CONSULTING AGREEMENT



         This  Consulting  Agreement  ("Agreement")  is entered  into as of this
__01__day  of April  2000  (the  "Effective  Date")  by  Argo,  Inc.  a  Israeli
corporation having its principal place of business at 2 Zipory Street,  Tiberia,
P. O. Box 1560, Israel tel no 972 6 6716040 ("Argo"or Client") and EvoTech, Inc.
("EvoTech" or "Consultant").


                              W I T N E S S E T H :

         WHEREAS,  Argo,  as the  Client,  desires  to  engage  EvoTech,  as the
Consultant,  to  provide  it with  advice  in  connection  with  the  commercial
evaluation and exploitation of intellectual property; and

         WHEREAS, EvoTech desires to provide such services to Argo.

                           N O W , T H E R E F O R E ,

         In consideration of the mutual promises and considerations set forth in
this document, the Parties agree as follows:

1.  Services to be Provided by the Consultant; Duties.
         (a) On an  on-going  basis,  and  as  the  Client  shall  request,  the
Consultant
                  (i) shall  provide  advice with  respect to matters  involving
intellectual  property,  including  advice with  respect to the  feasibility  of
inventions and the commercial exploitation thereof; and, in addition,
                  (ii)  the Consultant shall build prototype devices.
         (b) The  Consultant  shall provide  business and technical  development
services to the Client regarding technical, marketing,  manufacturing and advice
as  specified  in a Service  Order from time to time  submitted  by the Firm and
accepted in writing by both Client and Firm.  Each  Service  Order shall be in a
form similar to the one attached as Exhibit A. Any accepted Service Order may be
amended or  superseded  by any new Service Order only in writing by both Parties
which  expressly  provides that it amends or  supersedes a prior Service  Order.
Each and all accepted Service Order shall constitute a part of this Agreement.
         (c) Without the prior  permission of the Client,  the Consultant  shall
not communicate with third parties concerning matters as to which the Client has
engaged the Consultant to perform consulting services.
         (d) The Consultant  will perform the services with  reasonable care and
professional skill.
         (e) However,  the Consultant  does not warrant the  merchantability  or
fitness for use or purpose of the work performed.

    Liability of the Parties to Each Other; Indemnification.
         (a)  Neither  Party  shall  be  liable  to the  other  for any  acts or
omissions in their performance  hereunder except when said acts or omissions are
due to willful  misconduct or gross  negligence;  provided,  however,  that with
respect to claims by  third-parties  against either or both of the Client and of
the Consultant,
                  (i) the Client  shall hold the  Consultant  free and  harmless
from any obligations,  costs, claims, judgments, attorney's fees and attachments
arising from or growing out of the services  rendered by the Client  pursuant to
the terms of this Agreement; and
                  (ii) the  Consultant  shall hold the Client free and  harmless
from any obligations,  costs, claims, judgments, attorney's fees and attachments
arising from or growing out of the services rendered by the Consultant  pursuant
to the terms of this Agreement.

