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                                                                   EXHIBIT 10.12

                           [Translated From Hebrew]


                       AGREEMENT TO EMPLOY A SUBCONTRACTOR

             AGREEMENT NUMBER RA-2875 (HEREINAFTER: "THE AGREEMENT")
               ORDER NUMBER ROL 860279 (HEREINAFTER: "THE ORDER")

Dated and signed in Haifa on December 11 2001

                                     Between

ELBIT SYSTEMS LTD., OF THE SCIENCE INDUSTRIES CENTER - HOF HACARMEL,
P.O. BOX 539, HAIFA
(hereinafter: "Elbit Systems")

                                                                 ON THE ONE PART

MOR ENERGY LTD., P.O. BOX 132, YEHUD 56101
(hereinafter: "the Contractor")

                                                               ON THE OTHER PART

Whereas:         Elbit Systems develops and undertakes projects;

And whereas:     Elbit Systems is interested in consultancy and/or assistance
                 in performing some of the projects (hereinafter: "the Project"
                 or "the Work");

And whereas:     Elbit Systems is interested in conducting consultancy as
                 described below by means of an independent outside contractor;

And whereas:     The Contractor declares that he possesses and owns the
                 ability, means, knowledge, personnel and reputation required
                 for the performance of the Work, as per deadlines set,
                 efficiently and professionally, and is interested in performing
                 the Work for Elbit systems.

          IT HAS THEREFORE BEEN AGREED BETWEEN THE PARTIES AS FOLLOWS:

1.    The preamble and appendices to this Agreement constitute an integral
      part thereof.

2.    Elbit Systems hereby assigns to the Contractor and the Contractor hereby
      assumes, the performance of the Work, on the subject of dESIGN OF AN
      ENERGY PACK FOR THE FUTURE INFANTRYMAN, based on actual work hours and the
      breakdown, stages and schedule to be coordinated between the Contractor
      and the representative, as specified in section 5B below and/or in
      accordance with the scope of work, stage and schedule breakdown described
      in Appendix C thereof.

3.    The consideration the Contractor is to receive for all of his undertakings
      hereby is to be as specified in Appendix A hereof. Payments are to be
      effectuated only after the representative stated in section 5B below
      confirms that the Contractor has fulfilled all his undertakings hereunder.
      The representative's confirmation does not diminish the Contractor's
      responsibility hereby.

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4.    The relations between the parties hereto are relations between a client
      and an independent contractor, assuming all implications thereof
      concerning statutory responsibility and liability. It is emphasized that
      there is and will be no employer-employee relationship between the
      Contractor and/or his employees and any appointees thereof and Elbit
      Systems.

5.    The Contractor undertakes:

      A.    To execute the Work at a high level of professionalism, by himself
            or by skilled employees and persons sufficiently knowledgeable for
            executing this Agreement as required. The Contractor will act to the
            best of his ability so as not to substitute employees during the
            execution of the Work. In any case, the Contractor will be
            personally and exclusively responsible towards Elbit Systems.

            The Contractor is to receive Elbit Systems' prior written approval
            concerning each employee the Contractor will wish to employ in the
            execution of the Work.

      B.    To act in executing this Agreement and all undertakings involved
            herein in accordance with the instructions of the representative of
            Elbit Systems (hereinafter: "the Representative"). Upon the signing
            hereof, the Representative for all technical/professional affairs
            will be Mr. Ronen Paytman, or his appointee, and the Representative
            for all contractual/business affairs will be Mr. Ran Uri. Elbit
            Systems will be entitled to substitute the Representative by way of
            a notice given to the Contractor.

            The foregoing does not detract from the Contractor's responsibility
            and undertaking to execute the Work as specified in section 4,
            section 5A and section 7 hereof.

      C.    To act in accordance with all provisions of the law with regard to
            the employment of people thereby and/or on his behalf, and without
            prejudice to the entirety of the foregoing, to report on employment
            of his employees to the Income Tax and National Insurance
            authorities, and transfer all resultant payments.

