SEPARATION AND CONSULTING AGREEMENT
                       -----------------------------------

This SEPARATION AND CONSULTING  AGREEMENT (this  "Agreement") is entered into by
and between CONTINENTAL  INFORMATION  SYSTEMS CORPORATION  ("Company") and JONAH
MEER ("Executive"), as of the 15th day of August 2003 (the "Execution Date").


                                    RECITALS
                                    --------

     WHEREAS,  until the date  hereof,  Executive  was a member of the Boards of
Directors and the Chief  Executive  Officer and Chief  Financial  Officer of the
Company and certain of its subsidiaries; and

     WHEREAS,  the Company is winding down many of its  operations and Executive
will resign from his  position as an officer and director of the Company and its
subsidiaries in order to allow Executive to pursue other business opportunities;
and

     WHEREAS,  Executive  has agreed to assist the Company in winding down these
businesses  which will no longer  operate and in maximizing  the recovery on its
assets to the benefit of the Company and its shareholders; and

     NOW,  THEREFORE,  in consideration of the mutual promises set forth herein,
and other good and valuable consideration,  the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:


                                    AGREEMENT
                                    ---------

     1.  Termination of  Employment.
         --------------------------   The parties agree that effective on August
15,  2003,   Executive's   employment  with  Company  and  its  subsidiaries  is
terminated,  and Executive  resigns his positions as director and officer of the
Company and its subsidiaries.

     2.  Consulting  Period.
         ------------------   From August 15, 2003 through  August 15, 2005 (the
initial  "Consulting  Period"),  Executive  shall  consult  with and  assist the
Company with respect to any matters  Company may reasonably  request,  including
the on-going maximization of recovery on all of the Company's assets, management
of  its  litigation,  Federal  and  State  tax  issues  and  liquidation  of its
liabilities.   The  Consulting  Period  shall  be  automatically   extended  for
successive  periods  unless notice of  non-renewal is given in writing by either
party at least 90 days before the  expiration  of the then  existing  Consulting
Period.  Company  acknowledges that Executive may be employed in a position with
another  Company  during  the  Consulting  Period or pursue  any other  business
opportunities  of Executive's  choosing,  but Executive shall remain  reasonably
available to assist Company during the Consulting Period.

     3.  Compensation.
         ------------   In consideration of Executive  assisting  Company as set
forth in Paragraph 2 above, the Company  agrees to compensate  the Executive as
follows:


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<PAGE>


         (a) The  Company  shall  pay  the  Executive  $15,000  per  month  as a
consulting fee.

         (b) The Executive shall be permitted  to  participate  in a  manner  as
heretofore in all medical,  dental, life and disability  insurance benefit plans
applicable  to officers of the  Company and shall  receive a quarterly  bonus as
determined by the Company but not less than $5,000 per calendar quarter.

         (c) The Executive shall  be  permitted  to participate  in a  manner as
heretofore  in all employee  retirement  benefit plans  (401(k)/Profit  Sharing)
applicable to the officers of the Company.

         (d) The Company will continue to reimburse the Executive for all meals,
travel and other business  expenses incurred by the Executive in connection with
the Company's business affairs in accordance with past practice.

         (e) All payments made to the Executive pursuant to this Agreement shall
be net of all  required  federal,  state  and local  withholdings  for taxes and
similar charges and by all  contributions  or payments,  if any,  required to be
made by the Executive in connection with any Company  employment benefit plan in
which he participates.

     4.  Termination by the Company.
         --------------------------

         (a) For Cause.
             ---------  The Company may terminate the Executive's  consulting at
any time upon  written  notice to the  Execution  for  "Cause",  which  shall be
defined as occurrence of any of the following:

             (i)   the Executive's conviction or entrance of a plea of guilty or
no contest to a felony; or

             (ii)  the Executive's  commission  of  any willful  misconduct with
respect to the Company's business or material  properties,  which constitutes an
act of material fraud, embezzlement, misappropriation or theft.

         (b) Upon Death or Disability.
             ------------------------   This   Agreement   shall   automatically
terminate  upon the death of Executive and may be terminated by the Company upon
the disability of Executive the result of which prevents Executive from carrying
out his assigned  duties for any cumulative  period of more than one hundred and
eighty  (180)  days  during  any  three  hundred  sixty-five  (365)  day  period
("Disability").  Termination  by  reason  of  Executive's  Disability  shall  be
effective upon notice to the Executive from the Company.

