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EXHIBIT 10.10


ASSIGNMENT

ASSIGNMENT,  dated  01  June  1998.  by  and  between BARTECH MEDITERRANEAN LTD
("'Assignor")  and  PROTEL  BILGISAYAR  LIMITED  SIRKETI  ("Assignee").

WITNESSETH

WHERAS,  ASSIGNOR  has  executed  with  BARTECH  S.A. ("Bartech") a Distribution
Agreement  dated 01 June 1998 a copy of which is attached hereto as Exhibit" A"
(the"  Agreement");  and

WHEREAS,  ASSIGNOR  acquired under the Agreement the right to distribute, market
and  sell  certain  Products  (as defined in the Agreement) in a given territory
including  Turkey and the Turkish Republic of Northern Cyprus (collectively, the
"Sub-territory");and

WHERAS, ASSIGNOR desires to assign and ASSIGNEE desires to assume the rights and
obligations of  the  ASSIGNOR  under  the Agreement as such rights relate to the
Sub-territory.

NOW  THEREFORE,  for  good  and  valuable  consideration  received,  receipt and
sufficiency  whereof  is  hereby  acknowledged,  ASSIGNOR  and ASSIGNEE agree as
follows:

I.  ASSIGNOR  hereby  assigns,  transfers  and delivers to ASSIGNEE and ASSIGNEE
hereby  assumes  all  rights  and  obligation it has under the Agreement as such
rights  and  obligations  relate  to  the  Sub-  territory  .

2. In consideration for the assignment made hereunder, ASSIGNEE agrees to pay to
ASSIGNOR  for as long as it exploits the assigned rights in the Sub-territory on
going  fees  to  be  calculated in accordance with Schedule" A "attached hereto.

3.  The  ASSIGNEE's  rights  and obligations arising from the assigned Agreement
shall  not  be  prejudiced, terminated or adversely affected by any termination,
modification  or  amendment  of  the  Agreement  after  the  date  hereof.
Notwithstanding the foregoing, the ASSIGNEE shall be entitled to ask BARTECH and
ASSIGNOR to permit it to benefit from any subsequent modifications which BARTECH
and  ASSIGNOR  may  make  to  the  Agreement and which are in ASSIGNEE's opinion
desirable.

4.  This  ASSIGNMENT shall be governed by the laws of the Republic of Turkey and
any disputes arising hereunder shall be submitted to arbitration under the Rules
for  Reconcilliation  and  Arbitration  of the International Chamber of Commerce
before  a  panel  of  three  arbitrators  elected in accordance with such rules.
provided  that any and all disputes arising under the Agreement shall be subject
to  the  dispute  resolution  provisions  thereof.

5.  IN  WITNESS WHEREOF, the parties have executed this ASIGNMENT as of the date
first  written  herein  above.

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BARTECH  MEDITERRANEAN  LTD.                        PROTEL  BILGISIAR  LIMITED
SIRKETI
By: /s/ Ariel  Almog                                By:  /s/ Metin  Arghan
  --------------------------                        --------------------------
Signature:                                           Signature:




BARTECH  S.A.  hereby  consents  to
The  assignment  in  accordance
With  Article  21  of  the  agreement
And  agrees  to  the  provisions  hereof.

BARTECH  S.A
Name:  Daniel  Cohen




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<TABLE>
<CAPTION>
<S>                                    <C>
Schedule  "A"




                                       Percentage  of  complete  turnkey system
For  sales  effecluated  between       Price  (excluding  taxes.  duties.  fees  and  charges)

June  1, 1998  -  Mai:  31, 1999              5%

June  1, 1999  -  Mai:  31, 2000            5.5%

June, 1, 2000  -  (     )                      6%

The  ASSIGNEE will pay to the ASSIGNOR the above-mentioned fees no later than 15
days following the completion of an installation (or will pay the partial fee in
case  of a partial installation). Notwithstanding paragraph 3 of this agreement,
a  delay  in the payment of the fees of more than 30 days will give the right to
the  ASSIGNOR  to  immediately  terminate  this  Agreement.

</TABLE>



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