Contract

drawn up and signed on Thursday, February 4, 1999

Between:       Solmecs (Israel) Ltd.
               POB 3026, Omer Industrial Park, (hereinafter:              of the
               one part  "Solmecs"),

And:           1. Text-On Ltd. (hereinafter: "Text-On"
               2. Boris Wettelmacher (hereinafter: "Boris")

               both, jointly and severally,  of 67 Haamakim Street,  Ganei Tikva
               of the other part

Whereas:       Text-On   has   declared   that  it  owns  all  the   rights  and
               technological know-how required to produce an advanced electronic
               dictionary     in    various     languages     based    on    the
               English-Hebrew-English  Oxford  model DEH 111  (hereinafter:  the
               "Product"),  continue the development  and marketing,  including,
               but not only - algorithms, chips, modules, design and assembly of
               the casing and any other component required for the production of
               units  which are  complete  and ready to be sold,  including  the
               connections it has created in respect of production and marketing
               of the Product (hereinafter: the "Rights"),

Whereas:       Boris has  declared  that the  above  Rights  are fully  owned by
               Text-On only,

Whereas:       Text-On has declared that it is the exclusive  owner of the above
               Rights in respect of the area  comprising the entire world,  with
               the  exception  of the area of the State of Israel  (hereinafter:
               the  "Territory"),  which  are  free of any  lien  and/or  rights
               whatsoever to any third party whatsoever, with the exception of a
               lien on the rights  stemming  from the existence of this Contract
               in favor of Bank Hapoalim B.M. Pardess Katz branch  (hereinafter:
               the  "Lien"),  and  with  the  exception  of  the  rights  in the
               Netherlands and Belgium  stemming from a contract  between it and
               between Romtech Electronics Ltd. of January 14, 1996, and that it
               is  authorized,  entitled and qualified to transfer the Rights to
               Solmecs, pursuant to the conditions of this Contract,


                                       1
<PAGE>


Whereas:       Text-On and Boris have  declared that they are aware that Solmecs
               is  entering  into  this  Contract  only on the  basis  of  their
               above-mentioned  declarations,  and  that in the  absence  of the
               above-mentioned  declarations Solmecs would not have entered into
               this Contract,

Whereas:       Text-On has  proposed  that Solmecs  purchase  from it the Rights
               pursuant to this  Contract and Solmecs has  consented to purchase
               them from Text-On pursuant to the conditions of this Contract,

Wherefore      the parties have declared, agreed and stipulated as follows:

1.   The Preamble to this Agreement,  including the  declarations of the parties
     which are included therein, constitutes an integral part thereof.

2.   Subject to the  fulfillment by Solmecs of all its  obligations  pursuant to
     this  Contract,  Text-On  hereby  transfers  the Rights to the complete and
     exclusive  ownership of Solmecs  which,  for the duration of the  Contract,
     shall be able to act in all matters pertaining to the Rights as though they
     were the owners thereof.

3.   Text-On and Boris hereby  undertake,  jointly and  severally,  that for the
     duration of the Agreement,  including the Waiting Period as defined in this
     Contract,  they shall not  engage,  in any manner  whatsoever,  directly or
     indirectly, themselves or by means of others, either as self-employed or as
     employees,  including  by a  corporation  or  partnership  and/or  holding,
     themselves  or by means of  others,  shares  or  management  rights  in any
     corporations  whatsoever,  in  the  production  and/or  development  and/or
     marketing and/or distribution and/or sale of electronic dictionaries of any
     type and kind in the Territory.

     In order to remove  doubt,  it is hereby  clarified  that the rights to the
     development,  production and marketing of the Product in the area of Israel
     (hereinafter:  the "Israeli Rights"), shall also remain the entire property
     of Text-On for the duration of the period of this Contract and  thereafter,
     and  therefore  both it and Boris are also  entitled  to handle the Israeli
     Rights during the existence of this Contract,  and this shall not be deemed
     a breach of contract by either party.

