SPECIAL PERSONAL CONTRACT OF EMPLOYMENT MEDIS EL LTD.
                                    Employee

        Entered into and signed on the 23rd of March, in the year of 1999

Between:        Medis El Ltd., Kiryat Mada 5, Jerusalem
                            (hereinafter - "the Company") of the first part
                                                         ------------------

And

Mr. Israel Fisher, I.D. 42945261, of 6, Chad Ness Street, Ramat-Gan
                           (hereinafter - "the Employee") of the second part
                                                          ------------------
Whereas the Employee declares that he has professional knowledge and his
    expertise is in the field of financial management;

And whereas the Company is desirous of employing the Employee in the field of
    his expertise under a special personal contract of employment;

And whereas the Employee is desirous of being employed by the Company on the
    basis of a personal contract of employment;

Now,  therefore,  it has been  stipulated  and  agreed  between  the  parties as
follows:

1.     PREAMBLE
       --------

       The Preamble to this Contract forms an integral part thereof.

2.     Period of the Contract

       The Contract commences on 1.2.94 and terminates on 23.3.99, and it may be
       extended by prior notice as provided in clause 9 below.

3.     A SPECIAL CONTRACT
       ------------------

3.1    This special personal Contract of Employment is a comprehensive  contract
       regulating  the  relations  between  the  Company  and the  Employee  and
       exclusively  provides all the terms of  employment of the Employee by the
       Company.

3.2    The  engagement  between the Company and the  Employee is for a specified
       period as provided in clause 2 above,  subject to clause 9 below,  and it
       does not confer upon the Employee  any status of a permanent  employee in
       the Company.

<PAGE>
4.     PERSONAL CONFIDENCE
       -------------------

4.1    The  Employee  undertakes  to work  during  the  period  of the  Contract
       devotedly  and  faithfully,  and  apply  all his  skills,  knowledge  and
       experience  to the benefit of the Company and carry out any duty  imposed
       on him by the Company.

4.2    The Employee  undertakes to follow the  instructions of his superiors and
       comply with all the Company's  directives and procedure,  both in writing
       and oral, including those relating to work, safety and hygiene procedure,
       work hours, presence, discipline instructions and rules.
       The said instructions and procedures set out above,  shall be deemed as a
       part of this Contract and shall be binding upon the parties.

4.3    During the period of his employment with the Company,  the Employee shall
       not be entitled to engage in any additional work, with or without pay, of
       any kind  whatsoever,  unless he receives  the  Company's  prior  express
       approval in writing.

4.4    The Employee  undertakes to notify the Company  forthwith and without any
       delay,  of any  matter or  subject  in respect of which he has a personal
       interest  and/or which is liable to create a conflict of  interests  with
       his position in the Company.

5.     SCOPE OF WORK
       -------------

5.1    The Employee undertakes to execute any duty imposed on him within the
       scope of his expertise.

5.2    The Employee  undertakes  to work such work hours as required by his
       duty,  including  overtime  pursuant to the approval of the Company's
       management.

5.3    The weekly hours are:  42.5 hours,  on Sundays to Thursdays  between the
       hours 07.30 - 16.30, including an half hour's mid-day break.

6.     WAGES
       -----

6.1    The  Employee's  wages and the fringe  benefits  shall be as  provided in
       Annex "A" attached to this  Contract.  At the end of each year,  the wage
       terms will be considered with the Employee.

6.2    The cost of living increase will be paid as normally paid in the Economy.

6.3    If the rate of increase of the Consumer's Price Index exceeds the rate of
       15% a year, the Employee will be compensated  for the difference  between
       the rate of  increase  of the  index  and the rate of the cost of  living
       received by the  Employee.  Such checking will be made at the end of each
       year.

<PAGE>
7.     CONFIDENTIALITY AND SECURITY
       ----------------------------

7.1    The Employee undertakes to keep confidential and not to transfer or bring
       to the  knowledge  of any person,  any  information  reaching  him in the
       course of or in  connection  with his employ with the Company,  which may
       affect the Company's business.  The Employee hereby declares and confirms
       that he is aware that failure to comply with his  obligations  under this
       clause  constitutes  an offense,  unless he received  written  permission
       therefor from the Company's management.

7.2    The Employee undertakes to comply with all the security instructions and
       procedures prevalent in the Company.

7.3    In  addition  to the  provisions  in  this  clause  above,  the  Employee
       undertakes  during the period of the  Contract,  not to  disclose  and/or
       transfer  to  any  person  and/or  body  outside  of  the  Company,   any
       information  reaching  him  within  the  scope  of  his  work  and/or  in
       connection  with the Company,  which is not public  domain.  The Employee
       undertakes to keep  confidentiality in respect of all matters relating to
       the Company and its affairs.

8.     RIGHTS IN INVENTIONS AND PATENTS
       --------------------------------

       Any  invention or idea or patent  discovered  by the Employee  during the
       period of his employ with the Company and within its framework,  shall be
       deemed to be the  property  of the Company  and belong  thereto,  and the
       Company  shall be  entitled  to treat same as it may desire and  register
       such invention or patent or idea in its name.

