<PAGE>

                              EMPLOYMENT AGREEMENT
                              --------------------

         AGREEMENT made as of the 28th day of September,1998, by and between
PICK COMMUNICATIONS CORP. (hereinafter referred to as "PICK" or "Employer"), a
corporation having its principal office at 155 Route 46 West, Wayne, New Jersey
07470, and DIEGO LEIVA (hereinafter "Employee"), an Individual residing in
Wayne, New Jersey.

WITNESSETH: WHEREAS, Employee is currently employed by PICK as the President and
Chief Executive Officer; and

         WHEREAS, Employee is a founder of PICK and has been, and continues to
be, a driving force behind the continued success of PICK; and

         WHEREAS, PICK is desirous of continuing to employ Employee in such
capacity, all upon the terms and subject to the conditions hereinafter provided.

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

         1. EMPLOYMENT: PICK agrees to employ Employee, and Employee agrees to
be employed by PICK, upon the terms and subject to the conditions of this 
Agreement.

         2. TERM: The term of employment of Employee by PICK under this
Agreement will commence January 1, 1999 (the "Commencement Date") and end on the
fifth anniversary of the Commencement Date; provided, however, that on the fifth
anniversary of the Commencement Date and each anniversary thereafter, this
Agreement shall automatically be extended for an additional period of one year,
unless either party gives at least ninety (90) days written hereinafter
provided;

         3. DUTIES: BEST EFFORTS: Employee shall serve PICK as PICK's Chief
Executive Officer and President, and as Chief Executive Officer, a Director
and/or such other senior management level position(s) of wholly-owned
subsidiaries of PICK as the Board of Directors of PICK (the "Board") may from
time to time and in its reasonable discretion appoint Employee. Employee shall
perform and discharge well and faithfully the duties of Chief Executive Officer
and President of PICK and such duties in wholly-owned subsidiaries of PICK as
ordinarily are required in the positions thereof in which Employee is serving.
During the term of this Agreement, Employee shall devote all of his beat efforts
to advance the best interests of PICK and shall not engage in any other full-
time business activity or in any other business activity (other than as a
passive Investor in any industry, including without limitation, the
telecommunications Industry), whether or not such business activity is pursued
for gain, profit or other pecuniary advantage, unless such business activity is
consented to in advance by PICK's Board. In addition, if elected to do so by
PICK's Board of Directors, Employee shall serve as a Director and Chairman of
the Board of PICK.


<PAGE>



         4. COMPENSATION AND BENEFITS:

                  a. PICK shall pay to Employee a base salary (the "Base
Salary"), payable in accordance with PICK's ordinary payroll practices as in
effect from time to time during this Agreement, as follows:

                           i.  During the first year following the Commencement
                           Date: $300,000 per annum;

                           ii. During the second year following the
                           Commencement Date: $350,00 per annum;

                           iii. During the third year following the Commencement
                           Date: $400,000 per annum;

                           iv. During the fourth year following the Commencement
                           Date: $450,000 per annum;

                           v. During the fifth year following the Commencement
                           Date: $500,000 per annum;

                           vi. Should the term of this Agreement be amended
                           automatically thereafter, the Base Salary in each
                           succeeding year shall increase by $75,000 per annum
                           (e.g., in the sixth year, Base Salary by $575,000; in
                           the seventh year, Base Salary - $ 650,000).

Employee's Base Salary will not include any bonus paid to Employee in the
Board's sole discretion from time to time. Notwithstanding the foregoing,
Employee shall continue to receive his current Base Salary until such time as
PICK's ten (10%) percent Senior Notes are repaid and the foregoing increase in
Base Salary shall not go into effect until such Notes are repaid.

                  b. Motor Vehicle Allowance. During the term of this Agreement,
it is anticipated that Employee shall be required to maintain offices and motor
vehicles in two geographic locations, New Jersey and Florida. Therefore,
Employee shall receive a monthly car allowance in the amount of $1,600 per month
($800 per vehicle), which amount includes the payment of automobile insurance.

                  c. Living Expense Allowance. If Employee is required by PICK'S
business to maintain offices in more than one geographic location (e.g., New
Jersey and Florida), PICK will reimburse Employee for all reasonable living
expenses (including hotel, apartment or house rental, utilities and related
expenses) for the location which is not Employee's principal place of residence.


