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                                                                     Exhibit 4.2

                              Employment Agreement
                              --------------------

Between I.I.S. Inteligent Information Systems Ltd., (reg. No. 52-003504-9)
Haifa, Israel (the "Company")
And Mr. Danny Shavit (I.D. No. 53486619), 50 Nachal Sorek Street, Modi'in,
Israel (the "Employee")

1.    Employment Agreement

1.1   The parties confirm that as of 23 November 2000 (the "Effective Date"),
      the Employee is a full-time employee of the Company, under the terms
      herein, in a senior position.

1.2   The Employee agrees to dedicate his full time, experience, talent,
      expertise and knowledge to the Company, and to fulfill his job in the
      Company in a loyal and dedicated manner, and in accordance with the policy
      and instructions of his superiors in the Company.

1.3   During the period of this Agreement, the Employee may not engage in any
      other commercial activity, except for the Company.
      To avoid doubts, the Employee may hold shares in companies that are not in
      competition with the Company, and may participate in meetings of such
      companies in his free time, provided that his dedication to the Company
      will not be effected.

1.4   The Employee is not allowed to obligate and/or bind the Company in any way
      and/or create any commitments, except as expressly authorized.

1.5   All reasonable Procedures and Directives of the Company applicable to
      subjects of work behavior, discipline etc., will be considered an integral
      part of this Agreement.

1.6   This Agreement forms the complete and exclusive agreement between the
      parties as to its subject matter; and it cancels any prior verbal or
      written agreement related thereto. Any change to this Agreement requires a
      duly signed document.

1.7   Failure or delay of either party to require the performance of any term
      under this Agreement, or the waiver by either party of any breach under
      this Agreement, shall not prevent subsequent enforcement of such terms,
      nor be deemed a waiver of any subsequent or prolonged breach.

2.    Remuneration

2.1   Salary: the Employee's gross salary will be NIS 27,000 per month.

2.2   Overtime Global Payment: the parties confirm that the Employee's job will
      require overtime work and work at irregular hours, without the need to
      approve and record each such hour. In consideration thereof, the Company
      will pay the Employee a gross sum of NIS 7,000 per month.

2.3   Taxes, social security payments, social benefits and other obligatory
      payments which are to be borne by the Employee according to applicable
      laws and regulations - will be deducted from all the above payments.
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2.4   Vacation: the Employee is entitled to 23 days per a full calendar year, at
      times to be mutually acceptable.

2.5   Car: the Company will provide a Company/lease car of the same standard as
      applicable to other employees of the Company at the same level as that of
      the Employee. The Company will cover all expenses of the car, except costs
      and expenses related to traffic violations and gross negligence of the
      Employee. Tax on the value of this benefit (as prescribed by the income
      tax regulations) will be paid by the Employee. The Employee will behave in
      such way as to preserve the good condition of the car. At the Employee's
      option the Company will pay to the Employee the sum of NIS 1,800 per month
      instead of the above car arrangement. All taxes related to this benefit
      will be borne by the Employee.

2.6   Pension Plan - Bituach Menahalim: the Company will take over and continue
      the existing Bituach Menahalim policy of the Employee. The Company will
      pay into this plan 13.33% of the salary and the overtime global payment
      each month, and the Employee will pay into this plan 5% of his salary and
      the overtime global payment. The foregoing will be in lieu of the
      Company's obligations under the Severance Payment Law (Pizuyei Piturin).
      To avoid any doubts, the parties hereby declare, confirm and agree that
      the continuation of the above policy does not mean and will not be
      interpreted as if the employment hereunder is a continuation of the
      Employee's previous employment. The Company is not liable for any payment
      or other obligation towards the Employee by virtue of his previous
      employment. Without prejudice to the generality of the foregoing, the
      Company shall not be liable for severance pay (Pizueyei Piturim) with
      regard to the period prior to the Effective Date.

2.7   Keren Hishtalmut - the Company will pay into a mutually defined fund 7.5%
      of the salary and the overtime global payment each month, and the Employee
      will pay into this fund 2.5% of his salary and the overtime global payment
      up to the "ceiling" as determined by the tax authorities.