     In order to remove doubt, it is hereby  clarified that the  undertakings of
     Boris  pursuant to this section  shall remain valid  throughout  the entire
     period of the Agreement, including the Waiting Period, whether he continues
     to be employed by Solmecs, or whether his employment is terminated.

4.   It is agreed by the  parties  that Boris  shall be employed by Solmecs as a
     department  head  responsible  for  project  production,   development  and
     marketing of the Product, throughout the period of his employment,  subject
     to the employment


                                       2
<PAGE>


     agreement  which  shall be  signed  with  him,  which is  attached  to this
     Contract as Appendix A, and constitutes an integral part thereof.  In order
     to  remove  doubt,  it is  clarified  that this  undertaking  is one of the
     principal points of the Contract, and a breach thereof by Text-On and/or by
     Boris shall  constitute  a  fundamental  breach of the entire  Contract and
     Text-On shall not  entertain the argument that the  activities of Boris are
     not under its control and it even renounces this or any similar argument in
     advance.


5.     Boris undertakes to act industriously, diligently and faithfully in order
       to implement the assignments in accordance with the stages listed in this
       Contract and he also undertakes to make every effort, to the best of his
       ability, to promote the project which is the subject of this Contract.
       Solmecs undertakes to act zealously, diligently and industriously to
       promote the project pursuant to this Contract, and to make every effort
       for this purpose, including investing all the funds required according to
       the budget framework of the project appearing in Appendix B, and also
       making additional reasonable investments in accordance with its
       commercial considerations, and with the success of the project.


6.   It is agreed by the parties that this Contract shall be valid from the date
     of its signature onward  (hereinafter  and above:  the "Contract  Period"),
     subject to the following provisions:

     A.   Solmecs  shall be authorized  and entitled,  pursuant to its exclusive
          discretion,  to  terminate  the Contract at the end of six months from
          the date of its signature or upon  completion of Stages A and B as set
          forth below,  the later of the two, by giving the other party  written
          notice of 30 days. In order to remove doubt it is clarified  that said
          notice of contract  termination  shall also  constitute  notice of the
          termination of Boris'  employment in Solmecs,  and Boris renounces any
          argument in this matter.

     B.   In the event that Solmecs  terminates  the  Contract  pursuant to that
          stated in  subparagraph A. above, it shall be authorized and entitled,
          but not required, at its exclusive discretion,  to renew the Contract,
          including all the provisions contained therein,  within a period which
          shall not exceed six months from the date of contract termination,  as
          aforesaid  (hereinafter:  the "Waiting  Period"),  by giving the other
          party written notice.

     C.   In the  above-mentioned  Waiting  Period,  Text-On  and Boris,  and or
          persons acting on their behalf,  shall be barred from transferring the
          Rights  or part  thereof  and/or  using the  Rights  or part  thereof,
          themselves and/or by means of any third party whatsoever,  directly or
          indirectly,  unless they have received  written consent to this effect
          from Solmecs.

          Notwithstanding the  aforementioned,  it is agreed that in the Waiting
          Period  Boris  shall be  authorized  to perform  acts to  promote  the
          project, provided that these acts are fully coordinated with Solmecs.


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<PAGE>


     D.   In order to  remove  doubt it is  clarified  that  Boris  shall not be
          entitled to any salary  and/or  payment or  reimbursement  of expenses
          whatsoever during the Waiting Period.

          Notwithstanding  the  aforesaid,  it is agreed that during the Waiting
          Period Solmecs shall transfer to Text-On any amount  received from the
          overseas  sales  of  electronic  dictionaries  in  the  Hebrew-English
          version,  from the American  company  Sifrotech  Ltd.,  and shall also
          transfer to it the  royalties  pursuant to this  Contract for overseas
          sales during the Waiting Period.