                                        2

<PAGE>


                  d. Participation in Benefit Plans. Employee will be placed on
PICK's then existing policy of health insurance. PICK will pay the entire cost
of Employee's premium if Employee wishes to add any other dependent family
member, PICK will pay the premium for each additional dependent family member.
PICK reserves the right at its sole and absolute discretion, to change coverages
or providers at any time. Employee will be entitled to participate in any other
benefit plan PICK may offer its executives and key employees from time to time,
including, but not limited to, pension plan, profit sharing plan, and disability
plan.

                  e. Out-of-Pocket Expenses. PICK shall promptly pay for all
reasonable expenses incurred by Employee in the performance of his duties
hereunder, including, without limitation, those incurred in connection with
business related travel or entertainment, or, if such expenses are paid directly
by Employee, shall promptly reimburse Employee for such expenses, provided that
Employee properly account therefor in accordance with PICK's policy. Such
expenses shall include, but are not limited to, maintenance, repair, fuel and
other costs of operation of the motor vehicles which are the subject of the
Motor Vehicle Allowance set forth above.

                  f. Vacation. Employee shall be entitled to such paid vacation
days in each calendar year as determined by PICK from time to time, but not less
than thirty (30) days in any calendar year, prorated in any calendar year during
which Employee is employed hereunder for less than an entire year in accordance
with the number of days in such year during which he is so employed. Employee
shall also be entitled to all paid holidays given by PICK to its executives and
key management employees. Such vacation and holiday allowance shall otherwise be
subject to the policies and practices of PICK.

                  g. Stock Options. Employee shall be granted stock options
pursuant to the 1996 Stock Option Plan (the "Plan") of PICK Communications Corp.
and/or outside of the Plan, all pursuant to separate option agreements. The
parties acknowledge that PICK may, in its discretion, grant additional stock
options to Employee in the future. Any such transactions shall be governed by
one or more separate agreements based on PICK's policies and practices at said
time. Nothing contained in this Agreement shall in any way affect the stock
options Employee has already received from PICK and any previous provisions
relating to said stock options shall remain in full force and effect.

         5. TERMINATION:

                  a. Termination for Cause. PICK shall have the right to
terminate Employee's employment at any time for Cause. For purposes of this
Agreement, "for Cause" or "Cause" shall mean any one or more of the following:

                           i. A good faith determination by PICK's Board of
                           Directors, that Employee has committed a substantial
                           and material breach of any covenant, term or
                           condition contained in this Agreement; provided,

                                        3

<PAGE>



                           however, that the Board of PICK shall give Employee
                           not less than ten (10) days written notice of such
                           breach, and that Employee shall have the opportunity
                           to cure same (if said breach is susceptible of cure)
                           within three business days after the giving of such
                           notice;

                           ii.  Conviction of Employee of a felony or a crime 
                           involving moral turpitude;

                           iii. Commission by Employee of any act that exposes
                           PICK or any officer of PICK to any felonious criminal
                           liability for such act of Employee; and

                           iv. A good faith determination by PICK's Board of
                           Directors that Employee has been grossly negligent or
                           has engaged in intentional misconduct in the
                           performance of Employee's duties, and that Employee's
                           gross negligence or intentional misconduct has
                           resulted in a substantial business detriment to PICK;
                           provided, however, that the Board of PICK shall give
                           Employee not less than ten (10) days written notice
                           of its intent to terminate Employee for Cause, and
                           that Employee shall have the opportunity to cure same
                           (if said breach is susceptible of cure) within three
                           business days after the giving of such notice.