     5.  Termination by the Executive.
         ----------------------------

         (a) Resignation.
             -----------   Notwithstanding   any   other   provisions   of  this
Agreement,  the Executive shall have the right to resign at any time upon thirty
(30) days' prior written notice to the Company.


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<PAGE>


         (b) For Good Reason.
             ---------------   The Executive  may  terminate  this Agreement  by
written notice to the Company upon the occurrence of any of the following  (each
constituting "Good Reason"):

             (i)   a material breach of this Agreement by the Company;

             (ii)  a diminution of the responsibilities, or reporting hierarchy,
or scope of authority of Executive, during the term of this Agreement; or

             (iii) the Company shall attempt to terminate this Agreement for any
reason  other  than for Cause,  non-renewal  or the death or  Disability  of the
Executive.

         (c) Change of Control.
             -----------------   The Executive shall have the right to terminate
this  Agreement  upon the  occurrence  of a "Change of Control" of the  Company,
which shall include the occurrence of any of the following events:

             (i)   the sale, lease,  transfer or other disposition, in  one or a
series of transactions, of all or substantially all of the assets of the Company
to any "person" or "group" (within the meaning of Sections 13(d) and 14(d)(2) of
the Securities Exchange Act of 1934, as amended),

             (ii)  any such  "person"  or  "group"  shall become the "beneficial
owner(s)"  (as  defined in said Rule 13d-3) of shares of Stock of the Company or
of any parent corporation of the Company that, directly or indirectly,  entitles
the holder  thereof to control more than ten percent  (10%) of all voting rights
with respect to all shares of Stock of the Company;

             (iii) the  approval  by  the  stockholders  of  the  Company of, or
consummation of, a merger,  reorganization,  consolidation,  exchange of shares,
recapitalization,  restructuring  or other  business  combination  in which  the
Company is not the surviving entity;

             (iv)  any  entity  or  person or two or more  entities  or  persons
acting in concert shall acquire  beneficial  ownership,  directly or indirectly,
of, or shall  acquire by contract or  otherwise,  or shall have  entered  into a
contract or arrangement  that,  upon  consummation,  will result in its or their
acquisition  of the right to elect a majority of the Board of  Directors  of the
Company,  or the  current  Board of  Directors  of the  Company  shall no longer
constitute  a majority of the Board of  Directors  (unless the  Executive  shall
consent thereto); or

             (v)   any  transaction  that  results  in the stock of the  Company
no longer being required to be registered under Section 12 of the Exchange Act.

     6.  Effect of Termination on Compensation.
         -------------------------------------

         (a) Termination for Cause; Resignation; Non-Renewal by Executive.
             ------------------------------------------------------------     In
the event that  Executive's  consulting  with the Company is  terminated  by the
Company for Cause, or by the Executive upon his resignation or non-renewal,  the
Executive  shall be entitled to receive his  consulting  payments  and  benefits
accrued through the date of termination or resignation.


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<PAGE>


         (b) Death.
             -----   In  the  event that  the  Executive's  consulting with  the
Company terminates upon his death, the Executive's annual consulting payment and
benefits  shall  continue to be paid to his estate for  twenty-four  (24) months
after the date of his death.

         (c) Disability.
             ----------   In the event that  the  Executive's   employment  with
the Company  terminates upon his  Disability,  the Executive will continue to be
paid his  annual  consulting  payment  for  twenty-four  (24)  months  after the
effective date of termination,  after which time the Executive shall be entitled
to receive  benefits  for so long as  permitted  under the  Company's  long-term
disability  insurance policy. The Executive shall continue to participate in the
Company's  health  insurance plans as prior to the  Disability,  or may elect to
receive such insurance  benefits  under COBRA,  (in which case the Company shall
reimburse  the  Executive  for an amount equal to the premiums  payable for such
health  insurance  by the  Executive  under  COBRA  minus  any  amount  that the
Executive may have  contributed for such health insurance  immediately  prior to
such Disability).

         (d) Company's Non-Renewal.
             ---------------------  In the event the Executive's consulting with
the  Company is  terminated  by the  Company  for reason of  non-renewal  of the
consulting  term,  the  Executive  shall be  entitled to continue to receive his
Annual Salary (and any incentive  compensation  accrued  through the termination
date) for a period of twelve (12) months from the effective termination date.