     E.   In any case of cessation and/or  termination of contract as aforesaid,
          no  party  shall  be  entitled  to  any  compensation  and/or  payment
          whatsoever,    including    royalties   and/or    commissions   and/or
          reimbursement  of  expenses  and/or any other  payment of any type and
          kind,  excluding a salary and/or additional payments stemming from the
          employment agreement of Boris, until the end of the Contract Period as
          aforesaid,  also  including the period of notice  pursuant to any law,
          with the exception of payments and  royalties to which Text-On  and/or
          Boris shall be entitled for the period in which the Contract was still
          valid.

     F.   A  fundamental  breach of the  Contract  by Solmecs  shall be the only
          cause - after a written  warning  issued  fourteen  days in  advance -
          which  affords to Boris  and/or  Text-On  the right to  terminate  the
          Contract.

     G.   Complete  termination by Solmecs of the Contract in the Waiting Period
          or at the conclusion  thereof,  shall lead to a restitution to Text-On
          of all the Rights pursuant to this Contract, without any consideration
          whatsoever on its part.

7.   It is agreed by the parties that Boris is responsible for management of the
     project for the production and marketing of the Product  (hereinafter:  the
     "Project"),  which shall be implemented  in accordance  with the stages and
     objectives  as  follows,  subject to the  compliance  of  Solmecs  with the
     investment plan incumbent upon it pursuant to Appendix B:

     A.   Stage A shall apply upon signature of the Contract,  shall conclude at
          the end of four  months  from its  signature,  and shall  include  the
          complete achievement of the following objectives.

          (1)  Selection     and    purchase    of    the    rights    to    the
               English-Spanish-English  dictionary  at the highest level for use
               in the Product.

          (2)  Selection  of the best  and  cheapest  producer  to  produce  the
               Product,  management  of  negotiations  with said  producer,  and
               signature of a binding agreement by Solmecs and said producer.


                                        4
<PAGE>


          (3)  Creation of preliminary  contacts with possible  distributors  of
               the Product,  such as national  chain stores in the United States
               and Spain, including the commencement of negotiations with them.

          (4)  Production and sale of the Product in the  English-Hebrew-English
               and  English-Russian-English  versions,  which have  already been
               developed,  shall  begin in the  United  States,  subject  to the
               location of and agreement with a suitable dealer.

     B.   Stage B shall begin upon the  conclusion  of Stage A, or earlier if so
          decided by  Solmecs,  shall  conclude  within six months  from date of
          signature of this Contract, and shall contain the complete achievement
          of the following objectives:

          (1)  Completion of development and beginning of production of at least
               an English-Spanish-English  version, subject to the fact that the
               unit cost of production,  including  cost of royalties  therefor,
               does not exceed $ 32.

          (2)  Upon  completion  of  negotiations   with  the   distributors  as
               aforesaid in Stage A actual sales shall begin.

          (3)  It is agreed by the parties that the desired  objective is a cost
               to the distributor at the end of Stage B of $ 55 per unit.

     C.   It  is  agreed  by  the  parties   that  the  budget   framework   for
          implementation  of the  objectives  contained  in Stage  A,  including
          Boris' salary, shall not exceed US$ 39,000 (thirty nine thousand).

     D.   It  is  agreed  by  the  parties   that  the  budget   framework   for
          implementation  of the objectives  contained in Stage B, including the
          salary of Boris, shall not exceed US$ 20,000 (twenty thousand), and in
          any event, the total cost of the two  above-mentioned  stages together
          shall not exceed US$ 59,000 (fifty nine  thousand)  (hereinafter:  the
          "Total Cost").

     E.   Text-On and Boris hereby  declare  that it is possible,  and that they
          shall make every effort,  to implement and complete the  objectives in
          the two  stages in the Total  Cost  framework  and that in any  event,
          Boris is not authorized to commit vis-a-vis any third party whatsoever
          to amounts  deviating  from the Total Cost and/or  which are liable to
          cause such a deviation  and/or  deviate from the cost budgeted for any
          objective  unless prior written consent thereto has been received from
          Solmecs.  The budget for the Project  investments is attached herewith
          as Appendix B and constitutes an integral part of this Contract.