                  b. Termination on Disability of Employee. If, at any time, any
disability or incapacity of Employee to perform his duties properly should
continue for a consecutive period of one hundred eighty (180) days, PICK, at its
sole and exclusive option, may terminate this Agreement whereupon PICK shall be
released from all further obligations under this Agreement, except for PICK's
obligations under Section 6(C) of this Agreement. PICK's Board shall not
determine that Employee is so disabled or incapacitated unless Employee has
first been examined by an independent Board-certified physician specializing in
the pertinent medical field, and said physician advises the Board in writing
that Employee is so incapacitated or disabled that he cannot perform his duties
under this Agreement with any necessary reasonable accommodation.

                  c.  Other Events Causing Termination.  In addition to the 
previous stated causes for termination, the employment of the Employee shall 
terminate on the occurrence of any one or more of the following events:

                           i.  The death of Employee;

                           ii. The Board of PICK determines to terminate this
                           Agreement without Cause (as defined above); and


                                        4

<PAGE>



                           iii. The termination of this Agreement by reason of
                           its expiration and non-renewal.

         6. COMPENSATION UPON TERMINATION:

                  a. For Cause. In the event Employee is terminated for Cause,
PICK shall pay Employee his Base Salary and continue his then existing benefits
through the date of termination and a period of three months thereafter and
Employee's entitlement to any other compensation or benefits shall be in
accordance with PICK's plans, policies and practices as in effect from time to
time.

                  b. Employee's Death. In the event of the termination of
Employee's employment due to Employee's death, PICK shall: (1) pay to Employee's
estate his Base Salary plus accrued benefits through the date of his death and
for a period of three (3) years thereafter, and (2) for the period of three (3)
years following his death provide continuation coverage to the members of
Employee's family under all Benefits Plans then in effect as set forth in
Section 4(D) of this Agreement and/or such other major medical and other health,
accident, life or other disability plans and programs PICK provided to Employee,
in which such family members participated immediately prior to his death. It is
agreed that PICK must maintain life insurance insuring Employee's life in a
minimum amount of $1 million, and that the proceeds of said life insurance shall
be devoted to PICK's obligations to Employee's estate under this paragraph of
the Agreement.

                  c. Employee's Disability. In the event of the termination of
Employee's employment due to Employee's disability or incapacity as set forth in
Section 5(B) of this Agreement, PICK shall pay to Employee his Base Salary
through the date of his termination. In addition, for a period of three (3)
years following the date of termination, PICK shall: (1) continue to pay
Employee the Base Salary in effect at the time of such termination less the
amount, if any, then payable to Employee under any disability benefits insurance
or plan purchased or paid for by PICK, and (2) provide Employee (and dependent
members of Employee's family receiving coverage as of the date of termination of
employment) continuation coverage under all Benefits Plans then in effect as set
forth in Section 4(B) of this Agreement and/or such other major medical and
other health, accident, life or other disability plans and programs PICK
provided to Employee, to the extent that such benefits, or comparable benefits,
continue to be made available to active employees of PICK. It is understood that
PICK intends to purchase and maintain disability insurance on Employee, and that
the proceeds of said disability insurance shall be devoted to PICK's obligations
to Employee under this paragraph of the Agreement.

                  d. For Any Reason Other than Cause, Death or Disability. In
the event Employee is terminated for any reason other than Cause, death or
disability, for the remaining term under this Agreement or for a period of three
(3) years following any such termination, whichever period is longer, PICK
shall: (1) continue to pay Employee the Base Salary in effect

                                        5

<PAGE>


at the time of such termination, and (2) provide Employee (and dependent members
of Employee's family receiving coverage as of the date of termination of
employment) continuation coverage under all Benefits Plans then in effect as set
forth in Section 4(B) of this Agreement and/or such other major medical and
other health, accident, life or other disability plans and programs PICK
provided to Employee, to the extent that such benefits, or comparable benefits,
continue to be made available to active employees of PICK. The continuation of
Base Salary provided for in clause (1) of the preceding sentence shall not be
reduced by any compensation or other income that Employee may earn from
subsequent employment or otherwise.