<PAGE>

2.  Fees to be Paid to the Consultant by the Client; Retainer;  Hourly Expenses;
Objections; Commissions.
         (a)  The  Client  shall  pay a  reasonable  fee for  services  actually
performed  for the  Client by the  Consultant.  That fee will be  determined  by
multiplying  the number of hours spent  working on the  Client's  matters by the
billing  rate.  Time  shall be  billed  in  increments  of 1/4 of an  hour.  The
Consultant's hourly billing rate is:
                  (i)   $350.00/hr. for Executive managers/consultants;
                  (ii)  $250.00/hr. for Senior managers/consultants;
                  (iii) $175.00/hr. for Project managers;
                  (iv)  $150.00/hr. for Senior engineers;
                  (v)   $125.00/hr. General engineers; and
                  (vi)  $90.00/hr/ for technical and engineering support.
         (b)  Outsource  Consultants  shall  be  billed  at cost  plus  10%.  If
performed by the  Consultant,  Governmental  and regulatory work will have a 50%
surcharge.  If performed by an Outsource  Consultant,  the fee shall remain that
Consultant's cost, plus 10%, as set forth above.
         (c) The foregoing rates and fees rates may not be increased  without at
least thirty (30) days prior written notice and the  opportunity  for the Client
to terminate this Agreement.
         (d) The  Consultant's fee shall be calculated by multiplying the number
of hours devoted to the Client's matter(s) (including fractions of hours) by the
then current  hourly rate.  As used herein,  the term "Number of Hours  Devoted"
shall mean any time  spent by the Firm in dealing  with any aspect of the matter
for which the  Client has  retained  the Firm  including,  but not  limited  to,
consulting  with the Client (in person or by  telephone),  investigating  facts,
conducting  research,  preparing  correspondence,   documents,  interviewing  or
negotiating  with  others  (in  person  or  by  telephone),  preparing  for  and
conducting meetings and interviews, and traveling.
         (e) In the event that the Client has any objection whatsoever to any of
the fees for services rendered or the costs and disbursements  which are billed,
it is the Client's obligation to object in writing thereto within seven (7) days
of receipt of such invoices or  statements.  Failure of the Client to timely set
forth any such  disagreement  or objection  to any fee for services  rendered or
costs incurred shall be considered to be a waiver of any such objections.
         (f) The Consultant  shall be solely  responsible for the payment of all
federal,  state,  and local taxes or  contributions  imposed or  required  under
unemployment insurance,  social security and income tax laws that pertain to the
compensation  paid to Consultant for its performance of Services under Section 1
of this Agreement.

3.  Estimates.
         While an estimate or indication of the amount of fees which will likely
be incurred in any  particular  project may be provided from time to time,  such
estimates  are not  guaranteed  amounts,  but  rather  are  meant  to  serve  as
guidelines only.  Numerous factors on any project may affect those estimates and
require  that  they be  revised.  If at any time an  estimate  for a  particular
project has been given to the Client,  and it becomes  apparent  that the actual
hours  required  for the project will  significantly  exceed the  estimate,  the
Client  will be  informed  of that fact and the Client may elect to  discontinue
further  action.  The Client  may,  at any time,  request a written  estimate of
projected  consulting fees and costs associated with particular  requirements or
actions to be undertaken by the Firm

4.  Expenses.
         (a) The Client agrees to reimburse the Consultant  for actual  expenses
incurred in the course of activities  undertaken by the  Consultant  pursuant to
Section 1 of this Agreement. These expenses shall include, but not be limited to
travel, shipping, communications, presentation materials and production charges,
as  well  as such  miscellaneous  out-of-pocket  disbursements,  such  costs  as
photocopying,  filing fees, facsimile charges,  electronic mail charges,  travel
expenses,  computer research charges,  telephone charges, postage, express mail,
courier, and other expenses.
         (b) The Consultant will not commit to nor incur any expense for any one
Service Order in excess of $1,000.00 without the prior approval of the Client.
         (c) Within 10 days  following  the end of each  month,  the  Consultant
shall provide the Client with itemized expense reports  describing the nature of
the expense and the project or contact for which the expense was incurred.
         (d) Within 20 days  following  the receipt of the expense  report,  the
Client shall reimburse the Consultant for it expense, subject to the limitations
set forth above.

<PAGE>

5.  Duties of Client.
         The Client  shall  cooperate  with the  Consultant  in whatever  way is
reasonably  necessary for the  Consultant  to provide the services  contemplated
hereunder  and shall  participate  with the  Consultant  in the  handling of the
Clients' matters.  Without limiting the foregoing,  the Client agrees to respond
with  reasonable  promptness  to  telephone  calls  and other  inquiries  by the
Consultant, review documents and correspondence,  regularly communicate with the
Consultant  about the  matter  in  general,  including  but not  limited  to any
suggestions,  questions  or  concerns  that the Client has.  The Client  further
covenants to provide all relevant  information  and  documentation  available to
Client and  requested by the  Consultant  and  necessary  for the  Consultant to
handle the matter, and the Client  acknowledges that failure to do so may result
in an outcome that is less favorable than would otherwise be attainable.