         (e) Good Reason or Change of Control.
             --------------------------------   In  the  event  the  Executive's
employment with the Company is terminated by the Executive for Good Reason or by
reason of a Change of Control,  the Executive  shall be entitled to receive,  in
one payment made on or prior to the effective  termination  date, a sum equal to
the greater of (i) his annual consulting  payment multiplied by two (2), or (ii)
the  aggregate  balance of his annual  consulting  payments that would have been
made through the end of the  then-current  term of this  Agreement.  The Company
agrees  that the payment to be made to the  Executive  under this  Section  5(e)
shall not preclude the Executive from asserting any other claims,  or exercising
any other  rights he may have  hereunder,  at law or in equity,  relating to the
circumstances of such termination of employment.

         (f) No Mitigation.
             -------------   The  Company  agrees that no payments to be made to
the  Executive  under  this  Section  5 shall  be  reduced  as a  result  of any
compensation the Executive may receive through  employment with a third party or
any other  source,  and the  Executive  shall have no obligation to mitigate any
payment amount due hereunder by seeking other employment or otherwise.

         (g) Conflicts.
             ---------   In  the  event of any  conflict  between  the  terms of
the  policies  and  programs  of the  Company  as at any time in effect and this
Agreement, the provisions of this Agreement shall control.

     7.  General Release of Claims by Executive.
         --------------------------------------   As a  material  inducement  to
Company to enter into this  Agreement,  Executive,  for  himself  and his heirs,
executors,  legal  representatives  and assigns, as a knowing and voluntary act,
hereby forever releases and discharges Company and Company's current, former and
future officers, directors, shareholders, employees, trustees, agents, insurers,
attorneys,  predecessors,  successors,  affiliates,  related  companies,  parent
companies,  subsidiaries,  divisions  and  assigns  and all  persons  acting by,
through,  under or in  concert  with any of these  (the  Company  and all of the
foregoing  persons and  entities  are  hereinafter  referred to  separately  and
collectively,  as the "Releasees") from, and covenants not to sue the Releasees;
as follows:


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<PAGE>


a.   Executive,  on behalf of  himself,  his heirs,  executors,  administrators,
     legal  representatives,  and assigns,  releases and forever  discharges the
     Releasees  from  any  and all  claims,  complaints,  allegations,  demands,
     actions,  suits, debts, dues, sums of money, accounts,  reckonings,  bonds,
     bills,  specialties  covenants,   contracts,   controversies,   agreements,
     promises,   variances,   trespasses,   damages,  judgments,   extends,  and
     executions  or causes of action  of any kind  whatsoever,  whether  at law,
     admiralty,  or in equity,  direct or indirect,  known or unknown,  in tort,
     contract, by statute or any other basis for relief, compensatory, punitive,
     liquidated  or  other  damages,   expenses  (including   attorneys'  fees),
     reimbursements or costs of any kinds ("Claims") which he ever had, now has,
     or hereafter can, shall or may have or assert  against  Releasees,  for any
     matter, cause or thing which may have occurred on or before the date of the
     execution of this General Release.

b.   This General Release specifically includes, but is not limited to:

     (i)    any and  all  Claims  for  wages  and  benefits  (including  without
            limitation  salary,  stock,  commissions,  bonuses,  severance  pay,
            health  and  welfare   benefits,   vacation   pay   and   any  other
            fringe-type  benefits),  provided,   however,  that  nothing  herein
            shall   affect  Executive's  vested  rights   in   any   401K   plan
            maintained by the Company;

     (ii)   any  and  all  Claims  for  wrongful  discharge,  breach of contract
           (whether  written  or oral,  express  or  implied) including  but not
           limited to promissory or equitable  estoppel and implied covenants of
           good faith and fair dealing;

     (iii)  any and all Claims for alleged employment discrimination, harassment
            or retaliation on the  basis  of age,  race,  color,  religion,  sex
            (including  sexual  harassment),  sexual   orientation,   pregnancy,
            ancestry, national origin, veteran status, disability, handicap and/
            or any other protected basis, in violation of any federal, state or

            local statute, ordinance,  judicial  precedent or  executive  order,
            including but not limited  to claims  for  discrimination  under the
            following statutes:  Title VII of the Civil  Rights Act of 1964, the
            Civil Rights Act of 1966, the Civil Rights Act of 1991, the New York
            Human Rights Law,  as amended,  the New York Equal  Rights Law,  the
            Family  and  Medical  Leave  Act, the Immigration Reform and Control
            Act, the Age  Discrimination  in  Employment  Act, as  amended,  the
            Older  Workers  Benefit  Protection  Act, the  Rehabilitation Act of
            1973,  as  amended,  the Rehabilitation Act of 1973, as amended, the
            Americans  with  Disabilities  Act, the  New  York Rights of Persons
            with  Disabilities  Law,  the  New  York  Nondiscrimination  Against
            Genetic  Disorders  Law, the  Equal  Pay  Act and the New York Equal
            Pay Law;