                  e. Continuation of Benefits. The continuation coverage under
any benefits set forth under this Agreement and/or such other major medical and
other health, accident, life or other disability plans and programs PICK
provided to Employee (and for dependent members of Employee's family), for the
periods provided in Sections 6(B), 6(C) and 6(D) shall be provided: (1) at the
expense of PICK and (2) in satisfaction of PICK's obligation of any federal or
state law with respect to the period of time such benefits are continued
hereunder. Notwithstanding anything to the contrary contained herein, PICK's
obligation to provide such continuation coverage shall cease immediately upon
the date any covered individual becomes eligible for similar benefits under the
plans or policies of another employer.

                  f. Other Employment. Nothing contained herein shall prevent
Employee from obtaining other employment in the event he is terminated by PICK,
except as set forth in Section 8. provided Employee does not breach the
covenants contained in this Agreement. In the event Employee does obtain other
employment he shall still be entitled to any unpaid portion of his Base Salary
for the periods set forth in Section 6.

         7. CONFIDENTIAL INFORMATION AND TRANSFER OF PATENT RIGHTS:

                  a. During the course of his employment by PICK, Employee has,
may have or will become aware of certain confidential business information of
PICK and/or its wholly-owned subsidiaries (hereinafter, for the purposes of this
Section 7 of the Agreement, PICK and its wholly-owned subsidiaries are referred
to as the "Company"). As used in this Agreement, the term "confidential business
information" means: (1) various patents, inventions and trade secrets
(including, but not limited to, formulas, designs, devices, patterns, secret
inventions, assembly devices and techniques, patents and their applications,
processes and complications of information, records and specifications that are
owned, developed and/or regularly used by the Company (including software
licensed to the Company) in the operation of its business; (2) the Company's
accounts, customer and supplier lists and locations, commission structure and
financial data as may exist from time to time, which are acknowledged to be
confidential, unique, valuable and special assets of the Company; and, (3)
proprietary information relating to the business or financial condition of the
Company.

                  b. Employee agrees that during his employment by the Company
and thereafter, he will not disclose to anyone, directly or indirectly, any
confidential business

                                        6

<PAGE>


information of the Company (including software licensed to the Company), or use
any such confidential business information of the Company, other then in the
course of Employee's employment by PICK. All files, equipment, records,
documents, drawings, specifications, equipment, computer programs and date
relating to the business of the Company, whether prepared by Employee or
otherwise coming into Employee's possession in the course of his employment, are
and shall remain the exclusive property of the Company. Employee further agrees
that, upon the cessation of his employment by the Company for any reason
whatsoever, Employee will not take with him or retain, without prior written
authorization of the Company, any documents, data, lists, books, files, devices,
or other documents or copies of such items or information of any kind belonging
to or licensed to the Company and that constitute confidential business
information of the Company.

                  c. All ideas, inventions, improvements, technical information,
designs, drawings, trademarks, trade names, service marks and suggestions,
whether patented or patentable or unpatentable (collectively, the "Inventions
and Marks") in the Company's products, manufacturing or assembly techniques,
conceived by Employee, alone or with others, during the term of Employee's
employment by the Company, that are within the scope of the Company's business
operations or that relate to any Company work or projects, are the exclusive
property of the Company. Employee shall, without any additional compensation
therefor, disclose to Company within seven (7) business days any and all
Inventions and Marks, which Employee may conceive, develop or acquire during the
term of this Agreement or at any time thereafter, together with all patent
applications, letters patents, trademark, trade name and service mark
applications or registrations, copyrights and reissues thereof (collectively,
the "Registrations") that may at any time be granted for or upon any such
Inventions and Marks, and which relate to the products manufactured by Employee
for Company. Employee will execute all documents necessary to vest full title to
such Inventions and Marks and Registrations in Company. Additionally, if Company
intends to file foreign or domestic patent, trademark and/or copyright
applications for such Inventions and Marks, Employee will procure the execution
of all oaths, declarations, and other documents necessary to enable Company to
file such patent, trademark or copyright applications and to vest full title
therein to Company.

