EMPLOYMENT AGREEMENT


THIS AGREEMENT is made by and between ACCENT SOFTWARE INTERNATIONAL LTD., an
Israeli corporation, having its principal place of business at 28 Pierre Koenig
Street, Jerusalem (hereinafter "the Employer or Company"), and MOSHE KRANC, I.D.
No. __________, residing at Rehov Efrata 31, Jerusalem (hereinafter "the
Employee), on 12 September 1996.

       WHEREAS the Employer is a Company carrying on the business of writing and
developing software products; and

       WHEREAS the Employer is prepared to employ the Employee and the Employee
is prepared to be so employed on the said basis and on the conditions set out in
this Agreement hereinafter,

NOW THEREFORE THE PARTIES COVENANT AND AGREE, EACH WITH THE OTHER, AS FOLLOWS:

1.   Employment of Employee

         The Employer agrees to employ the Employee and the Employee agrees to
         be employed by the Employer as Senior Vice President of Product
         Development on the specific terms and conditions set out in this
         Agreement hereinafter. The terms of the Employee's employment shall
         also be governed, insofar as relevant, by the provisions of the
         Employer'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").


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2.  Working Hours

         The Employee shall be employed by the Employer on a full-time basis,
         namely for not less than forty-five (45) hours per week (inclusive of
         meal time). It is agreed that the Employee is being employed in a
         senior, managerial position that requires a special degree of skill and
         devotion, requiring a special relationship of trust between the
         Employer and the Employee, and may require work beyond the Employer's
         normal business hours, which hours cannot be overseen by the Employer.
         It is therefore agreed that the renumeration referred to in section 4,
         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 shall be
         payable.

3.  Employee's Duties and Obligations

     During the period of his employment:

       a)     The Employee shall devote his full time, efforts and ability to
              the advancement of the projects of the Employer to which he may be
              assigned.

       b)     The Employee shall carry out his work in accordance with
              instructions which he receives from the Employer given to him by
              its Chief Executive Officer or such other person appointed by
              Employer as his supervisor from time to time.

       c)     The Employee, without the express, written permission of the
              Employer, shall not work at any other place of employment nor
              shall he in any way be involved in the development of software
              similar to or competing with the software developed and/or
              marketed by the Employer nor in any way similar to the business
              being carried on by the Employer, except for the benefit of the
              Employer, within the framework of this Agreement.


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4.   Compensation

       a)     In consideration for his work for the Employer as set in this
              Agreement, the Employee shall be paid a gross monthly salary in
              the amount of the NIS equivalent of US $10,834.00. Such salary
              includes, as an integral part thereof, payments due the Employee
              for travel (Damei Nesiya) and recreation pay (Damei Havra'ah).
              Such salary shall be reviewed on an annual basis on or about
              Employee's anniversary date.

       b)     The Employee shall participate in a management employee's
              insurance scheme whereby five percent of his base salary shall be
              deducted therefrom and paid as premiums and the Employer shall
              contribute an equal amount as well as an amount equal to 8 1/3% of
              Employee's base salary in lieu of severance pay, all in accordance
              with the terms of the scheme which shall be chosen and provisions
              of law. In addition, the Employer shall pay the necessary amounts
              for the Employee's enrollment in a long term disability plan of
              the Employer's choice.

       c)     The Employee shall be entitled to join a continuing education fund
              (keren hishtalmut) to be calculated on his base salary.

       d)     The Employee shall have the exclusive use of a passenger van owned
              or leased by the Employer, the expenses of which shall be paid by
              the Employer.

       e)     The Employer shall deduct from the compensation of the Employee
              national insurance fees, income tax and any other amounts as
              dictated by law, and shall provide the Employee with the required
              documentation on such deductions.


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5.   Vacation and Sick Leave

         The Employee shall be entitled to fifteen (15) paid vacation days
         annually and sick leave in accordance with legal requirements as
         reflected in the Employment Policy.