     F.   Notwithstanding  the  aforementioned,  it  is  agreed  that  with  the
          conclusion  of  Stage A  Solmecs  shall be  authorized  to  perform  a
          situation  assessment  in  relation  to  the  status  of  each  of the
          objectives determined for


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<PAGE>


          implementation  in Stage A and to decide whether it wishes to continue
          with  Stage  B,  both  in  terms  of  implementation  of the  Stage  B
          objectives,  and in terms of its investments in the  implementation of
          Stage B. Should the situation  assessment indicate that implementation
          of the objectives  was lower than required  pursuant to this Contract,
          Solmecs  shall be  authorized  to terminate  the Contract with written
          notice of 30 days, and in such a case, all the provisions set forth in
          Section 6 above shall apply to the  termination  of the  Contract,  as
          though the Contract had been terminated at the conclusion of Stage B.

     G.   Solmecs  shall make the amounts set forth in the budget  framework for
          Stage  A  and  Stage  B  available  to  the  Project  and  shall  make
          investments  at its  expense,  until the  complete  conclusion  of the
          stages,  subject to the provisions set forth above,  and in accordance
          with  the  payment  dates as shall be  required,  pursuant  to  actual
          implementation  of the  operations  linked to the  achievement  of the
          objectives.

     H.   All the amounts  cited in this Contract in US dollars shall be paid in
          NIS or foreign currency, pursuant to the representative rate of the US
          dollar in Israel, or according to the exchange rate known in Israel of
          the US dollar and the currency in which payment is made, all according
          to the knowledge  available  when payment is actually made, and do not
          include VAT.

     I.   Notwithstanding  the  aforesaid,  it is clarified  that Boris'  salary
          shall not be linked to the rate of the dollar but shall be paid in NIS
          and linked to the cost of living increments as set forth below.

8.   It is  agreed  by the  parties  that the work of Boris in  Solmecs  and the
     personal  implementation  by him of  Stage A and  Stage  B in the  Contract
     Period  constitutes  a basic  undertaking  pursuant to this Contract and it
     constitutes an undertaking of personal  service on his part, an undertaking
     which may not be  transferred  and/or  assigned  and/or  implemented by any
     third party whatsoever, unless with the prior written consent of Solmecs.

9.   It is hereby  agreed  that  should  Boris fail to fulfill  his  undertaking
     pursuant to the  employment  agreement  and/or  pursuant  to this  Contract
     and/or  in  the  event  that  he  is  barred  from   fulfilling  his  above
     undertaking,  both for reasons  dependent on him and for reasons  which are
     not  dependent  on him,  whether on a  permanent  basis or  whether  for an
     allotted period exceeding 30 days,  Solmecs shall be authorized to take any
     measures it deems  necessary to continue  and promote the Project,  without
     prejudicing the rights of Text-On to royalties pursuant to this Contract.

10.  It is agreed that the  employment  by Solmecs of Boris shall be pursuant to
     the employment contract in Appendix A, the principal points of which are:

     A.   A monthly  salary  deriving  from the  employer's  cost of NIS  17,000
          (seventeen thousand) including all the social benefits pursuant to any
          law, including severance pay if entitled thereto.  Boris' salary shall
          be linked to


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<PAGE>


          the cost of living increments which shall be paid during the period of
          his  employment.  It is agreed  that the  parties  shall  discuss  the
          above-mentioned salary of Boris once a year.

     B.   A company car, of a private or commercial type, with a 1600 cc engine,
          which  shall be owned by  Solmecs,  or a rented  car,  all as shall be
          decided  by  Solmecs,  including  all the  expenses  linked to the use
          thereof,  with the  exception of income tax  applicable to an employee
          receiving a car from his employer.

     C.   Complete  reimbursement of telephone  expenses in Boris' house up to a
          ceiling of NIS 800 per month, including VAT. Income tax which shall be
          due from Boris for this payment,  if applicable,  shall be paid by him
          and deducted from his salary.