            The Contractor is to present to Elbit Systems confirmations on the
            performance of the contents of this subsection.

      D.    To maintain absolute secrecy, not to transfer to any third party not
            to make any use, whether by himself or through others, directly or
            indirectly, of the information and knowledge, of technical,
            commercial, security or other nature, reaching it from Elbit systems
            during the course of or as a result of performing this Agreement.
            The Contractor undertakes to have all parties employed thereby and
            all parties pertaining the Execution hereof sign a declaration and
            undertaking to be worded in accordance with this subsection and in
            accordance with section 10 below.


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      E.    The Contractor will not compete with Elbit Systems, nor help others
            compete with Elbit Systems, with regard to the subject matter
            defined and ordered for which it is to be employed as a contractor
            in the context hereof.

6.    It is agreed that the Contractor's representative for the purpose hereof
      is Mr. Genady Finkelstein, ID number 304146558, and that he is authorized
      to make an undertaking on the Contractor's behalf.

7.    A.    Elbit systems will be entitled to terminate or suspend the
            execution of the Work hereby, at is discretion, on the condition
            that it gives the Contractor 3 days prior notice for suspension
            and 3 days for the renewal thereof.

      B.    In any case of cancellation or suspension for reasons not dependent
            on the Contractor, Elbit Systems will pay the Contractor the sum due
            thereto for the part of the Work actually executed, and with the
            exception thereof, the parties shall have no mutual claims or
            grievances.

8.    The Contractor will be responsible for any loss and/or bodily and/or
      property damage of any kind sustained as a result of and/or in connection
      to his execution of the Work to the Contractor himself, to the
      Contractor's employees or appointees, to Elbit Systems, his employees,
      emissaries, and to third parties.

      Without detracting from the Contractor's aforesaid responsibility, the
      Contractor is to acquire at his own expense professional liability
      insurance policies, a third party insurance policy, employer liability
      policies, as agreed with Elbit Systems, and is to transfer these policies
      review by Elbit Systems immediately upon demand.

9.    The Contractor undertakes to indemnify Elbit Systems for any payment and
      expense Elbit is required to make and that is borne by the Contractor
      hereby.

10.   The Contractor undertakes to provide Elbit systems with further
      consultancy at the prices hereof, upon the demand thereof and subject to
      an order from Elbit systems.

11.   It is explicitly agreed that all new knowledge arising during the
      course of the performance of the Contractor's work for Elbit systems
      hereby, and the ownership of documents, plans, drawings, magnetic
      and/or optic media and any copyrights, commercial secrets, samples and
      rights to patents and any other right, whether registrable or not,
      actually registered or pending registration, arising during the time
      of, or and/or due to the execution of the Work hereby, will widely
      belong to Elbit systems, which will be entitled to use it at any time
      and for any purpose (including cases in which the Agreement is revoked
      or suspended), and the duty of secrecy and nonuse specified in section
      5D above will apply thereto.  The Contractor is to provide Elbit
      systems with any assistance, report to any authority and sign any
      document required for registering the intellectual property rights in
      accordance with this section to the name of Elbit Systems or any party
      it designates without further consideration.

      For the removal of doubt, it is hereby clarified that the knowledge on the
      subject of DLMFC (fuel cells based on direct oxidation of alcohols such as
      methanol) that the

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      Contractor possessed prior to the signing hereof or that is not directly
      connected or unique to the Work hereof, is the intellectual property of
      the Contractor, including all implications thereof, whereas the knowledge
      associated with the Future Infantry man Program in general and the
      characterization of the energy pack integration method in this system/plan
      in particular, are the intellectual property of Elbit Systems, with all
      implications thereof.

12.   This Agreement will not be assigned, in part or in full, by the
      Contractor, without receiving Elbit System's prior written consent. Elbit
      Systems will be willing to assign this agreement at his discretion.