6.  Inventions; Works for Hire.
         The Client  and the  Consultant  acknowledge  that in the course of the
Consultant's  employment  by the Client,  the  Consultant  may from time to time
create  inventions,  programs,  program  modifications,  documentation and other
writings  or  works,   including,   without  limitation,   manuals,   pamphlets,
instructional  materials and other writings or works,  including,  codes, files,
tapes, or other copyrightable material, or portions thereof, that may be created
within or without the Client's  facilities and before,  during,  or after normal
business  hours.  All such works  authored,  written,  conceived,  originated or
discovered  in whole or in part by the  Consultant  which  result  from any work
performed  for the Client or related to or useful in the  business are and shall
be exclusive property of the Client, and the Consultant shall cooperate with the
Client in the  protection of all of the Client's  intellectual  property  rights
thereto,  and,  to the extent  deemed  desirable  by the  Client,  the filing or
registration of any patents or copyrights.  Accordingly,  the Consultant  hereby
assigns to the Client all of the Consultant's  right,  title and interest in and
to any and all inventions,  processes,  systems,  and creations,  whether or not
patentable or copyrightable,  that the Consultant may conceive, develop, create,
or assist in whole or in part,  during its engagement by the Client,  whether or
not during  normal  working  hours.  The  Consultant  shall sign and deliver all
documents relative to said inventions requested by the Client for the purpose of
confirming the Client's title thereto.

7.  Confidential Information.
         (a)  In  connection  with  the  Consultant's   performance  under  this
Agreement,  it may be  necessary  for  the  Parties  to  disclose  "Confidential
Information"  (as the term is defined  below) or trade  secrets  (as the term is
commonly   understood  to  mean)  to  each  other.  The  Party  disclosing  such
information  (the  "Disclosing  Party") to the Party receiving such  information
(the "Receiving Party") agrees to identify,in  writing,  such information to the
Receiving Party as confidential upon delivery of such  Confidential  Information
or trade  secrets.  Without  the  prior  written  consent  of the  other  Party,
Confidential Information or trade secrets shall not be disclosed by either Party
to anyone else or used in any way except in  fulfillment  of the  objectives  of
this Agreement; provided, however, that
                  (i) the  obligations  of both  Parties  as  specified  in this
Section  _________ shall not apply to either Party, and neither Party shall have
further obligation to the other, with respect to any Confidential Information or
trade secret which the Receiving Party can demonstrate:
                           (A) was in the Receiving Party's  possession prior to
the time of disclosure by the Disclosing Party; or
                           (B)  was  in  the  public   domain  at  the  time  of
disclosure, or subsequently became part of the public domain through no fault to
the Receiving Party; or
                           (C) was legally  received  from a third party who was
not subject to a  confidentiality  obligation to the Disclosing  Party regarding
the Confidential  Information and who was otherwise legally in possession of the
information; or
                           (D)  was  independently  developed  by the  Receiving
Party  without  the  use  of  the  Confidential  Information  disclosed  by  the
Disclosing Party; or
                           (E)  is  sought   to   disclosed   pursuant   to  the
requirement of a governmental  agency or any law requiring  disclosure  thereof,
provided that the  Disclosing  Party is given prior  written  notice of any such
required  or  demanded   disclosure  and  the  opportunity  to  object  to  such
disclosure; or
                           (F) is generally  disclosed  to third  parties by the
Disclosing Party without similar restriction to such third parties; or
                           (G)  is  approved  for  general  release  by  written
authorization of theDisclosing Party.
         (b) This Section shall be effective  during the term hereof and for two
(2) years after  termination of this Agreement for whatever reason and under any
circumstances.

