AGREEMENT

          Made in Petach-Tiqwa as of the .. day of ............, 199..



                       BETWEEN     CASDIM SOFTWARE SYSTEMS LTD.
                                   R.N. 51-109719-8
                                   of 5 Ha'ofan Street, Petach-Tiqwa
                                   (hereinafter referred to as "the Seller")
                                   of the first party


                  AND BETWEEN      C.I.S. CLINICAL INFORMATION SYSTEMS LTD.
                                   R.N. 51-187451-3
                                   of 5 Ha'ofan Street, Petach-Tiqwa
                                   (hereinafter referred to as "the Purchaser")



WHEREAS             on the 10yh day of March,  1994, the Seller has submitted to
                    the Israeli  Patent  Registrer  an  application  to register
                    patent no.  108935,  concerning  an  information  system and
                    multimedia terminal;


AND WHEREAS         the Seller is interested in selling to the Purchaser all its
                    rights connected with the application,  the patent that will
                    be registered  and the invention  forming the subject of the
                    application  and  /or  the  Patent,  and  the  Purchaser  is
                    interested in purchasing  all the rights as above  indicated
                    from the Seller;


                    Thus it was  declared,  termed and agreed by the  parties as
                    follows:


     1.   The preamble to this Agreement forms an integral part thereof.

     2.   The Seller  hereby sells to the  Purchaser  and the  Purchaser  hereby
          purchases form the Seller the entire rights connected with the Patent.

     3.   The Patent as in its meaning  within this  Agreement  is that which is
          the subject of the application to register a Patent no. 108935.





<PAGE>


                                      - 2-

     4.        4.1  In  consideration  for the complete  fulfillment  of all the
                    Seller's  obligations  under this Agreement and the transfer
                    of the full rights to the Patent with all that this  entails
                    to the  Purchaser,  the  Purchaser  shall pay the Seller the
                    amount  of  $500,000 - (five  hundred  thousand  US  Dollars
                    (hereinafter referred to as "the Consideration").

               4.2  The Consideration shall be paid in NIS at the representative
                    rate of the exchange of the Dollar that will be known on the
                    day each payment is made.

               4.3  The  Consideration  shall  be paid on the  dates  and in the
                    installments that are to be agreed between the parties,  but
                    not later than the lst of June, 1995.

     5.   The  ownership  of the Patent with all that this  implies  and/or that
          arises  out of it  shall  be  transferred  to the  Purchaser  only  on
          completion of payment of the Consideration as stated in clause 4.

     6.   The Purchaser  shall be entitled to continue with the  proceedings for
          registration  of the  Patent  and also to  register  the Patent in any
          country whatsoever, at its discretion.

     7.   The  Purchaser  shall,  at its sole  discretion,  be entitled to allow
          others to participate  and/or to transfer to others,  either in Israel
          or outside Israel,  its rights in accordance with this Agreement or in
          accordance with any law, for consideration and/or without it.

     8.   Subject to the provisions of clause 5 above,  the Seller shall not, at
          any time,  have any  rights in the Patent  with all that is  connected
          with  and/or  arises  from it and it shall not be entitled to make any
          demand  and/or  claim to the  Purchaser  and/or  [to] any third  party
          whatsoever in connection with the aforesaid Patent concerning the past
          and/or the future.

     9.        9.1  The parties  shall sign any document  and appear  before any
                    person,  company  and/or  authority,  either  in  Israel  or
                    outside  Israel in order with the utmost  efficiency  to put
                    into effect the provisions of this Agreement  providing only
                    that the Purchaser  shall bear all the Seller's  expenditure
                    that  shall be caused to the latter in  according  with this
                    clause.




<PAGE>


                                      - 3-

               9.2  Without  detracing  from the provisions in clause 9.1 above,
                    the parties  shall,  at the time of signing this  Agreement,
                    sign a bill of  transfer  of the  rights  under  the  patent
                    application [to be] phrased as hereto appended.



     10.  A party that shall be in breach of its undertakings  according to this
          Agreement  shall pay the party  fullfilling  [the  same]  compensation
          agreed in advance  amounting to $50,000-  (fifty  thousand US Dollars)
          and this without  detracing from the  fulfilling  party's right to any
          additional compensation under any law.


     11.  Any  notification  sent by one party to the  other  shall be deemed to
          have  reached its  destination  with  delivery by hand and/or after 72
          hours  from the  moment it has been  handed  in to any post  office in
          Israel  and of its  dispatch  by  registered  mail,  according  to the
          addresses indicated in the heading to this Agreement.





                    IN WITNESS  HEREOF,  THE PARTIES SET FORTH THEIR HAND AT THE
                    ABOVE TIME AND PLACE



        __________                                               _____________
        THE SELLER                                               THE PURCHASER