     D.   Solmecs shall  provide Boris with a cellular  telephone on its account
          and shall pay all its operating expenses.

     E.   Solmecs  undertakes to employ Boris as aforementioned  for a period of
          not less than 24 months from date of  commencement  of his employment,
          and Solmecs shall be  authorized,  from this date, at its  discretion,
          not to  continue  his  employment.  In  order  to  remove  doubt it is
          clarified that  cessation of the work of Boris as aforesaid  shall not
          prejudice  the rights of Solmecs  pursuant to this  Contract and shall
          not  prejudice  the right of Text-On  to  royalties  pursuant  to this
          Contract.

11.  It is agreed by the  parties  that the  programming  work  entailed  by the
     Project shall be performed by the programmers of Solmecs and/or of Text-On,
     and the cost of the work,  as it appears in Appendix B, shall be covered by
     investments of Solmecs in the Project.

12.  Text-On shall be entitled to royalties  from sales of the Product  pursuant
     to this Contract,  subject to the full  implementation of its undertakings,
     and subject to the  realization  of the  declarations  of Boris pursuant to
     this Contract, (hereinafter: the "Royalties"), as follows:

     A.   5 (five)  percent  of the sales  made  during  the first six months of
          Product  sales.  It is agreed by the parties  that in this  subsection
          exclusively, only sales of products developed or whose development was
          completed  after  signature of this  Contract,  shall be considered as
          "sales".

     B.   10 (ten)  percent of the sales made from the  seventh  month after the
          commencement of sales and until the date on which total Royalties paid
          to Text-On reach US$ 250,000 (two hundred and fifty thousand).

     C.   After Text-On has been paid royalties amounting to the above-mentioned
          US$ 250,000, Solmecs shall continue to pay it royalties at a rate of 3
          (three)


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<PAGE>


          percent of the volume of sales cumulative until a sales ceiling of US$
          3 million,  and royalties at a rate of one percent for sales above US$
          3 million.

     D.   Notwithstanding the  aforementioned,  it is agreed by the parties that
          royalties  as  aforementioned  in this Section 12,  including  all its
          subsections,  shall be paid to Text-On only until  fifteen  years have
          elapsed  from date of  signature of this  Contract  (hereinafter:  the
          "Royalties  Period")  and any sale  which is made after the end of the
          Royalties  Period shall not entitle  Text-On to  royalties  and/or any
          other payment.

     E.   In order to remove doubt it is hereby  clarified that after the end of
          the Royalties  Period Solmecs shall also have  exclusive  ownership of
          the rights without this being cause to make any payment  whatsoever to
          Text-On or any person acting on its behalf,  and Text-On renounces any
          argument in this matter.

     F.   Notwithstanding the  aforementioned,  it is agreed by the parties that
          since Text-On has invested time and resources in the  development  and
          marketing in Italy of an  English-Italian  version of the product,  in
          the event that the Product is sold in Italy,  the first  profits  from
          these  sales  shall be used to  reimburse  the  expenses of Text-On as
          aforesaid,  in a definitive,  agreed and absolute amount of US$ 11,330
          (eleven thousand three hundred and thirty).

     G.   The Royalties shall be calculated on the basis of sales,  before VAT -
          including the VAT  applicable by the local  authority and national tax
          authorities  to sales - and they  shall be paid to  Text-On  in Israel
          plus VAT, pursuant to the law and against a tax invoice.

     H.   It is agreed by the parties that  Solmecs  retains the right to offset
          against any amount which it is supposed to pay to Text-On as royalties
          pursuant to this  section,  any amount to which it is entitled  and/or
          shall be  entitled  in the  agreement  period for agreed  compensation
          and/or for a lawful charge  stemming from a breach of this Contract by
          Text-On  and/or  Boris  and/or  expenses  and/or  damages  incurred by
          Solmecs  as a result of the  requirement  for it to act to remove  any
          kind  of  impediment  whatsoever  relating  to the  use of the  Rights
          pursuant to this Contract.