<PAGE>

         (c) As used in this Section,  or elsewhere in this Agreement,  the term
"Confidential  Information" shall mean and include:  All information or material
regarding the Client's business that has or could have commercial value or other
utility to another person or entity, or information  which, if disclosed without
authorization,  could be detrimental  to the business of the Client,  including,
but not limited to, the Client's  business plans,  marketing  plans,  methods of
operations, products, software programs, documentations of programs, programming
procedures,   algorithms,  formulas,  equipment  and  techniques,  existing  and
contemplated  services,  inventions,  systems,  devices (where or not patented),
financial information's and practices, plans, pricing, and marketing techniques,
proposals or bids for actual or potential customer,  names,  addresses and phone
numbers of the Client's Customers,  credit information and financial data of the
Client's and the Client's  Customers,  particular  business  requirements of the
Client's  Customers,  and special  methods and processes  involved in designing,
producing,  and selling the Client's products and services,  all shall be deemed
Confidential  Information and trade secrets and the Client's exclusive property;
provided,  however, that Confidential  Information shall not include information
that has  entered  the public  domain  other  than  through  the  actions of the
Consultant.

8.  Consultant's Ownership of its own Background Technology.
         The Client  acknowledges that the Consultant owns or holds a license to
use  and  sublicense  various  preexisting   technologies,   development  tools,
routines, subroutines and other programs, data and materials that the Consultant
is not intending to include in the product developed under this Agreement.  This
material  shall  be  referred  to  hereafter  as  "Background  Technology".  The
Consultant's  Background Technology includes those items identified in Exhibit A
attached hereto,  and made a part of this Agreement.  The Consultant retains any
and all rights in the Background Technology. Should the Background Technology be
included into Clients products, a separate agreement will be negotiated.

9.  Duration of this Agreement; Termination; Payment for Fees and Costs incurred
prior to Termination.
         (a)  This  Agreement  shall  expire  on the  third  anniversary  of the
Effective  Date;  subject,  however,  to the Client's  right to terminate as set
forth in this contract.
         (b) Either Party shall have the right to terminate  this Agreement upon
thirty (30) days written notice.
         (d) The Client's  obligation to pay and reimburse  the  Consultant  for
services   already   performed  and  expenses  already  incurred  prior  to  the
termination or expiration of this Agreement and the obligation upon the relevant
parties  to pay  royalties  under  Sections  2(f)  of  this  Agreement  and  the
performances  related  thereto under section 4.5,  shall survive  termination or
expiration of this Agreement

10. Default; Cure.
         If,  during the term of this  Agreement,  either Party fails to perform
any of its obligations under this Agreement,  the non-defaulting  Party may give
written notice of the default to the defaulting  Party. If the defaulting  party
fails to cure its default within thirty (30) days following receipt of notice of
default, the non-defaulting party may terminate this Agreement.

11. Return of the Client's Records and Property.
         Whether  termination of this Agreement shall occur by the expiration of
the  agreed  upon  period  of  time,  or  otherwise,  within  15 days  following
termination,  the Client shall notify the Consultant that it (the Client) wishes
the  Consultant  to  return  any  records  or  property  of  the  Client  in the
possession,  custody,  or control of the Consultant.  Such notice shall identify
which of the Client's  property is to be returned and shall specify the location
to which it is to be returned.  Within 10 days after  receiving  such a request,
the Consultant shall return the Client's property,  in the same condition it was
when it was delivered to the Consultant,  normal wear and tear excepted.  If the
Client does not send the aforesaid notice of demand of return of property within
said 15 day period, the Consultant shall be entitled to destroy such records and
property,  and the  Client  shall  waive  any and all  claims  relating  to such
destruction.

12. Law Governing.
         This Agreement shall be deemed to have been entered into under the Laws
of the  State  of New  York,  and the  rights  and  obligations  of the  parties
hereunder  shall be governed  and  determined  according to the Laws of New York
without regard to applicable conflicts of laws.

