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                                   EXHIBIT 10.16

                                EMPLOYMENT AGREEMENT
                                DATED MARCH 1, 2000
                                   BY AND BETWEEN

NOGATECH LTD., a company having an office and place of business in 3 Hagavish
St., Kfar Saba, Israel (the "COMPANY")

                                        AND

DR. ARIE HEIMAN, identity number 045391760 of 45 Yehuda Halevi Street,
Ra'anana, Israel (the "EMPLOYEE")

WHEREAS, the Company desires to employ the Employee as its President and
Chief Executive Officer, and to avail itself of the Employee's talents and
abilities; and

WHEREAS, the Employee desires to be employed by the Company, subject to the
terms and conditions set forth below.

NOW, THEREFORE, the parties hereby agree as follows:

1.     EMPLOYMENT DUTIES

       1.1.   Employee shall perform the responsibilities of President and Chief
              Executive Officer, and any responsibilities incidental thereto.
              Employee shall not become engaged in any other occupation whether
              for compensation or not while employed hereunder, without the
              express written consent of the chairman of the Board of Directors
              of the Company.

       1.2.   Employee's employment with the Company may require travel outside
              Israel, and the Employee agrees to such travel as may be necessary
              in order to fulfill his duties toward the Company.

       1.3.   Employee's position is a "senior managerial position", as defined
              in the Work and Rest Hours Law, 1951, and requires a high level of
              trust.  Accordingly, the provisions of said law shall not apply to
              Employee and Employee agrees that he may be required to work
              beyond the regular working hours of the Company, for no additional
              compensation other than as specified in this Agreement.

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       1.4.   Employee declares that the fulfillment of the undertakings
              pursuant to this Agreement, his employment by the Company and the
              use of information in his possession and of his abilities, does
              not breach, and will not breach, any other agreement or
              undertaking for the preservation of confidentiality and
              non-competition to which he is a party.  Employee agrees and
              undertakes not to perform any act or to omit to perform any act
              which may breach his fiduciary duty to the Company or which may
              place him in a position of conflict of interest with the
              objectives of the Company. In addition, Employee agrees and
              undertakes to inform the Company promptly of any such matter which
              may place him in such a situation of  potential conflict of
              interest.

2.     TERM

       This Employment Agreement commences as of March 1, 2000 and shall
       continue for a period of twelve (12) months (the "Initial Term"),
       unless sooner terminated in accordance with the terms of Section 9.1
       below. Upon the expiration of the Initial Term, this Employment
       Agreement shall automatically renew for successive twelve (12) month
       periods (each twelve month period shall be referred to as an "Extended
       Term"), unless sooner terminated in accordance with the terms of
       Sections 9.1 or 9.2 below.

3.     COMPENSATION

       3.1.   FIXED SALARY.  Employee shall receive a fixed monthly Gross Salary
              of NIS 51,000 (Fifty One Thousand New Israeli Shekels) (the "GROSS
              SALARY"), payable on a monthly basis.

       3.2.   VACATION. Employee shall accrue paid vacation at the rate of
              twenty-five (25) days for each twelve (12) months of employment.
              Employee may not accumulate his vacation days for more than twenty
              four (24) months of employment.

       3.3.   SICK LEAVE. Employee shall accrue sick leave at the same rate
              generally available to the Company's employees according to the
              provisions of the Sick Pay Law - 1976 and subject to Employee
              producing the required medical certificates.

       3.4.   BENEFITS. During the term of Employee's employment, Employee shall
              be entitled to Manager's Insurance (Bituach Menhalim) to be
              registered on his name, in an amount equal to 15.83% of the Gross
              Salary, which shall be paid monthly to said Manager's Insurance
              Plan directly by the Company. The insurance shall be allocated as
              follows: (i) 8.33% in respect of severance compensation, (ii) 5%
              in respect of pension and (iii) up to 2.5% in respect of

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              disability.  An additional 5% of the Gross Salary shall be
              deducted by the Company from the monthly payment of Employee's
              salary as Employee's contribution to said Manager's Insurance.
              Notwithstanding anything in this agreement to the contrary, in the
              event that the employment relationship between Employee and the
              Company is terminated in such circumstances that entitle the
              Company to refrain from paying Employee severance pay pursuant the
              relevant labor laws of the State of Israel, Employee shall
              immediately transfer and return to the Company the title and any
              and all amounts accumulated in the Manager's Insurance on account
              of severance pay.

       3.5.   EDUCATION FUND. The Company shall contribute to a Continuing
              Education Fund (Keren Hishtalmut), to be chosen by the Company for
              the benefit of Employee, in an amount equal to 7.5% of his Gross
              Salary per month, subject to Employee's contribution of an
              additional 2.5% of his Gross Salary per month. All tax obligations
              related to the Education Fund shall be borne by the Employee.

       3.6.   The Company shall provide and pay Employee Recreation Funds (Dmei
              Havra'ah) at the rate required by law and regulations.

