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          ScanVec -Amiable Inc. Atidim Industrial Park, P.O. Box 58159,
          Tel-Aviv 61581, Israel, Tel: 972-3-6474477 Fax: 972-3-6490778
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                              EMPLOYMENT AGREEMENT

                Drawn up and signed on the 5th of September, 2000

                     BETWEEN: Scanvec Amiable Inc.
                     Of International Plaza Two, Suite #625
                     Philadelphia, PA 19113
                     (hereinafter: the "Company")
                                                                 of the one part
                     AND: Dr. Ramon Harel
                     (hereinafter: the "Employee")             of the other part


WHEREAS the Employee is employed by the Company as of March 16, 2000 in the
position of President and CEO of the Company; and

WHEREAS the Employee and the Company desire to establish and set out in writing
the terms of employment of the Employee, as provided hereinafter in this
Agreement:

 Therefore, the parties hereby agree as follows:

1.   Preamble

A.   The Preamble and Appendices hereto form an integral part of this Agreement.

B.   The parties hereby declare that there is no impediment of any kind to their
     signing this Agreement.

C.   This Agreement embodies all of the understandings, agreements and
     representations between the parties, and no party shall be heard on the
     contention of any understanding, agreement or representation not mentioned
     in the Agreement.

D.   The clause headings are solely for the sake of convenience and no
     significance shall be attributed to them in the interpretation of the
     Agreement.

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2.   General

A.   The Employee shall be employed by the Company in the position of President
     and CEO.

B.   The Employee declares that he is not bound by any other undertaking or
     contract that prevents him from assuming the undertakings according to this
     Agreement.

C.   During the term of his employment with the Company, the Employee shall not
     be entitled to engage in any other work or occupation, whether for or free
     of consideration, without the prior written approval of the Board of
     Directors of the Company, except as a public director on the board of
     directors of companies.

D.   The Employee shall not accept any benefit from any person or entity in
     connection with his work, and shall not agree to accept any promise of a
     benefit in connection with his work, without the prior written consent of
     the Management of the Company.

E.   The Employee shall abstain from any thing and matter involving a conflict
     of interests between the good of the Company and his own good and/or the
     good of another person and/or the good of another entity.

F.   The Employee undertakes to notify the Company immediately on learning of
     any matter that could give rise to a conflict of interests as stated in
     clause 2(E) above.

G.   The Employee undertakes to fulfill his duties and to work for the Company
     faithfully and devotedly, to the best of his abilities, for the purpose of
     promoting its business and interests, and he undertakes to invest the time
     and effort required for fulfilling the tasks assigned to him, whether he is
     required to do so on the Company's premises or elsewhere.

3.   Pay and Perquisites

A.   The salary of the Employee (gross) shall be a sum of $12,500 (Twelve
     thousand five hundred dollars) per month (hereinafter: the "Monthly
     Salary"), and in all a sum equivalent to $150,000 (One Hundred fifty
     thousand dollars) per annum.

B.   The Employee will be given a housing allowance of $1,500 per month.

4.   Personal Bonuses

     If the Board of Directors of the Company shall grant the Employee a
     personal bonus, it will be in addition to the Salary and to the perquisites
     stated in this Agreement.

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5.   Options

     Subject to the option plan of the company, the Employee will receive
     options for the purchase of 100,000 ordinary shares of the Company. A total
     of 50,000 options will be granted on December 31, 2000 and another 50,000
     options will be granted on December 31, 2001. The exercise price of these
     options will be $1.00 per share and the exercise dates shall be December
     31, 2002 and December 31, 2003 respectively. The Options vest on the date
     of grant provided the Employee is still employed by the Company on such
     date; provided, however, that if the Company terminates Employee's
     employment prior to such date, other than for cause, a number of options
     pro rata to the number of years he has been employed by the Company shall
     vest automatically.

6.   Company Car

     The Company shall place at the Employee's disposal a company car.

7.   Director's Insurance

     The Company shall take out insurance for the Employee providing full
     coverage against claims by any third party in connection with his activity
     in the Company.

8.   Annual Vacation

     The Employee shall be entitled to paid vacation of twenty (20) days a year.

9.   Term of the Agreement

A.   The term of this Agreement is from March 16, 2000 to December 31, 2001.

B.   The parties agree that each party shall have the right to terminate this
     Agreement by giving a prior written notice of at least 60 days. It is
     agreed between the parties that this agreement will be valid during the
     period of the prior notice of the termination of this agreement. The
     Employee will receive his regular salary during this 60 day period. In
     addition, the Company agrees to pay the Employee two months' salary as
     severance pay if the Company terminates the Employee's employment during
     the year 2000. The Company agrees to pay the Employee an additional three
     months' salary as severance pay if the Company terminates the Employee's
     employment in 2001 before December 31, 2001.

C.   The Company shall be entitled to dismiss the Employee without notice,
     denying him severance pay wholly or partly at its sole discretion, in any
     case where by law it is entitled to dismiss the Employee without severance
     pay, and on the occurrence of any of the following circumstances:

     1) The Employee committed an offense involving moral turpitude.

     2) The arbitrator holds that the Employee committed a serious breach of
        discipline.

     3) The Employee willfully damaged property of the Company.

     4) The Employee conveyed to another information regarding the Company or
        its customers.