     (iv)   any and all Claims under any federal or state  statute  relating  to
            Executive benefits, including  but  not  limited  to  the  Executive
            Retirement Income Security Act of 1974;


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<PAGE>


     (v)    any and all Claims in tort (including  but not limited to any Claims
            for misrepresentation, defamation,  interference  with  contract  or
            prospective  economic advantage, intentional infliction of emotional
            distress and negligence);

     (vi)   any and all Claims for additional  compensation  or  damages  of any
            kind;

     (vii)  any and all Claims for retaliation or retaliatory discharge; and

     (viii) any and all Claims for attorney's fees and costs.

c.   This  General  Release  extends  to all of the  aforementioned  Claims  and
     potential  Claims  which  arose on or  before  the date of this  Agreement,
     including pre- and post-employment  causes of action,  whether now known or
     unknown,   suspected  or  unsuspected,   matured  or  unmatured,  and  this
     constitutes an essential term of this Agreement.  This General Release does
     not extend to claims which arise after the Effective Date.

d.   Notwithstanding  anything to the contrary  contained  herein,  this General
     Release  shall not affect  Executive's  right to  indemnification  from the
     Company pursuant to the Company's Certificate of Incorporation and By-laws.

     8.  Release By Company.
         ------------------   For good  and  valuable  consideration, receipt of
which is hereby  acknowledged,  the Company,  on behalf of itself, its officers,
directors and employees,  and shareholders and its direct and indirect  parents,
subsidiaries,  affiliates,  and related  companies (the "CIS RELEASORS")  hereby
releases,  discharges,  and covenants not to sue the Executive, and each and all
of his  respective  past,  present  or future  partners,  employees,  directors,
officers, shareholders, attorneys, representatives, receivers, insurers, agents,
successors,  and assigns  (individually  and collectively the "CIS  RELEASEES"),
from  and  with  respect  to any and all  claims,  demands,  liens,  agreements,
contracts,  covenants,  actions,  suits, causes of action,  wages,  obligations,
debts, expenses, attorneys' fees, damages, judgments, orders, and liabilities of
whatever  kind or nature in law,  equity,  or  otherwise,  whether  now known or
unknown, suspected or unsuspected, and whether or not concealed or hidden, which
any of the CIS RELEASORS now owns or holds or has at any time  heretofore  owned
or held as against the CIS RELEASEES,  or any of them.  This release is intended
to include all possible legal  theories,  including but not limited to any claim
for any  intentional or  unintentional  tort;  fraud or  misrepresentation;  the
violation of any express or implied contract or any public policy; the violation
of any common law or any federal,  state or local law  including but not limited
to federal or state  securities  law; or any claim for  defamation;  intentional
infliction  of emotional  distress;  injury to  reputation;  breach of fiduciary
duty; or any other claim for damages or  compensation of any kind.

     9.  Voluntary; Revocation Rights.
         ----------------------------   Notwithstanding  any  other provision of
this Agreement to the contrary:

     (a)  Executive  agrees  that  this  Agreement  constitutes  a  knowing  and
          voluntary  waiver of all rights or claims  Executive  may have against
          the  Releasees,  or any of them,  including,  but not  limited to, all
          rights or claims  arising under the Age  Discrimination  in Employment
          Act of 1967, as amended ("ADEA"),  including,  but not limited to, all
          claims  of  age   discrimination  in  employment  and  all  claims  of
          retaliation in violation of the ADEA.


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<PAGE>


     (b)  The Company and Executive  agree that this  Agreement  will not affect
          the  rights  and   responsibilities   of  the  U.S.  Equal  Employment
          Opportunity  Commission  (the  "EEOC") to  enforce  the ADEA and other
          laws,  and  further  agree  that  this  Agreement  will not be used to
          justify interfering with Executive's  protected right to file a charge
          or  participate  in an  investigation  or proceeding  conducted by the
          EEOC.  The  Company  and  Executive   further  agrees  that  Executive
          knowingly  and  voluntarily  waives all rights or claims  (that  arose
          prior to Executive's  execution of this Agreement)  Executive may have
          against  the  Releasees,  or any of them,  to receive  any  benefit or
          remedial relief (including,  but not limited to,  reinstatement,  back
          pay,  front pay,  damages,  and  attorneys'  and  experts'  fees) as a
          consequence  of any charge filed with the EEOC,  and of any litigation
          concerning  any facts alleged in any such charge.