4.     EXPENSES

       The Company shall reimburse Employee for his normal and reasonable
       expenses incurred for travel, entertainment and similar items in
       promoting and carrying out the business of the Company in accordance with
       the Company's general policy, in effect from time to time. The Employee
       shall provide the Company with copies of all invoices and receipts, and
       otherwise account to the Company in sufficient detail to allow the
       Company to claim an income tax deduction for such paid item, if item is
       deductible. Reimbursement shall be made on a monthly, or more frequent,
       basis, in accordance with Company's policy.

5.     RESERVE DUTY

       Immediately upon receipt of a notice of reserve duty, Employee shall
       report such notice to the Company's Board of Directors. Upon Employee's
       return from reserve duty, Employee shall deliver to the Company
       appropriate confirmation of reserve duty served from his military unit,
       against which the Company shall pay Employee his regular compensation
       package with respect to the period served.

6.     COVENANT NOT TO COMPETE

       Employee agrees that he is and shall be in a position of special trust
       and confidence and will have access to confidential and proprietary
       information about the Company's

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       business and plans.  Employee agrees that he will not directly or
       indirectly, either as an employee, employer, consultant, agent,
       principal, partner, stockholder, corporate officer, director, or in
       any similar individual or representative capacity, engage or
       participate in any business competitive with the Company's business,
       including projects under consideration by the Company at the time of
       termination, during the term of his employment for a period of
       eighteen (18) months after the termination of his employment,
       regardless of the reason for such termination and regardless of
       whether such termination was initiated by the Employee or by the
       Company.

7.     CONFIDENTIALITY AND TRADE SECRETS

       7.1.   KNOW-HOW AND INTELLECTUAL PROPERTY. It is understood that the
              Company has developed or acquired and will continue to develop or
              acquire certain products, technology, unique or special methods,
              manufacturing and assembly processes and techniques, trade
              secrets, written marketing plans and customer arrangements, and
              other proprietary rights and confidential information which are
              not in the public domain (collectively referred to as the "COMPANY
              PROPERTY"). It is expected that the Employee will gain knowledge
              of and utilize the Company Property during the course and scope of
              his employment with the Company, and will be in a position of
              trust with respect to the Company Property. All inventions and
              developments made by the Employee for the Company in the context
              of his employment with the Company, and all intellectual property
              rights contained therein, are Company Property. Employee agrees
              that all rights he has to any technology, patents, copyrights,
              ideas in whatever form, and any other intellectual property
              rights, which relate to the Company Property are unconditionally
              assigned to and owned, free of any third party rights or
              encumbrances, by the Company, and the Employee agrees to cooperate
              with the Company and to provide to it all details necessary to
              carry out any registration or act, to sign all documents and to
              take all actions to enable the Company to make use of all the
              Company Property, to duly register the same, whether in Israel or
              abroad, should the Company desire to do so, and/or to protect the
              same in any other manner as the Company shall see fit.  The
              Employee's obligation to assist the Company in the acquisition and
              enforcement of intellectual property rights and protections in
              connection with the Company Property shall survive the termination
              of this Agreement and the termination of Employee's employment
              with the Company.

       7.2.   COMPANY PROPERTY. It is hereby stipulated and agreed that the
              Company Property shall remain the Company's sole property.  It is
              further stipulated and agreed by the parties, as a material
              inducement for the Company having entered into this Agreement and
              remaining a party hereto (subject to any early

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              termination hereof by the Company), that Employee shall be
              bound by the Employee Non-Disclosure Agreement appended hereto
              as Appendix A.

       Notwithstanding the foregoing, it is hereby agreed that the patents
       specified in Appendix B hereto were developed by the Employee prior his
       commencement of employment for the Company, and therefore such patents
       shall not be deemed to be Company Property.

       7.3.   EFFECT OF TERMINATION. In the event that Employee's employment is
              terminated, for whatever reason, Employee agrees not to copy, make
              known, disclose or use, any of the Company Property, and the
              Employee shall continue to observe the provisions of the Employee
              Non-Disclosure Agreement, which shall survive such termination.
              Without derogating from the Company's rights under the law of
              torts, Employee further agrees not to endeavor or attempt in any
              way to interfere with or induce a breach of any relationship that
              the Company may have with any employee, customer, contractor,
              supplier, representative, or distributor for a period of eighteen
              (18) months from the date of any termination of Employee's
              employment with the Company for any reason whatsoever. Employee
              agrees, upon termination of employment, to deliver to the Company
              all confidential papers, material documents, records, lists and
              material notes (whether prepared by Employee or others), in any
              media whatsoever, comprising or containing the Company Property,
              without retaining any copies thereof, and any other property of
              the Company.

       7.4.   MATERIAL BREACH. It is hereby agreed that a breach of Sections 6
              or 7 or Appendix A hereto shall be considered as a material
              breach of this Agreement.

