EMPLOYMENT AGREEMENT


     THIS  AGREEMENT,  dated as of August 15, 2003 (the  "Effective  Date"),  is
entered into between  Continental  Information Systems  Corporation,  a New York
corporation  (hereinafter  the  "Company"),  and  Guy  Zahavi  (hereinafter  the
"Executive").

     WHEREAS,  the  Executive  is to be  employed  by the  Company  as its Chief
Executive  Officer  and  will  serve as a  director  on the  Company's  Board of
Directors, and

     WHEREAS,  the Company  wishes to employ the Executive due to his experience
in the software industry, and the Executive will agree to accept employment upon
the following terms and conditions.

     NOW THEREFORE, in consideration of the mutual promises set forth herein and
other good and valuable consideration, it is mutually agreed as follows:


     1.   Employment; Duties; Term; Extent of Services
          --------------------------------------------

          (a)  Employment.
               ----------   The Company hereby employs  the  Executive,  and the
Executive  agrees to serve the  Company as its Chief  Executive  Officer,  Chief
Financial Officer and Secretary, subject to the terms and conditions hereinafter
set forth.

          (b)  Duties.
               ------   In his  capacities  as Chief Executive  Officer,  Chief
Financial  Officer and  Secretary,  the  Executive  will  perform such duties on
behalf  of the  Company  consistent  with  those  positions  of Chief  Executive
Officer,  Chief Financial Officer and Secretary  recognizing that the Company is
in a winding down stage and has no on-going  operation.  The Executive will also
serve as a member of the Board of  Directors  of the Company and agrees to abide
by the rules, regulations, instructions, personnel practices and policies of the
Company  and any  changes  therein  which may be adopted  and  delivered  to the
Executive from time to time by the Board of Directors of the Company.

          (c)  Term.
               ----   The term of employment of  the Executive shall be from the
Effective  Date  until  the  first  anniversary  thereof,   subject  to  earlier
termination upon the terms and conditions hereinafter set forth (such period, as
it  may be  extended,  is  referred  to in  this  Agreement  as the  "Employment
Period").

          (d)  Extent of Services.
               ------------------   During the Employment Period,  the Executive
will devote such amount of his time and  attention  (which will be less than his
full time) to the performance of his duties under this  Agreement,  as Executive
deems necessary or appropriate.  Nothing herein shall prevent the Executive from
holding  other  employment   positions,   serving  charities,   making  personal
investments and pursuing similar  interests of a personal nature,  so long as it
does not materially interfere with his services to the Company.
<PAGE>


     2.   Compensation.
          ------------   The Company agrees to compensate  the Executive for the
services rendered by him during his employment as follows:

          (a)  The Company shall pay the  Executive a monthly  salary of $1,000,
("Monthly  Salary").

In addition, the Executive shall receive 25% of the net revenues received by the
Company  from any sale,  transfer,  joint  venture or other  disposition  of the
Company's subsidiary T1Xpert Corp. or its assets.

          (b)  The Company will also  reimburse  the  Executive  for such meals,
travel and other business  expenses incurred by the Executive in connection with
the  Company's  business  affairs  in  accordance  with the  Company's  standard
practice.

     3.   Termination by the Company.
          --------------------------

          (a)  For Cause.
               ---------   The Company may terminate  the Executive's employment
at any time upon written notice to the Executive.

          (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 ninety (90) 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.

     4.   Termination by the Executive.
          ----------------------------   Notwithstanding  any  other  provisions
of this Agreement, the Executive shall have the right to resign at any time upon
sixty (60) days' prior written notice to the Company.

     5.   Effect of Termination  on Compensation.
          --------------------------------------   In the event that Executive's
employment  with the Company is terminated  by the Company,  or by the Executive
upon his resignation or non-renewal,  the Executive shall be entitled to receive
his salary and benefits (including any incentive  compensation)  accrued through
the date of termination or resignation.

     6.   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 arising
out  of or  relating  to  such  proceeding.  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 employment 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.

     7.   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.

     8.   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:

               7 Mikve Israel
               Box 36351, Tel Aviv 61362 Israel


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<PAGE>


          (b)  To the Executive:

               Mr. Guy Zahavi
               7 Mikve Israel
               Box 36351, Tel Aviv 61362 Israel

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.

     9.   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.

     10.  Entire Agreement; Amendment;  Waivers.
          -------------------------------------   This Agreement,  including its
Schedules,  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.

     11.  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.


      12. 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.


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<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/Jonah Meer
                                           -------------------------------------

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

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


                                     EXECUTIVE

                                            /s/Guy Zahavi
                                            ------------------------------------

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


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