     (c)  The Company and Executive  agree that,  for a period of seven (7) days
          following the execution of this Agreement,  Executive has the right to
          revoke the provisions of this Agreement  other than his resignation by
          giving  notice in  writing  of such  revocation  to the  Company.  The
          Company  and  Executive  further  agree that this  Agreement  will not
          become effective or enforceable (other than the resignation provision)
          until the eighth (8th) day after the execution of this Agreement;  and
          that in the event Executive revokes this Agreement prior to the eighth
          (8th) day after the execution of this Agreement,  this Agreement,  and
          the promises contained in this Agreement,  (other than the resignation
          provision) will automatically be deemed null and void.

     (d)  THE COMPANY HEREBY  ADVISES AND URGES  EXECUTIVE IN WRITING TO CONSULT
          WITH  AN  ATTORNEY  PRIOR  TO  EXECUTING  THIS  AGREEMENT.   EXECUTIVE
          REPRESENTS  AND  WARRANTS  THAT THE  COMPANY  HAS  ADVISED  AND  URGED
          EXECUTIVE  IN  WRITING,   AS  SPECIFICALLY   STATED  IN  THIS  WRITTEN
          AGREEMENT,  TO  CONSULT  WITH AN  ATTORNEY  PRIOR  TO  EXECUTING  THIS
          AGREEMENT.  EXECUTIVE FURTHER REPRESENTS AND WARRANTS THAT THE COMPANY
          GAVE EXECUTIVE A PERIOD OF AT LEAST  TWENTY-ONE  (21) DAYS IN WHICH TO
          CONSIDER THIS AGREEMENT BEFORE EXECUTING THIS AGREEMENT.

     (e)  Executive's  acceptance  of any  of  the  monies  paid  by  and  other
          consideration  from the Company,  at any time more than seven (7) days
          after the execution of this Agreement will  constitute an admission by
          Executive  that  Executive  did not revoke this  Agreement  during the
          revocation  period of seven (7) days;  and will further  constitute an
          admission by Executive  that this  Agreement has become  effective and
          enforceable.

     (f)  If Executive  executed this  Agreement at any time prior to the end of
          at least twenty-one (21) day period that the Company gave Executive in
          which to consider this  Agreement,  such early execution was a knowing
          and voluntary  waiver of Executive's  right to consider this Agreement
          for at least  twenty-one (21) days, and was due to Executive's  belief
          that Executive had ample time in which to consider and understand this
          Agreement, and in which to review this Agreement with an attorney.


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<PAGE>


     10. No Admissions.
         -------------   It is understood and  agreed that neither the execution
of this  Agreement  by the  Company,  nor the terms of this  Agreement,  nor any
payment made pursuant to this Agreement constitutes an admission of liability by
the Company to  Executive,  inasmuch as the  Company  expressly  denies any such
liability.  It is further  understood  and agreed that no person or entity shall
use this Agreement,  or the consideration  received pursuant hereto, as evidence
of any admission of liability,  as the Company  expressly  denies any liability.
This Agreement  constitutes an offer of valuable  consideration  to compromise a
disputed  claim.  In the event  this  Agreement  does not become  effective  and
enforceable,  it is understood  and agreed that it will not be  admissible  into
evidence, for any purpose whatsoever, in any administrative proceeding, trial or
appeal, irrespective of the forum.

     11. Time to Review.
         --------------   Executive  represents and acknowledges  that Executive
had ample opportunity to review and comment on this Agreement.

     12. Jurisdiction and Venue.
         ----------------------   The Company and Executive agree that any suit,
action or proceeding based on, arising out of or relating to this Agreement,  or
the breach of this Agreement,  shall be brought exclusively in the United States
District  Court for the Southern  District of New York,  or the Supreme Court of
the State of New York,  New York  County;  and not in or before any other court,
agency or other tribunal.  Executive hereby irrevocably consents to the exercise
of personal  jurisdiction  over  Executive  by the  respective  foregoing  forum
courts,  agrees that venue shall be proper in such forum courts, and irrevocably
waives and releases any and all defenses based on lack of personal jurisdiction,
improper venue and/or forum non conveniens.  Executive  further waives any right
Executive may have to a jury trial in any suit,  action or proceeding  based on,
arising out of, or relating to this Agreement, or any breach of this Agreement.