6.   Copyright and Ownership of Software

         The Employee hereby assigns and agrees to assign to the Employer or its
         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 Employer, or with the use of the time, material or
         facilities of the Employer or relating to any actual or anticipated
         business, research, development, product, service or activity of the
         Employer, or suggested by or resulting from any task assigned to the
         Employee or work performed by the Employee for or on behalf of the
         Employer, whether or not such work was performed prior to the date of
         this Agreement. It is further agreed, that without further charge to
         the Employer, 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 Employer, its successor,
         assigns or nominees.


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7.   Confidentiality of Information

       a)     The Employee declares that he 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
              Employer or his employees or by any other person for the Employer,
              even if not located at his offices or with distributors of the
              software and/or customers of the Employer, constitute valuable
              property and a business secret of the Employer or of the
              Employer's clients and business partners. The Employee further
              acknowledges that in the course of his employment, he may learn of
              other confidential and proprietary information and trade secrets
              of the Employer. 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 employment by the Employer nor subsequent thereto, and the
              Employee shall use his best efforts to prevent the publication or
              disclosure of any secret or process or information related to the
              Employer's or its clients' software, business, work methods,
              customers, suppliers, partners or any other subject, identified as
              confidential, which comes to his knowledge during the term of his
              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 Employer or any other place of work to which he
              may be sent by the Employer, any document, disk, magnetic tape or
              other media whatsoever which contains any part of the software or
              data on the software of the Employer or any client, supplier or
              customer of the Employer.

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

       d)     Employee undertakes to keep confidential and not to transfer,
              inform, submit or bring to the knowledge of any person,
              information of clients of Employer which is classified by such
              clients as confidential and which is gained by Employee in the
              course of his employment by Employer or as a result thereof.


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8. Covenant Not to Compete

         On the termination (for whatever cause and howsoever arising) of his
         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 knowledge or
              attention during the period of his employment hereunder which he
              knows or ought reasonably to have known to be a trade secret of
              the Company or otherwise of a confidential nature relating in any
              way to the customers of the Company or the business or affairs of
              or manufacturing or other processes from time to time carried out
              or conducted by the Company, provided that this sub-clause shall
              not operate so as to prevent or restrict the Employee from using
              his own personal knowledge or skill in any business or trade in
              which he may (subject to the provisions hereof) be lawfully
              engaged following termination of his employment hereunder.

       b)     The Employee undertakes that in his future work, after completing
              his employment with the Company, he will not utilize any
              procedures and/or programs and/or computer instructions and/or
              parts of the software known to him as a result of his employment
              that are not public knowledge, neither for his own use 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 acquired during the term of his employment as he sees fit,
              provided that he does not utilize the knowledge he gained of the
              specific programs as set out above.

       c)     So long as Employee is employed by Company and for a period of
              twenty four (24) months after the termination of the Employee's
              employment, Employee agrees not to enter into competitive
              activity, including becoming an owner, executive officer, 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 Employee's
              participation in the management of, or his 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 Employee's employment or at the time of 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 has no active role in the publicly owned
              and traded company as director, employee, consultant, or
              otherwise. To remove all doubt, nothing in this paragraph 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 does not
              otherwise violate the terms of this paragraph.

       d)     While employed by the Employer and for twenty-four (24) months
              following the termination of his employment, the Employee shall
              not directly or indirectly solicit, entice, persuade, or induce
              any employee of the Employer, or any third party then under
              contract to the Employer, to terminate his employment by or
              contractual relationship with the Employer, or to enter into
              contractual relations with a competitor of the Employer, or
              authorize or assist in the taking of any such actions by any third
              party.


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       e)     Employee agrees that the time specified in this paragraph (twenty
              four (24) months) is reasonable in view of the nature of the
              business in which the Employer is engaged and proposes to engage,
              his access to the confidential and proprietary information of the
              Employer and his knowledge of the Employer'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 by law in relation to confidential information or
              otherwise, and so that each of the foregoing restrictions in
              paragraphs 7 and 8, above, shall constitute separate agreements
              between the Employer and the Employee and shall be in addition to
              and not in substitution for any obligations imposed upon him by
              the general law.