13.   Revoked.

14.   Any waiver, extension or relief from either party will not be valid unless
      made out explicitly in writing.

15.   Upon the signing hereof, all previous agreements, whether in writing or
      verbally, between the Contractor and Elbit Systems, concerning the Work
      herein, will become void, with the execution of the Contractor's
      undertaking for secrecy, if signed, and the order constituting an appendix
      hereof.

16.   In any case of conflict between the content hereof and the terms appearing
      on the back of the purchase order, attached hereto as an appendix hereof,
      the terms hereof will prevail.

17.   It is agreed that the parties are entitled to extend the validity hereof,
      and that the addition of further purchase orders relating hereto
      constitutes the parties' consent to extend the validity hereof, subject to
      the order terms.

18.   Any dispute or differences of opinion on any matter pertaining hereto or
      arising as a result hereof are to be transferred for resolution by the
      competent courts in Haifa only.

      In witness whereof the parties have set their hands hereunto.

Elbit Systems Ltd.                       The Contractor
------------------                       --------------

Name:                                    Name:
     --------------------------------         --------------------------------

Title:                                   Title:
      -------------------------------          -------------------------------

Signature:                               Signature:
          ---------------------------              ---------------------------





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                      APPENDIX B OF ORDER NUMBER ROL 860279
                            AGREEMENT NUMBER RA-2875

                       SECURITY AND MAINTENANCE OF SECRECY
                 INSTRUCTIONS OF ELBIT SYSTEMS' SECURITY OFFICER

Subject to the security provisions applying to all employees of our company - we
hereby bring to your attention that as a result of the working relations between
you and our company, which is among the most important contractor companies for
the Defense System, sensitive proprietary documents and information of
commercial and security nature whose publication in accordance with the State
Security Laws is forbidden will be brought to your knowledge.

As a result, with the aim of preventing leakage of such information to various
unauthorized elements, particularly hostile elements, I refer your attention to
the following security instructions:

1.    SECURING KNOWLEDGE AND DOCUMENTS BY THE CONTRACTOR

1.1   The Contractor is strictly forbidden to divulge information and/or records
      on the contractor's work for Elbit Systems, and the subjects of your
      relations with our company, to any person and/or entity, other than Elbit
      Systems entities with which the Contractor is associated unless approval
      is given by the company's security officer.

1.2   It is particularly emphasized that the Contractor is aware of the
      prohibition of divulging such information to reporters and journalists -
      whether domestic or overseas, including radio and television employees,
      photographers, etc.

1.3   The use of information of the type acquired by the contractor in the scope
      of your relations and work with Elbit Systems and with Elbit Systems'
      employees for purposes not related to the company - requires prior
      approval from Elbit Systems' security officer.

1.4   The conveyance of classified documents by the contractor of classification
      "Secret" and above, including diagrams and photographs, outside the
      boundaries of Elbit Systems, requires prior approval from Elbit Systems'
      approval and the recommendation of his seniors or operator at Elbit
      Systems.

1.5   Documents classified as "Secret" or above are to be kept by the contractor
      at his office only under conditions approved by Elbit Systems' security
      officer and as required thereby.

1.6   The handling of classified documents and classified equipment by the
      Contractor is to be performed at his office or facilities available to you
      in accordance with the security instructions and procedures employed at
      Elbit Systems or these issues, only by employees approved to that effect
      by Elbit Systems' security officer.

1.7   Documents classified as "Secret" or above that are no longer required by
      the Contractor for the works and any documents of any classification
      issued to and in the possession of


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      the contractor upon the conclusion of your work/relations with Elbit
      Systems - are to be returned by the Contractor to the entity at Elbit
      systems you are corresponding with.

1.8   In the case of loss of classified documents issued for the contractor's
      handling that are in your possession - the Contractor must report such
      loss IMMEDIATELY to Elbit Systems' security officer, who is to initiate an
      investigation.