     13. Invalidity.
         ----------   In  the  event  that  any  provision  contained   in  this
Agreement, as between these parties, shall be determined to be invalid,  illegal
or unenforceable  in any respect for any reason,  by a final order of a court of
competent  jurisdiction,  the validity,  legality and enforceability of any such
provision  in  every  other  respect,  and  the  remaining  provisions  of  this
Agreement,  shall not be in any way impaired.  Notwithstanding the foregoing, if
any such provision  determined to be invalid,  illegal or  unenforceable  may be
valid,  legal or enforceable by  modification  thereof,  then the court may make
such  modification  as may be necessary to make such provision  valid,  legal or
enforceable.

     PLEASE READ CAREFULLY.  THIS AGREEMENT HAS IMPORTANT LEGAL CONSEQUENCES.

     14. Dispute Resolution.
         ------------------

         (a) Any  dispute or  controversy  arising under or in  connection  with
this  Agreement  shall be settled  exclusively  by  arbitration  before a single
arbitrator in New York,  New York in  accordance  with the rules of the American
Arbitration  Association  then in  effect.  The  Company  shall  pay  all  costs
(including Executive's reasonable legal fees) arising out of or relating to such
proceeding   regardless  of  the  outcome.   Judgment  may  be  entered  on  the
arbitrator's award in any court having jurisdiction; provided, however, that the
Executive  shall be  entitled to  specific  performance  of his right to be paid
pursuant to the terms hereof  during the pendency of any dispute or  controversy
arising under or in connection with this Agreement.


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<PAGE>


         (b) In  addition  to  any  rights that Executive may have as an officer
and director of the Company under the Company's  certificate of incorporation or
under any directors and officers  liability  insurance policy  maintained by the
Company,  (i) the Company  shall  indemnify  the Executive and hold him harmless
from any cost,  expense or  liability  arising out of or relating to any acts or
decisions made by him, or in the course of performing services hereunder, within
the scope of his consulting hereunder, (ii) the Company shall bear, or reimburse
the Executive  for, all legal fees  incurred by him in connection  with entering
into this  Agreement,  and shall pay all legal fees and other fees and  expenses
which the  Executive  may incur  with  respect  to  claims  arising  under or in
connection with this Agreement,  whether the Company or the Executive  initiates
an action with respect to this Agreement (regardless of the outcome thereof) and
Executive  shall not be obligated to return any such amounts  regardless  of the
outcome of such  proceeding  and (iii) in the event any suit,  claim,  action or
investigation  shall be  brought  by any  person  or entity  (including  without
limitation, the Company) against Executive in connection with this Agreement the
Company shall pay and advance to the Executive  (on a monthly  basis),  upon his
request  therefor,  all his costs and expenses of  defending  against such suit,
claim, action or investigation, including all attorneys' fees and expenses.

         (c) THE  EXECUTIVE  SHALL  NOT  BE  LIABLE  TO THE COMPANY FOR, AND THE
COMPANY HEREBY WAIVES ANY RIGHT TO CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES
ON ACCOUNT  OF ANY BREACH OR  TERMINATION  OF THIS  AGREEMENT  OR ACCOUNT OF ANY
OTHER  ACTION OR  OMISSION  OF  EXECUTIVE.  IN THE EVENT AN ACTION IS BROUGHT BY
EITHER  PARTY TO  ENFORCE  THIS  AGREEMENT,  THE  COMPANY  SHALL  PAY ALL OF THE
ATTORNEYS' FEES AND OTHER EXPENSES  INCURRED BY THE EXECUTIVE IN THE LITIGATION,
IRRESPECTIVE OF THE OUTCOME OF SUCH LITIGATION.

     15. Binding Effect; Assignment.
         --------------------------   Except  as  hereinafter  set  forth,  this
Agreement  shall be binding upon and inure to the benefit of the  Executive  and
the Company and their respective permitted successors and assigns.  Neither this
Agreement  nor any of the rights or  benefits  hereunder  may be assigned by the
Executive.  In the event the  Company  merges or  consolidates  with or into any
other  corporation  or sells or  otherwise  transfers  substantially  all of its
assets to another corporation, the provisions of this Agreement shall be binding
upon and inure to the benefit of the corporation surviving or resulting from the
merger or consolidation or to which such assets are sold or transferred.