9.     TERMINATION OF CONTRACT
       -----------------------

9.1    Notwithstanding the provisions in clause 2 above, each one of the parties
       may terminate  this Contract at any time by delivery of written notice to
       the other party,  60 days in advance.  The termination of the Contract as
       provided above, shall not be deemed as a breach of Contract and shall not
       constitute a cause of action for  compensation,  except for an action for
       severance pay pursuant to the Severance  Pay Law,  5723-1963,  insofar as
       the Employee is entitled thereto in the  circumstances of the termination
       of his employment.

       9.1.1    The Employee  shall be entitled to  severance  pay in respect of
                his work with "Medis El", if he has been dismissed from his work
                or if he has resigned  pursuant to clause 9.1 above,  except for
                dismissal in the  circumstances as provided in clause 9.3 below.
                This clause shall apply after working at least one year in Medis
                El.

       9.1.2    Further to clause 9.1.1 above, the Employee shall be entitled to
                payment  of  6  monthly  wages  as  payment  in  respect  of  an
                adjustment  period,  including  all the  fringe  benefits.  This
                clause  shall apply also in the case of change of  ownership  of
                the Medis El Company and the dismissal by the new owners.
<PAGE>

9.2    If  the  Employee  has  sustained  permanent  disability  or a  prolonged
       illness,  as a result of which he is deprived of his capacity to continue
       the execution of his duty,  and his  entitlement  has ended to sick leave
       under the law and as  prevalent  in the  Company in respect of  employees
       under special contracts,  the Company shall be entitled to terminate this
       Contract by prior notice as provided in clause 9.1 above.

9.3    In addition to the provisions in sub-clause 9.1 above,  the Company shall
       be entitled to terminate this Contract and terminate the Employee's  work
       forthwith without any prior notice, in the following events:

       9.3.1    The  Employee  has  violated  any  one of the  clauses  of  this
                Contract  and/or  any  instruction   and/or   procedure  of  the
                instructions  and/or  procedures  of the  Company  and  has  not
                repaired the violation  within 15 days from the date on which he
                received written notice to do so.

       9.3.2    The Employee committed a breach of trust against the Company.

       9.3.3    The Employee has been  convicted in a criminal  proceeding of an
                infamous crime or of an offense attributing moral blemish to the
                Employee.

9.4    If the Company  terminates the  Employee's  employment as a result of any
       one of the events  enumerated in sub-clause  9.3.1,  9.3.2,  9.3.3,  same
       shall not be deemed as a breach of contract  and shall not  constitute  a
       cause of action for severance pay, insofar as the  circumstances in which
       his work has been  terminated  were  such as  justify  dismissal  without
       compensation.

10.    WAIVER
       ------

       Should the Company waive any right conferred upon it under this Contract,
       such  waiver  shall  not form any  precedent  with  respect  to any other
       similar case nor  constitute  grounds for analogy in any other case,  and
       the Company  shall not be estopped  from  enforcing at any time any right
       which it has waived as aforesaid.

11.    MODIFICATION, REVOCATION
       ------------------------

       Any  modification  and/or  cancellation  of any one of the clauses of the
       Contract  shall be made by a  written  document  only,  signed by the two
       parties.

<PAGE>

12.    NOTICES
       -------

       The  addresses of the parties to this  Contract are as  prescribed in the
       Preamble.  Any notice sent by  registered  mail to the other party at his
       address as  aforesaid,  shall be deemed as if received  by the  addressee
       three  days  after  the  delivery  thereof  at  the  post-office,  and if
       delivered personally - upon the delivery thereof.


      In witness whereof the parties hereto have hereunto set their hand:


       --------(-)------------              -----------(-)-----------
           The Employee                           Medis El Ltd. .
                                                 For the Company





<PAGE>

                                     ANNEX

                                  ISRAEL FISHER
                              Name and Family Name

1.     WAGES, SOCIAL AND FRINGE BENEFITS
       ---------------------------------

A.     MONTHLY WAGES (PAYMENTS STATED IN DOLLARS WILL BE PAID IN NEW SHEKELS)
       ----------------------------------------------------------------------

       9,900 dollars.

B.     FRINGE PAYMENTS
       ---------------

       Payments attaching to the wages - convalescence allowance will be paid to
       the Employee as follows:

       Right to 15 days of convalescence a year.

       Payment in respect of Research Fund -   $ 1,250 a month.

C.     FRINGE BENEFITS
       ---------------

       Right to annual leave - 21 work days a year

       Advanced Study Fund - to academicians

       Right to annual sick pay - 24.5 days a year.

D.     SOCIAL BENEFITS

       The Employee shall be entitled to social benefits as provided in clause
       2 below.

<PAGE>

2.     MANAGERS' INSURANCE
       -------------------

       Provisions  for  managers'  insurance  at the rate of 5.5% on  account of
       Employee,  6% by the Company and 8.33% for severance  pay.  Provision for
       the Dolev Fund at the rate of NS 7,890,  linked to the  Consumer's  Price
       Index.

3.     Provisions  for the  Advanced  Study  Fund will be at the rate of 7.5%
       of the  wages in  clause  1.  2.5% of the  wages  will be deducted from
       the Employee and transferred to the Fund.

4.     Entitlement to convalescence days and the amount of convalescence will
       be updated annually as provided in the law.

5.     Payment of telephone bills will be made by the Company.

6.     The Employee will receive for his use a vehicle of the Company (capacity
        - cc.  1800-2000),  automatic gear,  including grossing up of notional
       income.