9. Saving Provision

         Employer and 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 all the facts and
         circumstances of the relationship between Employee and Employer;
         however, Employee and Employer 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 paragraphs, the parties agree that in the event a court
         declines to enforce the provisions of paragraph 9, above, that those
         provisions shall be deemed to be modified to restrict Employee's
         competition with Employer 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
         Employee than those contained therein.

10. Injunctive Relief

         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 Employer or
         clients of Employer, inadequately compensable in damages. Accordingly,
         Employer or, where appropriate a client of Employer, 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. Employee further acknowledges and agrees that in the
         event of the termination of employment with Employer, Employee's
         experience and capabilities are such that Employee can obtain
         employment in business activities which are of a different or
         non-competing nature with his or her activities as an employee of
         Employer; and that the enforcement of a remedy hereunder by way of
         injunction shall not prevent Employee form earning a reasonable
         livelihood. Employee further acknowledges and agrees that the covenants
         herein are necessary for the protection of Employer's legitimate
         business interests and are reasonable in scope and intent.
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11.  Termination

       a) Termination for No Cause: Either party may bring the period of
       employment to a close by giving the other party written notice of at
       least sixty (60) days in accordance with legal requirements. The
       Employer, at its sole discretion, may terminate the Employee effective
       immediately and pay the Employee the salary equivalent of the required
       period of notice.

       b) Termination for Cause: Notwithstanding paragraph 11(a), above, the
       Employer may terminate the Employee's employment without prior notice and
       without the payment to the Employee of his salary for the two (2) month
       period of notice provided for in paragraph 11(a), above, if the Employee
       shall, at any time: i) be guilty of serious misconduct or any other
       conduct that, in the reasonable opinion of the Employer, brings the
       Employer or any parent, affiliate or subsidiary of the Employer into
       disrepute; and/or ii) be convicted of any criminal offense of disrepute.

       c) Nothing in this section shall prevent or limit the Employer from
       protecting its interests as allowed by law. The provisions of paragraphs
       6, 7 and 8 of this Agreement shall continue to apply after the
       termination of the employment period.

12. Possession

         The Employee agrees that upon request by the Employer, and in any event
         upon termination of the Employee's employment, the Employee shall turn
         over to the Employer 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 Employer
         and all copies of software obtained from the Employer shall be either
         returned to the Employer or, as appropriate, permanently deleted.


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13. Enforceability

         The provisions of this Agreement shall be enforceable notwithstanding
         the existence of any claim or cause of action of Employee against
         Employer whether predicated on this Agreement or otherwise.

14. Governing Law and Venue

         This Agreement shall be governed by and construed in accordance with
         the laws of the State of Israel. Jurisdiction for the litigation of any
         dispute, controversy or claim arising out of or in connection with this
         Agreement shall be in a court having subject matter jurisdiction
         located in Jerusalem, Israel.

15. Entire Agreement

         This Agreement constitutes the entire agreement between the parties
         with respect to this subject matter and supersedes all previous
         proposals, both oral and written, negotiations, representations,
         commitments, writings and all other communications between the parties.
         This Agreement may not be modified except by an instrument in writing
         signed by the parties.

16. Severability

         If any provision of this Agreement is determined by a court of
         competent jurisdiction to be invalid or unenforceable, such
         determination shall not affect the validity or enforceability of any
         other part or provision of this Agreement.

17. Waiver

         No waiver by the Employer of any breach of any provisions of this
         Agreement shall constitute a waiver unless made in writing and signed
         by an authorized representative of the Employer.
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18. Preamble

         The preamble to this Agreement constitutes an integral part hereof.

19. Headings

         The headings in this Agreement are for the convenience of organization
         and reference. They are not intended by the parties to have any
         relevance in the interpretation of this Agreement.


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


Accent Software International Ltd.
per:


                                               /s/ MOSHE KRANC
________________________                       _____________________
Employer                                             Employee