (or his beneficiary or estate), all of the obligations of the Company
      hereunder. Failure of the Company to obtain such assumption shall be a breach
      of
      this Agreement and shall constitute Good Reason hereunder and shall entitle
      the
      Executive to compensation and other benefits described in Section 8
      hereof.

    


    12.    Invalidity
      or Unenforceability.
      If any
      term or provision of this Agreement is held to be invalid or unenforceable,
      for
      any reason, such invalidity or unenforceability shall not affect any other
      term
      or provision hereof, and this Agreement shall continue in full force and effect
      as if such invalid or unenforceable term or provision (to the extent of the
      invalidity or unenforceability) had not been contained herein.

    


    13.    Arbitration.
      Except
      as otherwise expressly provided herein, any controversy or claim arising out
      of
      or relating to this Agreement, or the breach hereof, or the inability of the
      parties to reach agreements pursuant to Section 6(f) or Section 9(a), shall
      be
      settled by arbitration in New York, New York, before one arbitrator in
      accordance with rules then in effect of the American Arbitration Association.
      The non-prevailing party will pay the legal expenses of the prevailing
      party.

    


    14.    Section
      Headings.
      The
      section headings in this Agreement are for convenience only; they form no part
      of this Agreement and shall not affect its interpretation.

    


    15.    Counterparts. 
       This
      Agreement may be signed in any number of counterparts, each of which shall
      be an
      original, but all of which together shall constitute one instrument, and shall
      be binding and effective immediately upon the execution by all Parties of one
      or
      more counterparts.

    


    16.    Construction
      and Joint Preparation.
       This
      Agreement shall be construed together to effectuate the mutual intent of the
      Parties. The
      Parties and their counsel have cooperated in the drafting and preparation of
      this Agreement, and this Agreement therefore shall not be construed against
      any
      Party by virtue of its role as the drafter thereof. No drafts of this Agreement
      shall be offered by any Party, nor shall any draft be admissible in any
      proceeding, to explain or construe this Agreement. The headings contained in
      this Agreement are intended for convenience of reference only and are not
      intended to be a part of or to affect the meaning or interpretation of this
      Agreement.      

    


    17.    Entire
      Agreement.
      This
      Agreement sets forth the entire agreement and understanding of the parties
      in
      respect of the transactions contemplated hereby and supersedes all prior or
      contemporaneous agreements, arrangements and understandings of the parties
      relating to the subject matter hereof.

    


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    IN
      WITNESS WHEREOF,
      the
      parties have executed this Agreement effective as of the date first
      written.

     

    
      	
              COMPANY:

               

              PCMT CORPORATION

               

              By: /s/
                Nachman Shlomo Kohen

              Name: Nachman
                Shlomo Kohen

              
                Title: Chief
                  Executive Officer

              

            	
              EXECUTIVE:

               

               

               

              By: /s/
                Asher Zwebner

              Name: Asher
                Zwebner

            


    

         

    
      
         

      

      
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