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10.  Copyrights and/or Patent Right

A.   Any invention and/or discovery and/or idea and/or development and/or work
     being the subject of copyrights (hereinafter: the "Invention"), which the
     Employee reached during the term of his employment with the Company and/or
     as a result of his employment with the Company, shall be deemed the
     property of the Company. The Company shall be entitled to act with the
     Invention as it desires, including registration of the Invention in its
     name.

B.   The Employee undertakes to do whatever is necessary to obtain protection
     for the Invention in the Company's favor, including signing all the
     documents required for the purpose of obtaining such protection.

C.   The Employee undertakes not to disclose any detail whatsoever in connection
     with the Invention and not to make any use of the Invention without the
     Company's explicit consent in writing.

11.  Work Procedures at the Company

A.   The work week is in accordance with the Law.

B.   The Employee shall comply with all of the Company's procedures as in effect
     from time to time.

12.  Nondisclosure and No Competition

A.   The Employee undertakes, during the term of this Agreement and subsequent
     thereto, to keep in absolute confidence any material regarding the Company
     and/or its subsidiaries, their business and activities and any information
     connected with his work or with customers, their plans and activities,
     including his Salary and the conditions of his employment. The Employee
     undertakes not to convey to any entity or person, in any manner whatsoever,
     information of any kind whatsoever having to do with matters related to his
     work and/or duties, or information that came to his knowledge in the course
     of his employment in the Company's service, except in the framework of his
     work and for the Company's benefit. The Employee's commitments under this
     clause are unlimited in time and shall continue in effect also after the
     termination of this Agreement or the expiry of the employer/employee
     relations between the Employee and the Company for any reason whatsoever.

B.   The Employee undertakes not to transfer and/or photocopy and/or duplicate
     and/or reproduce any written material and any property and equipment of the
     Company, except in the course and for the purpose of his work.

     In case of the termination of the Employee's employment with the Company
     for any reason whatsoever, the Employee shall cause any equipment, property
     and document of the Company being in his possession or control, to be
     returned to the Company by the date of termination of his employment.

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C.   Without derogating from any of the foregoing, and solely for the purpose of
     adding thereto, the Employee undertakes during a period of 12 months from
     the date of termination of this Agreement for any reason whatsoever, not to
     apply directly or indirectly to customers of the Company and not to work
     with and/or on behalf of entities directly or indirectly competing with
     customers of the Company - whether by himself or through a company under
     his control, as a partner or as an interested party in a corporation,
     including in the framework of his activity as an employee or consultant or
     subcontractor of an entity competing with the Company's business, or in any
     other manner.

D.   The Employee undertakes to be liable toward the Company for any damage,
     loss or expense of any kind whatsoever, incurred to the Company or to any
     third party as a result of the breach of his undertakings in this
     Agreement.

E.   In any case of a breach by the Employee of any of his undertakings in this
     Agreement, the Company shall have a separate and independent right of claim
     against the Employee in respect of such breach, including the right to be
     awarded temporary reliefs such as injunctions.

13.  Transfer of Duties

     Upon the termination or conclusion of the Employee's employment with the
     Company, the Employee undertakes to transfer his duties to whomever the
     Company shall direct, in an orderly manner and in good time, and to deliver
     to the Company all of the documents and know-how and any other material in
     his possession, whether furnished to him by the Company or prepared,
     produced and/or developed by him in the course of and/or in connection with
     his work, up to the actual termination of his employment with the Company.

14.  Arbitration

A.   Any dispute between the parties in anything connected with or deriving from
     this Agreement, its validity, application and performance, shall be
     referred to the decision of an arbitrator to be agreed upon by the parties,
     and his decision shall be final and binding. The arbitrator shall be
     subject to substantive law, but shall be exempt from the laws of evidence
     and the procedures. The arbitrator shall explain his decision.

B.   In the absence of agreement between the parties as to the identity of the
     arbitrator, he shall be appointed by the President of the Bar in the city
     of Philadelphia.

15.  Appendices

A.   The following Appendices are attached to this Agreement: Appendix A -
     Principles of the Company's Policy on the Subject of Collaboration with
     Outside Entities and Trading in Shares of the Company.

B.   In any case of a contradiction or inconsistency between any of the
     provisions of this Agreement and any of the provisions of its Appendices,
     the provision in the Agreement shall prevail.

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C.   In the event that one or more of the Appendices to the Agreement is revised
     in the course of the performance of the provisions hereunder, where the
     revised version was approved in advance and in writing by each of the
     parties, the revised and approved version of that Appendix shall replace
     the version of the Appendix preceding it in time.

16.  Miscellaneous

A.   This Agreement, including all the Appendices hereto, contains, embodies,
     exhausts and reflects all the conditions agreed upon by the parties,
     relating to the Employee's employment with the Company. No party shall be
     heard on the contention of promises, guarantees, representations or oral
     agreements that are not reflected in this Agreement and its Appendices.

B.   A change in any of the provisions of this Agreement, or the waiver of any
     of the rights established herein or arising herefrom, shall not be valid
     unless made in writing by the parties.

17.  Addresses

     The parties' addresses in this regard are as stated in the Preamble to this
     Agreement. Notices under this Agreement shall be given in a letter
     delivered by hand or by facsimile or by registered post with confirmation
     of delivery.


           In witness whereof the parties have set their hands hereto:


/s/ Benjamin Givli                                           /s/ Ramon Harel
----------------------------------                           -------------------
For the Company                                              For the Employee
Benjamin Givli                                               Dr. Ramon Harel
Chairman of the Board of Directors