13.  Text-On  undertakes,  further to its above  declarations,  that there is no
     impediment  whatsoever  to the  transfer  to  Solmecs of the Rights in full
     without  any  restriction,  to  remove,  within  10 days at the  most,  any
     impediment  to the  full use by  Solmecs  of the  Rights  which  have  been
     transferred  to it pursuant to this  Contract,  including  cancellation  of
     injunctions  and/or any other injunction,  if issued,  including removal of
     any lien,  if  imposed,  with the  exception  of a lien  stemming  from the
     obligation  assumed by Solmecs toward the holder of the lien. Text-On shall
     bear any expense  required to remove any  impediment as aforesaid,  if any,
     and it  undertakes to compensate  Solmecs,  upon its first demand,  for any
     amount billed to Solmecs  according to the law or that it shall incur if it
     initiates removal of said impediment.


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<PAGE>


     The  parties  declare  that they are  aware  that Bank  Hapoalim  B.M.  has
     consented to remove the lien  encumbering the Rights against a lien on this
     Contract  in its  favor,  as set forth in the  letter of the Bank  attached
     herewith as Appendix C of this Contract, and that the lien on the rights of
     Text-On  pursuant  to this  Contract  should  not be  viewed as any kind of
     impediment  to the  transfer to Solmecs of the Rights  and/or to the use by
     Solmecs of the Rights which have been  transferred to it, unless  otherwise
     stated in this Contract.

14.  Without  derogating from all the  aforementioned,  it is hereby agreed that
     Text-On shall be responsible for any damage  incurred by Solmecs  following
     any impediment  whatsoever,  linked directly  and/or  indirectly to Text-On
     and/or Boris,  regarding the  possibility  of making full use of the Rights
     without  any  restriction  whatsoever,  upon the  first  written  demand of
     Solmecs.

15.  It is agreed that Solmecs is entitled to receive the payments which Text-On
     shall owe by virtue of that  stated in  Sections  13 and 14 above,  only by
     offsetting  against the  Royalties  which will be to the credit of Text-On,
     and not in any other manner.

16.  After the end of Stage A and Stage B or at the end of six months  from date
     of  signature  of this  Contract,  the later of the two,  Solmecs  shall be
     authorized  to implement  the Project,  but shall not be required to do so,
     all  subject to that stated in Section 6 above.  It is further  agreed that
     Solmecs is entitled to implement the Project  and/or part  thereof,  either
     itself or by means of a third party and/or by means of another  corporation
     which it shall set up, and it is authorized  to assign its rights  pursuant
     to this Contract,  in full or in part, to any third party whatsoever and/or
     to the  corporation  as  aforesaid,  including its right to the services of
     Boris as aforementioned in this Contract, and in the contract of employment
     which  shall be  signed  with him by  Solmecs  prior to  signature  of this
     Contract,  provided that the rights of Boris and/or of Text-On  pursuant to
     this Contract are not prejudiced.

     Cancellation of the Contract by Solmecs,  whether by means of a fundamental
     breach,  or whether in keeping  with its right  pursuant to this  Contract,
     shall lead to the mutual and simultaneous  cancellation of the undertakings
     of Text-On and Boris pursuant to this Contract.

     Notwithstanding the aforementioned it is agreed that as long as Text-On has
     a lien on this  Contract  in  favor of Bank  Hapoalim  B.M.,  Pardess  Katz
     branch,  Solmecs shall be barred from assigning or transferring  its rights
     in any  manner  whatsoever  pursuant  to the  Contract  to any third  party
     whatsoever,  excluding the restitution  thereof to Text-On,  unless written
     approval thereto is received from Bank Hapoalim B.M.

17.  It  is  agreed  by  the  parties  that  should  Boris  be  transferred  for
     employment,   pursuant   to  this   Contract,   to  another   employer   as
     aforementioned in Section 16 above, this shall not be deemed an exchange of
     employers and shall not afford Boris any right  afforded,  pursuant to this
     Contract  and/or  pursuant  to any law,  to an employee as the result of an
     exchange of employers, provided that the


                                       9
<PAGE>


     conditions of his employment  pursuant to his  employment  contract are not
     prejudiced.