         8. POST-EMPLOYMENT PROHIBITIONS:

                  a. Anti-Employee Raiding Provision. Any attempt on the part of
Employee to induce others to leave PICK's employ after the cessation of
Employee's employment by PICK, or any effort by Employee to interfere with
PICK's relationship with other employees, would be harmful and damaging to PICK.
Employee expressly agrees that during the term of his employment by PICK and for
a period of eighteen (18) months thereafter, he will not in any way, directly or
indirectly: (1) induce or attempt to induce any employee to quit employment with
PICK; (2) interfere with or disrupt PICK's relationship with other employees; or
(3) solicit, entice, take away or employ any person employed with PICK.


                                        7

<PAGE>


                  b. Post-Employment Restriction. During the period of time
following the cessation of employment during which PICK is liable to pay
Employee continued Base Salary under Section 6 of this Agreement or for a period
of one (1) year following the cessation of employment, whichever is longer,
absent the prior approval of PICK's Board, Employee shall not directly or
indirectly, within the United States of America enter into or engage generally
in direct competition with the Company in the areas of business of the
telecommunications industry in which PICK and/or its wholly-owned subsidiaries
are then engaged, either as an individual on his own or as a partner or joint
venturer, or as an employee or agent for any person, entity or corporation, or
as an officer, director, or shareholder or otherwise; provided, however, that
nothing contained in this Section 8(B) shall be deemed to prohibit the Employee
from acquiring or holding, solely for investment, publicly traded securities of
any corporation some of the activities of which are competitive with the
business of PICK so long as such securities do not, in the aggregate, constitute
five (5%) percent or more of the outstanding voting securities of such
corporation. This covenant on the part of Employee shall be construed as an
agreement independent of any other provision of this Agreement and shall survive
the expiration of this Agreement, its termination or non-renewal. The existence
of any claim or cause of action of Employee against PICK, whether predicated on
this Agreement or otherwise, shall not constitute a defense to the enforcement
by PICK of the provisions of this subparagraph of this Agreement.

         9. LEGAL DAMAGES FOR BREACH OF AGREEMENT INADEQUATE: Notwithstanding
anything to the contrary contained in this Agreement, PICK and Employee agree
that in the event of any breach of the provisions of Sections 7 or 8 of this
Agreement, the remedies at law for such breach would be inadequate. The parties
agree that in addition to any other remedies provided by this Agreement or
available at low, in equity, or by statute, the non-breaching party may apply
to any court of competent jurisdiction and be entitled to an injunction by such
court to prevent a breach or further breach of Sections 7 or 8 of this Agreement
on the part of the breaching party, and the provisions of Section 14 of this
Agreement shall apply to any such action.

         10. INDEMNIFICATION: Subject to the provisions of PICK's Certificate of
Incorporation and Bylaws, each as amended from time to time, PICK shall
indemnify Employee to the fullest extent permitted by law for all amounts
(including without limitation, judgments, fines, settlement payments, expenses
and reasonable attorneys' fees) incurred or paid by Employee in connection with
any action, suit, investigation or proceeding arising out of or relating to the
performance by Employee of services for, or the acting by Employee as an officer
or employee of PICK, or any other person or enterprise at PICK's request;
provided, however, that PICK shall not be required to indemnify Employee against
any liability resulting from conduct which is willful, intentional or grossly
negligent, PICK shall use its best efforts to obtain and maintain in full force
and effect during the Agreement directors' and officers' liability insurance
policies providing full and adequate protection to Employee for his capacities,
provided the Board of Directors shall have no obligation to purchase such
insurance if, in its opinion, coverage is available only on unreasonable terms.


                                        8

<PAGE>


         11. RELEASE: Employee irrevocably and unconditionally releases and
forever discharges, gives up and waives any and all claims and rights he had,
has or may have against PICK existing at any time up to and including the date
of this Agreement. Employee is not waiving any rights arising after the date of
this Agreement. This release shall also apply to any of PICK and each of its
wholly-owned subsidiaries and its and their directors, officers, agents,
employees and representatives and against all who succeed to each of their
rights and responsibilities. This shall at least include successors, heirs,
executors of its and their estates, directors, officers, employees, agents and
representatives. For the remainder of this Section 11 of the Agreement, "PICK"
shall include all of the individuals and entities mentioned above.