<PAGE>

13. Resolution of Disputes; Arbitration.

         All  disputes  concerning  this  Agreement or any claim or issue of any
nature (whether brought by the Parties hereto or by any other person whatsoever)
arising  from or  relating to this  Agreement  (including,  without  limitation,
claims for alleged fraud,  breach of fiduciary duty,  breach of contract,  tort,
etc.) which  cannot be  resolved  within  reasonable  time  through  discussions
between the opposing entities, shall be resolved solely and exclusively by means
of arbitration to be conducted in Kings County, New York, which arbitration will
proceed in accordance with the rules of the American Arbitration Association (or
any successor  organization  thereto) then in force for resolution of commercial
disputes.
         The  Arbitrators  themselves  shall have the right to determine  and to
arbitrate  the  threshold  issue of  arbitrability  itself,  the decision of the
Arbitrators shall be final, conclusive,  and binding upon the opposing entities,
and a judgment  upon the award may be  obtained  and  entered in any  federal or
state court of competent jurisdiction.
         Each entity or Party  involved in  litigation or  arbitration  shall be
responsible  for its own costs and  expenses of any  litigation  or  arbitration
proceeding, including its own attorney's fees (for any litigation,  arbitration,
and any appeals).

                           THE  PARTIES  EACH  UNDERSTAND  THAT BY  AGREEING  TO
                  BINDING ARBITRATION,  BOTH PARTIES ELECT TO WAIVE THE JUDICIAL
                  PROCESS,  INCLUDING BUT NOT LIMITED TO THE RIGHT TO A TRIAL BY
                  JURY, THE RIGHT TO DISCOVERY,  THE RIGHT TO AN APPEAL, AND THE
                  OTHER  JUDICIAL  RULES OF PROCEDURE AND EVIDENCE.  INSTEAD THE
                  PARTIES WILL BE BOUND BY THE DECISION OF THE ARBITRATOR  WHOSE
                  DECISION, AFTER AN INFORMAL HEARING INVOLVING NO DISCOVERY AND
                  MUCH LESS FORMAL RULES OF PROCEDURE AND EVIDENCE, IS FINAL AND
                  BINDING.  BECAUSE ARBITRATION IS SIGNIFICANTLY  DIFFERENT FROM
                  THE JUDICIAL  PROCESS AND BECAUSE THE PARTIES GIVE UP A NUMBER
                  OF RIGHTS IN  AGREEING TO UTILIZE  ARBITRATION  INSTEAD OF THE
                  JUDICIAL  PROCESS,  EACH  PARTY  SHOULD  SEEK THE ADVICE OF AN
                  INDEPENDENT ATTORNEY INCLUDING BUT NOT LIMITED TO, ADVANTAGES,
                  DISADVANTAGES  AND  DIFFERENCES  BETWEEN  ARBITRATION  AND THE
                  JUDICIAL PROCESS BEFORE SIGNING.

14. Notice.
         (a) Any notice, request,  instruction or other document required by the
terms of this  Agreement  to be  given to any  other  Party  hereto  shall be in
writing and shall be given either:
                  (i) by facsimile  transmission  to the facsimile  number given
below, provided that confirmation of successful receipt thereof by the receiving
Party is recorded  on the  sending  Party's  transmission  confirmation  receipt
simultaneously  with the completion of transmission,  in which case notice shall
be presumptively deemed to have been given at the date and time displayed on the
sending Party's transmission confirmation receipt showing the successful receipt
thereof by the receiving Party;
                  (ii) by a nationally  recognized  overnight courier service in
which the date of delivery is  recorded  by the courier  service,  in which case
notice shall be presumptively deemed to have been given at the time that records
of the courier  service  indicate  the writing was  delivered  to the  receiving
Party; or
                  (iii) by  prepaid  telegram,  in which  case  notice  shall be
presumptively  deemed to have been  given at the time  that the  records  of the
telegraphic agency indicate that the telegram was telephoned or delivered to the
receiving Party, as the case may be; or

<PAGE>

         (b) Notice shall be sent
                  (i)      If to the Client, to:

                           ZVI NACHUM
                           _________________________, President
                           Argo, Inc
                           2 Zipory Street,
                           P. O.  Box 1560
                           Israel
                           Telephone Number: 972 6 6716040
                           Facsimile Telephone Number, 972-6-6723290


                  (ii)     If to the Consultant, to:

                           Bosilio Chen
                           _________________________, President
                           EvoTech
                           Telephone Number: (650)6973861
                           Facsimile Telephone Number (650)8784705

                  (iii) or to such other  address as a Party may have  specified
in writing to the other Parties  using the  procedures  specified  above in this
Section.