18.  It is agreed by the  parties  that should  Solmecs  wish to sell its rights
     pursuant  to  this  Contract  and/or  part  thereof,  to  any  third  party
     whatsoever,  Text-On shall have a preferential right to purchase the rights
     from  Solmecs  provided  that  its  proposal  is not  inferior  to the best
     proposal received by Solmecs in regard to this matter.

19.  It is agreed by the parties that a breach of a fundamental  undertaking  in
     this Contract,  whether by Solmecs or whether by Text-On (hereinafter:  the
     "Breaching Party"), shall oblige the Breaching Party to pay the other party
     (hereinafter:  the "Injured Party"), compensation in a definitive,  decided
     and agreed amount without the need for proof of any damage  whatsoever from
     the Injured  Party,  an amount equal in NIS to US$ 60,000 (sixty  thousand)
     (hereinafter: the "Agreed Compensation"),  all subject to the following two
     provisions:

     (1)  That the fundamental  breach of the contract by Boris is regarded as a
          fundamental breach of the contract by Text-On.

     (2)  That collection of the Agreed Compensation from Text-On, insofar as it
          shall be due, shall be made only by offsetting of the royalties  which
          shall be ascribed to its credit pursuant to this Contract.

     The  undertakings  of the parties as stipulated  in this Contract  shall be
     determined as fundamental  undertakings  in the matter of this section,  as
     follows:  declarations of the parties in the Preamble of the Contract,  the
     undertakings in Sections 2, 3, 4, 6, 7, 12, 13.

20.  It is agreed and  clarified  that the right to the Agreed  Compensation  as
     aforementioned,  contains  nothing  to  prejudice  the  right of any  party
     injured by a breach of this Contract, to compensation for damage it incurs,
     over and above the  Agreed  Compensation,  in  accordance  with its  rights
     pursuant to the Contract and pursuant to any law.

21.  It is agreed by the parties that the ledgers of Solmecs and/or of any third
     party or other  corporation to which the rights of Solmecs pursuant to this
     Contract shall be assigned, approved by an auditor of Solmecs or of a third
     party and/or of said corporation,  shall constitute  evidence in the matter
     of calculation of the Royalties  pursuant to this Contract,  subject to the
     right of Text-On  to have the  relevant  ledgers  examined  by an  examiner
     acting on its behalf.

22.  It is agreed by the  parties  that any  conflict  which  shall arise in the
     matter of execution of this Contract and/or any of the conditions contained
     therein,  shall be brought  for  resolution  by a single  arbitrator  to be
     appointed  with the consent of both parties.  The  arbitrator  shall not be
     subject to the laws of evidence but shall be subject to substantive law and
     his decision shall be binding. The arbitrator shall


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<PAGE>


     determine his salary and which party shall pay it. This section constitutes
     an arbitration agreement pursuant to the Arbitration Law, 5728 - 1968.

23.  In  the  absence  of  agreement  to the  appointment  of  said  arbitrator,
     jurisdiction shall be awarded to the competent Beersheba Court.

24.  Any  notice  sent by one party to the other  shall be sent in  writing  and
     shall be  considered  as having been received by the second party within 48
     hours from  dispatch by  registered  mail,  and if delivered by hand - upon
     delivery.

In witness whereof the parties have set their hands:


                 Signed: (-) Solmecs                      Signed (-) Text-On

               /s/[ILLEGIBLE]                             /s/ Boris Wettelmacher
             ----------------------------                 ----------------------
             Stamp: Solmecs (Israel) Ltd.                 Stamp: Text-On Ltd.
                Telephone: 07-6900950

                                                          Signed Boris
                                                          /s/ Boris Wettelmacher
                                                          ----------------------
                                                              Boris Wettelmacher
                                       11