8.     CORPORATE OPPORTUNITIES

       In the event that during the Employment Term, any business opportunity
       related to the Company's business shall come to Employee's knowledge,
       Employee shall promptly notify the chairman of the Board of Directors of
       the Company of such opportunity. Employee shall not appropriate for
       himself or for any other person other than the Company, any such
       opportunity, except with the express written consent of the chairman of
       the Board of Directors of the Company, in advance. Employee's duty to
       notify the Company and to refrain from appropriating all such
       opportunities shall neither be limited by, nor shall such duty limit, the
       application of the general law of Israel relating to the fiduciary duties
       of an agent or employee.

9.     TERMINATION OF EMPLOYMENT

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       9.1.   GENERAL.  This Agreement may be terminated by Employee at any
              time, without cause, by giving the Company 30 (thirty) days
              advance written termination notice.

       This Agreement may be terminated by the Company at any time, without
       cause, by giving the Employee a twelve (12) months advance written
       termination notice ("Notice Period").

       In the event that the Company terminates this Agreement without cause,
       Employee shall be deemed to have continuously remained an Employee of the
       Company throughout the Notice Period.  Notwithstanding Section 1.1
       hereinabove, during the Notice Period, Employee shall be entitled to be
       employed by other employers, subject to Sections 6 and 7 above, and
       the terms of Appendix A hereto. In the event that the Company terminates
       this Agreement without cause, the non-competition period (as specified in
       Section 6 above) shall commence upon the delivery to the Employee of
       notice of discharge by the Company.

       9.2.   TERMINATION FOR CAUSE. The Company may immediately terminate
              Employee's employment at any time for Cause. Termination for Cause
              shall be effective from the receipt of written notice thereof to
              Employee. "Cause" means: (i) material violation of any of Sections
              1, 6, 7, 8 of this Agreement; (ii) conviction of any
              felony which involves moral turpitude; or (iii) intentional
              disclosure confidential information relating to the Company or its
              business to a third party, other than in the course of carrying
              out Employee's duties hereunder. The Company's exercise of its
              rights to terminate with Cause shall be without prejudice to any
              other right or remedy it may have.

       9.3.   LOAN.  In the event that the Company terminates this Agreement
              without cause, the Company shall extend the Employee a loan (the
              "Loan") in an amount equal to the aggregate exercise price of the
              vested and unexercised options to purchase shares of Nogatech,
              Inc., then held by the Employee. The Loan shall bear interest and
              shall be linked to the Consumers Price Index then in effect, all
              as shall then be customary with respect to loans from employers to
              employees. The maturity date of the Loan shall be at the end of
              five (5) years following its grant. Employee shall bear all tax
              consequences in connection with the Loan.

       9.4.   During the notice period, Employee shall cooperate with the
              Company in connection with its efforts to substitute a successor
              in place of Employee and smoothly transfer Employee's
              responsibilities to such successor.

10.    MISCELLANEOUS

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       10.1.  ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
              and understanding between the parties with respect to the subject
              matters herein, and supersedes and replaces any prior agreements
              and understandings, whether oral or written between them with
              respect to such matters. For the avoidance of doubt, it is hereby
              clarified that nothing herein shall affect any of the social
              benefits accrued by the Employee prior to the date hereof pursuant
              to the employment agreement dated July, 1993. The provisions of
              this Agreement may be waived, altered, amended or repealed in
              whole or in part only upon the written consent of both parties to
              this Agreement.

       10.2.  NO IMPLIED WAIVERS. The failure of either party at any time to
              require performance by the other party of any provision hereof
              shall not affect in any way the right to require such performance
              at any time thereafter, nor shall the waiver by either party of a
              breach of any provision hereof be taken or held to be a waiver of
              any subsequent breach of the same provision or any other
              provision.

       10.3.  APPLICABLE LAW. This Agreement shall be governed by and construed
              in accordance with the laws of the State of Israel. In the event
              of any controversy or claim arising out of or relating to this
              Agreement, or breach thereof, the parties may apply solely to the
              court having jurisdiction in Tel Aviv - Jaffa, Israel.

       10.4.  NOTICES. All notices, requests, demands, instructions or other
              communications required or permitted to be given under this
              Agreement or related to it shall be in writing and shall be deemed
              to have been duly given upon delivery, if delivered personally, or
              if given by prepaid telegram, or mailed first-class postage
              prepaid, registered or certified mail, return receipt requested,
              shall be deemed to have been given two (2) days after such
              delivery, if addressed to the other party at the addresses as set
              forth on the signature page below. Either party hereto may change
              the address to which such communications are to be directed by
              giving written notice to the other party hereto of such change in
              the manner above provided.

       10.5.  NO CONFLICTING AGREEMENTS. Employee declares that he is not bound
              by any agreement, understanding or arrangement according to which
              the execution of and compliance with this Agreement may constitute
              a breach or default.


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

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                                           /s/ A. Heiman
------------------------------------     ------------------------------------
NOGATECH LTD.                                      DR. ARIE HEIMAN


BY: /s/ Nathon Hod
   ---------------------------------

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                                   Appendix B

1.   Channel error recovery.

2.   video cassette directory.