1.9   In any case of relations with a foreign entity that raises security or
      criminal suspicion - the contractor must report such suspicion to Elbit
      Systems' security officer forthwith.

2.    OVERSEAS TRAVEL

2.1   The company's security officer is to be informed as early as possible of
      the contractor's intent to travel abroad on business affairs or for
      pleasure.

2.2   This instruction also relates to the case of the Contractor's spouse
      planning a journey to any Eastern European country.

3.    SECURITY ALERTNESS

3.1   The Contractor is required to demonstrate security alertness concerning
      all issues of your work and relations with our company, and to report
      forthwith to the security officer of any unreasonable incidence that may
      endanger state security or the work for Elbit Systems.

3.2   Notwithstanding the above, it is emphasized that the Contractor is
      strictly forbidden to initiate any tracking of any kind of such
      unreasonable cases as stated above.

      DECLARATION

I, the undersigned, hereby declare that I have read the above instructions, have
understood them, and undertake to act thereby, in addition to any declaration
concerning the maintenance of secrecy that I signed at the beginning of my work
or correspondence with Elbit Systems.

Furthermore, I state that I am aware that these instructions do not detract from
but serve to complement the security instructions given to me verbally directly
relating to any of the issues of my work/correspondence with Elbit Systems Ltd.

------------------------------------           ---------------------------------
Date                                           Signature


--------------------   -------------     -----------------     -----------------
Surname                Given name        Father's name         ID/passport no.


--------------------                     -----------------
Address                                  Workplace


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                      APPENDIX B OF ORDER NUMBER ROL 860279
                            AGREEMENT NUMBER RA-2875

GENERAL DESCRIPTION OF THE WORK:

Initial design of the energy pack for the program and immediately energy
solutions, as requested.

ESSENCE OF WORK:

1.    Accompanying the design review and acquisition of LI-TON technology energy
      packs from Amit Industries Ltd. (hereinafter: "Amit") for the Future
      Infantryman Program (hereinafter: the "Program"), based on the breakdown
      appearing in Amit's proposal of December 29 2001 (hereinafter: "the
      Proposal").

2.    Delivering energy packs in accordance with the Proposal.

3.    Research and design of a DLMFC technology energy pack for the Program in a
      manner meeting the specifications transferred separately to the
      contractor's CEO (hereinafter: "the Specifications"), information
      presented to the contractor in system design review meetings and
      additional information to be transferred to the contractor during the
      execution of this Agreement.

WORK STAGES:

1.    Upon receipt of the order, the Contractor is to place an order with Amit
      in accordance with the Proposal.

2.    The performance of the Work in accordance with the stages as described
      in the Contractor's proposal of October 30 2001.

3.    Settling accounts with Elbit Systems: after receiving deliveries from Amit
      and the invoice from Amit, the Contractor is to charge Elbit Systems for
      the purchase from Amit and for work hours invested by the Contractor
      thitherto and for the scope of the work performed by Amit.

Without prejudice to the contents of section 3 of Appendix A above, it is
clarified that the Contractor is responsible for obtaining prior approval for
the representative for any operation and/or purchase of material from Amit and
for attaching a copy of Amit invoices to all Contractor requests for payment for
purchases and/or performing work at Amit. An invoice/request for payment not
made out as above will not be accepted.

WORK OUTPUT:

A technical specification containing documents and diagrams at an initial design
level containing all information required to continue developing an initial
prototype of the energy pack in accordance with the Specifications and in
accordance with additional information already given to the Contractor and/or to
be given thereto during the execution of the Agreement.


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The technical specification, as mentioned, is to be issued printed and on
magnetic and/or optic media, in at least three copies.

ELBIT SYSTEMS LTD.                       THE CONTRACTOR

Name:                                    Name:
     --------------------------------         --------------------------------

Title:                                   Title:
      -------------------------------          -------------------------------

Signature:                               Signature:
          ---------------------------              ---------------------------










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