2.8   Sick Leave: the Employee is entitled to payment for up to 30 sick days per
      year, which may accumulate up to 90 days. There shall be no cash payment
      for non-used sick days.

2.9   Expenses: the Employee will be reimbursed for out of pocket expenditures
      related to his work, in accordance with reasonable procedures which shall
      be similar to those applicable to other employees of the Company at the
      same level as that of the Employee.

2.10  As an additional incentive for the Employee to accept employment with the
      Company, the Company shall issue in favor of the Employee 100,000 shares
      of its common stock. The Company will issue three share certificates for
      the above shares - the first certificate for 30,000 shares, the second for
      35,000 shares and the third for 35,000 shares, and will deposit these
      certificates in the hands of Advocate Itzhak Lev (the "Trustee"). The
      Trustee will release and deliver to the Employee the first certificate 12
      months after the Closing, the second certificate 24

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      months after the Closing and the third certificate 36 months after the
      Closing; always provided that until the release date of each certificate
      the Employee has not resigned from his work and was not fired for Cause
      (for the purpose of this section, a "Cause" means any of the following: a
      material breach of this Employment Agreement or of the fiduciary
      --------
      obligations of the Employee, unauthorized disclosure or use of the
      Company's intellectual property, a continuous refusal to carry out
      legitimate work assignments, self dealing, embezzlement or
      misappropriation of Company's property by the Employee, serious damage to
      the Company's property which is intentionally caused by the Employee).
      Furthermore, the Trustee will not release any certificate as long as there
      is (if there is) an outstanding claim by any third party with regard to
      the Assets that were sold and assigned to the Company under its agreement
      with Eastek Embedded Systems (MEITAV) Ltd. If on the release date of any
      certificate there exists any of the above reasons for non-release of the
      certificate, such certificate will be returned to the Company, and the
      number of shares covered by such certificate will be deducted from the
      total number of the incentive shares specified in this section 2.10 above.
      The Employee hereby agrees and confirms that the issue and release of the
      incentive shares hereby, shall not create any liability on the part of the
      Company for social or other payments, rights and benefits. Any taxes or
      other compulsory payments which may become due as a result of the issue
      and/or release of the incentive shares, shall be payable by the Employee;
      and the Employee hereby confirms that the Company is entitled to deduct
      the sums of such taxes and compulsory payments from any sum which the
      Company may owe the Employee.

2.11  In addition to the shares as per section 2.10 above, the Company may
      enroll the Employee in its incentive Stock Option Plan, and may grant to
      the Employees options to purchase shares of the Company, under such terms
      as will be specified by that plan and in quantity and price as will be
      determined by the Company. The issue and exercise of the Options and the
      issue of shares thereby, shall not entail or create any liability on the
      part of the Company for social or other payments, rights and benefits.

2.12  The amount and details of the Employee's salary and other benefits are
      confidential. This information may not be disclosed to other employees or
      to people who are not authorized by the Company.

3.    Secrecy and Non-Compete Provisions

3.1   Any invention, technology, system, product, component, software,
      copyright, process and the like related to the business of the Company
      (collectively referred to as "Knowhow"), whether patentable or patented or
      not and whether subject to any other legal protection or not, arising out
      of the Employee's or others' work for the Company, shall be the exclusive
      property of the Company. The Employee will promptly submit to the Company
      full details related to Knowhow; and will
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      execute patent applications and assignments as may be requested by the
      Company (whether during or after the employment period) to confirm and
      register the Company's ownership thereof.