         This release applies to any and all claims or rights of which Employee
is not aware up to the date of Employee's execution of this Agreement and to any
and all claims not specifically mentioned in this release. Specifically,
Employee releases PICK from all actions, suits, charges, claims, debts,
contracts, charges, complaints, liabilities, obligations, promises, agreements,
controversies, claims for relief, damages, costs and attorneys' fees, up to the
date of Employee's execution of this Agreement, which Employee had, has or which
he or his heirs, executors and administrators may have as a result of his
employment with PICK for the purposes of this release, "employment" shall
include, but not be limited to, back pay, front pay, other wages or compensation
and any alleged violation of any federal, state, or local statutes, ordinances,
constitutions, regulations, or common laws. THE FOREGOING SPECIFICALLY INCLUDES
ANY CLAIMS OR ACTIONS UNDER THE UNITED STATES AND NEW JERSEY CONSTITUTIONS,
TITLE VII OF THE CIVIL RIGHTS ACT OF 1964 142 U.S.C. Sections 2000e et seq.), 42
U.S.C. SECTION 1981, THE AMERICANS WITH DISABILITIES ACT, (42 U.S.C. Section
12101, et seq.), THE NEW JERSEY CONSCIENTIOUS EMPLOYEE PROTECTION ACT (N.J.S.A.
34:19-1 et seq.), THE NEW JERSEY LAW AGAINST DISCRIMINATION (N.J.S.A. 10:5-1 et
seq.), THE AGE DISCRIMINATION IN EMPLOYMENT ACT (29 U.S.C. Sections 621 et
seq.), AND ALL REGULATIONS PROMULGATED UNDER ANY OF THESE LAWS. ALSO INCLUDED
ARE ANY CLAIMS OR ACTIONS FOR BREACH OF CONTRACT, WRONGFUL DISCHARGE,
CONSTRUCTIVE DISCHARGE, INFLICTION OF EMOTIONAL DISTRESS, TORTIOUS INTERFERENCE
WITH ECONOMIC ADVANTAGE, ANY FEDERAL OR STATE EXECUTIVE ORDER AND ANY EXPRESS OR
IMPLIED EMPLOYMENT CONTRACT BETWEEN EMPLOYEE AND PICK.

         12. ARBITRATION

                  a. Avoidance of Litigation. The parties desire to avoid
litigation concerning all disputes or controversies arising under their
employment relationship and this Agreement and the costs, time, and
inconvenience incident to such litigation.

                  b. Submission to Arbitration. All claims, demands, disputes,
differences, controversies, and misunderstandings arising under, out of, in
connection with, or in relation to, this Agreement and the parties' employment
relationship, except for the covenants contained in

                                        9

<PAGE>



Sections 7 and 8 above, shall be submitted to, and shall be determined by,
binding arbitration in accordance with the provisions of the New Jersey
Arbitration Act, which proceeding shall otherwise be governed by the Arbitration
Rules pertaining to employment of the American Arbitration Association then in
effect, and judgment may be entered on the award of the arbitrator in any court
having jurisdiction. The provisions of this paragraph shall specifically include
claims made under the United States and New Jersey Constitutions, Title VII of
the Civil Rights Act of 1964 (42 U.S.C. Sections 2000e et seq.), 42 U.S.C.
Section 1981, the Americans with Disabilities Act (42 U.S.C. Section 12101, et
seq.), the New Jersey Conscientious Employee Protection Act (N.J.S.A. 34:19-1 et
seq.), the New Jersey Law Against Discrimination (N.J.S.A. 10:5-1 et seq.), the
Age Discrimination in Employment Act (29 U.S.C. Sections 621 et seq.), and all
regulations promulgated under any of these laws.

                  c. Exclusive Remedy. With respect to any dispute or
controversy that is made subject to arbitration under the terms of this
Agreement, no suit at law or in equity based on such dispute or controversy
shall be instituted by either party, except to enforce the award of the
arbitrators.