_______. Potential Conflicts of Interest.
         The Client acknowledges and agrees that the Consultant  presently does,
and may in the  future,  work for or  consult  for other  persons  with whom the
Client does business,  contracts or competes.  Nothing herein shall be construed
as prohibiting or preventing the Consultant  from  continuing or commencing such
work for such persons,  provided that the  Consultant  takes  adequate  steps to
ensure that  confidential  information of the Client is not divulged or revealed
to such other persons.

15. Force Majeure.
         (a)  Neither  Party  hereto  shall  be  liable  for any  breach  of its
obligation  hereunder  resulting  from  causes  beyond  its  reasonable  control
including  but not  limited to fire,  strikes  (excluding  their own  employees)
insurrection or riots, embargoes, wrecks or delays in transportation,  inability
to obtain  supplies and raw  materials,  or  regulation of any civil or military
authority.
         (b) Each of the Parties  hereto agrees to give notice  forthwith to the
other upon  becoming  aware of an event of Force  Majeure such notice to contain
details of the circumstances giving rise to the Force Majeure.

_______. Relationship of the Parties.
         (a) This Agreement does not constitute  either Party as the legal agent
or  representative  of the  other  and does not  create  any  joint  venture  or
partnership  relationship;  both parties are now acting and will continue to act
as individual parties with respect to this Agreement.
         (b) Neither  Party is granted the right or  responsibility  to make any
representation,  guarantee or warranty, or to create any obligation, contract or
undertaking  on behalf of the other,  except as  specifically  set forth in this
Agreement  or  an  other  Agreement  entered  into  between  the  Parties  or as
subsequently authorized in writing by either Party.

_______. Assignment.
         The Parties are prohibited by this  Agreement from assigning  under any
circumstances,   in  whole  or  in  part,  to  any  person,  partnership,  firm,
corporation  or government  agency or entity,  their rights under this Agreement
without first obtaining written permission from the other Party.

_______. Government Regulation.
         In performing their obligations under this Agreement, the Parties agree
to comply with the  provisions  of  applicable  federal,  state,  local or other
statues, rules, regulations, ordinances and orders. The Parties further agree to
assist  each other to comply  with such  applicable  laws with regard to matters
within the scope of this Agreement.

<PAGE>

_______. Waiver.
         The  failure  of  either  Party  to  enforce  at  any  time  any of the
provisions  of this  Agreement  shall in no way be  construed to be a present or
future  waiver of such  provisions,  nor in any way  affect  the right of either
Party to enforce each and every provision thereafter.

_______. Validity of Provisions.
         If any provision(s) of this Agreement are or become invalid,  are ruled
illegal by any tribunal of competent  jurisdiction  or are deemed  unenforceable
under then current  applicable  law from time to time in effect  during the term
hereof,  it is the intention of the Parties that the remainder of this Agreement
shall not be affected  thereby.  It is further the intention of the Parties that
in lieu of each such invalid,  illegal, or unenforceable provision,  there shall
be  substituted or added as part of this Agreement a provision as was originally
intended by the Parties, but which shall be valid, legal and enforceable.

_______. Integration.
         This Agreement,  and the Exhibits and Schedules hereto,  constitute the
entire Agreement  between the Parties related to its subject matter and can only
be subsequently altered or modified by a written instrument which is executed by
both of the parties.  This  Agreement  cancels and  supersedes any and all prior
agreements,  written or oral, between the Parties relating to the subject matter
of this Agreement.

_______. Headings.
         Headings and captions are provided for  convenient  reference  only and
shall  not  affect  the  meaning  or  interpretation  of any  provision  of this
Agreement.

         IN WITNESS  WHEREOF,  the parties have executed this Agreement by their
duly authorized representatives.





                                            The Client:


                                            ARGO, INC.


                                            By:_________________________________
                                                    _________________, President




                                            The Consultant


                                            EVOTECH


                                            By:_________________________________
                                                    _________________, President



                                            Attest:_____________________________
                                                    _________________, Secretary