3.2   Any and all information related to trade secrets, commercial relations,
      actual and potential clients and suppliers, technology and products, and
      any other information of a proprietary or confidential nature; which
      relate to the Company and/or to third parties with whom the Company has
      business relations; will hereinafter be together referred to as
      "Information". Information may include commercial, technical, marketing,
      financial, administrative and management subjects. The Information and any
      part thereof are and shall be the exclusive property of the Company or
      such aforementioned third parties. The Employee will not use any part of
      the Information, nor disclose or make it available to others, unless in
      the line of his job in the Company. The foregoing provisions will survive
      the termination of this Agreement. However, these provisions shall not
      apply to Information which is in the public domain, nor to general
      professional knowhow of the Employee which was acquired by him prior to
      his work for the Company. Upon termination of the employment hereunder,
      the Employee shall immediately return to the Company all materials of any
      kind (whether in written or electronic form, computer files or otherwise)
      concerning the Information, including all copies thereof, and he shall not
      retain any copies of such materials.

3.3   Without prejudice to the generality of the foregoing, the Employee agrees
      that during the period of this Agreement plus a "freeze period" (as
      defined below) after the termination - for any reason - of the Employee's
      employment; he will not, directly or indirectly, for his own account or
      for the account of others (including without limitation as a stockholder,
      director, officer, investor, partner, employee, sole proprietor,
      independent contractor or cusultant), do or participate or assist or allow
      to do any of the following:

      a)    engage in any business in competition with the business of the
            Company;
      b)    request or advise any past, present or future business associate of
            the Company to decrease or cancel their business with the Company;
      c)    cause any employee of the Company to terminate his employment with
            the Company or to work for the Employee or for any party associated
            with him.

      The "freeze period" shall be equal in length to the employment period
      hereunder, but not shorter than 6 months nor longer than 24 months.

3.4   The Employee shall not use or dislocate any property or documents of the
      Company, except in the line of his duties for the Company.

3.5   The Employee acknowledges and agrees that a breach of any material
      provision of this chapter 3 will cause the Company substantial and
      irreparable harm. The Employee consents and agrees therefore, in such
      event, in addition to any other remedies available to the Company, to have
      an
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      injunction, temporary restraining order, preliminary injunction and
      permanent injunction issued by any arbitrator or competent court, as the
      case may be, restraining and enjoining the Employee from breaching or
      violating this Agreement. The Employee agrees that, in connection with any
      remedy sought pursuant to this section, it shall not be necessary to
      provide any guarantee or any other security by the Company.

3.6   The Employee confirms that he does not bring and was not required to bring
      to the Company any proprietary materials of third parties, except
      information regarding certain third parties (suppliers, clients etc.)
      which may be used by the Company in its business. The Employee further
      confirms that he is under no restrictions relevant to the fulfillment of
      his job in the Company, whether by virtue of former employment, business
      dealings or otherwise.

4.    Period of Employment

4.1   This Agreement is made for an un-defined period, subject to the right of
      each party, at any time, to terminate it by giving a 60 days written
      notice. Notwithstanding the above, the Company may terminate the
      employment immediately at any time after giving notice, provided it pays
      the Employee a sum equal to the salary for the remaining notice period.

4.2   Each party may terminate the Agreement immediately in any of the following
      cases: (a) a material breach of this Agreement or breach of confidence or
      loyalty by the other party, (b) medical or mental incapacity of the
      Employee, (c) gross negligence or misconduct which cause a significant
      damage or cost to the Company, (d) criminal behavior.

4.3   Upon termination of the employment hereunder for reasons other than those
      specified in paragraph 4.2 above, and provided that the Employee transfers
      to the person replacing him all matters related to his job in an orderly
      and satisfactory manner, the Company shall release to the Employee's name
      the right to all sums which have been accumulated for his benefit in the
      Pension Plan and Keren Hishtalmut mentioned in paragraphs 2.6 and 2.7
      above (including employer's contributions). Such sums are on account of
      severance compensation (Pizuyei Piturim) - if due.

4.4   Except as provided in paragraph 4.3 above and except as may be provided in
      a later duly executed written agreement, and subject to the provisions of
      all applicable cogent laws, termination of this Agreement is without
      liability of the Company for any claims or payments beyond those earned or
      accrued in the course of the employment hereunder; and the Employee hereby
      waives any and all such claims towards the Company, its parent company and
      any other third party.
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And in Witness, the parties sign and execute this Agreement, on this 30th day of
November 2000.


           ___________________        ___________________
              The Company                The Employee