         13. SUCCESSORS: BINDING AGREEMENT. In the event of a future disposition
by PICK whether direct or indirect, by sale of assets or stock, merger,
consolidation or otherwise) of all or substantially all of its business and/or
assets, PICK will require any successor, by agreement in form and substance
satisfactory to Employee, to expressly assume and agree to perform this
Agreement in the same manner and to the same extent that PICK would be required
to perform if no such disposition had taken place.

         This Agreement and all rights of Employee hereunder shall inure to the
benefit of, and be enforceable by, Employee's personal or legal representatives,
executors, administrators, successors, heirs, distributees, devisees and
legatees. Unless otherwise provided herein, any amounts payable hereunder after
Employee's death shall be paid in accordance with the terms of this Agreement to
Employee's estate.

         14. GENERAL PROVISIONS:

                  a. Notices. All notices to be given under this Agreement shall
be in writing and shall be given by either party to the other either by personal
delivery or by mail, registered or certified, postage prepaid with return
receipt requested. Mailed notices shall be addressed to the parties at the
addresses appearing in the introductory paragraph of this Agreement, but each
party may adopt a new address by written notice in accordance with this
paragraph. Employee shall mail by first class mail a duplicate copy of any
notice sent to PICK to PICK's counsel, Steven Gerber, Esq., Gerber & Samson, 155
Willowbrook Boulevard, Wayne, NJ 07470. Notices delivered personally shall be
deemed communicated as of actual receipt; mailed notices shall be deemed
communicated as of three (3) days after mailing.


                                       10

<PAGE>



                  b. Entire Agreement. This Agreement supersedes any and all
other agreements, either oral or in writing, between the parties with respect to
the employment of Employee by PICK, and this Agreement contains all of the
covenants and agreements between the parties with respect to the employment.

                  c. Waive. Failure on PICK's part to exercise any rights or
privileges granted to it or to insist upon the full performance of all
obligations assumed by Employee, shall not be construed as waiving any such
rights, privileges, obligations, or duties, or as creating any custom contrary
the requirements of this Agreement.

                  d. Law Governing Agreement. This Agreement shall be construed,
and governed in accordance with the laws of the State of New Jersey applicable
to contracts entered into and wholly performed in New Jersey, and shall be
enforced in any location Employee may be residing. In addition, by executing
this Agreement, PICK and Employee both submit to the personal jurisdiction of
the Courts of the State of New Jersey and of the United States District Court
for the District of New Jersey, and venue in said courts, for purposes of any
action arising under this Agreement, except as otherwise provided herein.

                  e. Construction. The language in this Agreement will be
construed neutrally without any regard as to the party who drafted the
Agreement. Each party acknowledges that they were provided ample time to review
this Agreement with an attorney of their choice before executing this Agreement.

                  f. Attorney's Fees and Costs. If any action at law or in
equity is necessary to enforce or interpret the terms of this Agreement, the
prevailing party in such an action shall be entitled to reasonable attorney's
fees, costs, and necessary disbursements from the other party, in addition to
any other relief that may he proper.

                  g. Savings Clause. If any provision of this Agreement is held
by a court of competent jurisdiction to be legally invalid or unenforceable for
any reason, the remaining provisions shall not be impaired or affected in any
way, and shall remain in full effect as if this Agreement had been executed
without the invalid provision.



                                       11

<PAGE>


         In witness whereof, the parties have executed this Agreement on the 
dates set forth below,

                                       PICK COMMUNICATIONS CORP.




                                              
                                       By: 
                                              ----------------------------------
                                       Name:  Niles D. Ring
                                       Title: Corporate Vice President, Human
                                              Resources & Corporate Organization

Dated:

Witnessed by:



------------------------



                                       ------------------------------------
                                       DIEGO LEIVA, Employee

Dated:

Witnessed by:



------------------------




                                       12