     16. Notices and Demands.
         -------------------   All notices, demands and communications  provided
for in this  Agreement  or made under  this  Agreement  shall be in writing  and
deemed given when actually  delivered  personally,  by  facsimile,  by overnight
courier,  or by registered or certified  mail,  return receipt  requested,  with
postage prepaid, addressed in each case as follows:

         (a) To the Company:

             Continental Information Systems Corporation
             7 Mikve Israel
             Box 36351, Tel Aviv 61362 Israel
             Attention:  Chief Executive Officer


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<PAGE>


         (b) To the Executive:

             Mr. Jonah Meer
             1488 East 27th Street
             Brooklyn, NY 11210
             Fax No.  508-629-0074

or such other address or fax number as may, after the date of this Agreement, be
designated by the Executive or the Company by notice given to the other party as
the address to which communications under this Agreement shall thereafter be
delivered or mailed.

     Notices,  demands and communications  shall be deemed to have been given or
made (a) on the date delivered, if delivered personally or by facsimile;  (b) on
the next  business  day, if  delivered by  overnight  courier,  or (c) three (3)
business days after being sent, if sent by registered or certified mail,  return
receipt requested.

     17. Governing Law.
         -------------   This  agreement  has been executed and delivered in the
State of New York and its validity, interpretation,  performance and enforcement
shall be  governed by the laws of said State  without  regard to  principles  of
conflict of laws.

     18. Entire Agreement; Amendment; Waivers.
         ------------------------------------   This   Agreement,  contains  the
entire  agreement  between the parties relating to the subject matter hereof and
supersedes  any prior or other  understandings,  agreements  or  representations
relating  thereto.  This Agreement may not be amended,  modified or supplemented
except by an agreement in writing  signed by the parties  hereto.  Waiver by any
party or any breach of this  Agreement  shall not operate or be  construed  as a
continuing waiver or as a waiver of any subsequent breach.

     19. Severability.
         ------------   The  invalidity  or  unenforceability  of any particular
provision  of this  Agreement  shall not  affect  the other  provisions  of this
Agreement,  and this  Agreement  shall be  construed  in all respects as if such
invalid or unenforceable provision were omitted.

     20. Headings; Construction.
         ----------------------   The  section  and other headings  contained in
this  Agreement  are for  reference  purposes  only and  shall  not  affect  the
interpretation of this Agreement.  Whenever required by the context,  references
to the singular shall include the plural, and the masculine gender shall include
the feminine gender.

     21. ACKNOWLEDGMENT BY EXECUTIVE.
         ---------------------------    EXECUTIVE     EXPRESSLY    ACKNOWLEDGES,
REPRESENTS,  AND WARRANTS THAT EXECUTIVE HAS CAREFULLY READ THIS AGREEMENT; THAT
EXECUTIVE  FULLY   UNDERSTANDS   THIS   AGREEMENT'S   TERMS,   CONDITIONS,   AND
SIGNIFICANCE;  THAT  EXECUTIVE HAS HAD AMPLE TIME TO CONSIDER AND NEGOTIATE THIS
AGREEMENT;  THAT THE COMPANY HAS ADVISED AND URGED  EXECUTIVE TO CONSULT WITH AN
ATTORNEY CONCERNING THIS AGREEMENT; THAT EXECUTIVE HAS HAD A FULL OPPORTUNITY TO
REVIEW THIS  AGREEMENT  WITH AN ATTORNEY;  AND THAT  EXECUTIVE HAS EXECUTED THIS
AGREEMENT  VOLUNTARILY,  KNOWINGLY,  AND WITH  SUCH  ADVISE OF ANY  ATTORNEY  AS
EXECUTIVE SAW FIT.


                                       10
<PAGE>


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

                                           CONTINENTAL INFORMATION SYSTEMS
                                           CORPORATION


                                           By:    /s/ Guy Zahavi
                                                  ------------------------------

                                           Name:  Guy Zahavi
                                                  ------------------------------

                                           Title: Chief Executive Officer
                                                  ------------------------------


                                            EXECUTIVE


                                            By:    /s/ Jonah Meer
                                                   -----------------------------

                                            Name:  Jonah Meer
                                                   -----------------------------


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