EMPLOYMENT AGREEMENT
    This Agreement, is entered into in Hnifa, Israel as of December 24, 1998

                                     between

                    GENESIS DEVELOPMENT AND CONSTRUCTION LTD.
                          of 10 Hashikana Street, Haifa
                   (hereinafter referred to as "the Company")

                                       and

                                  MR. ELI ARAN
                           residing at 248 Ridge Road,
                            New City, New York 10956
                   (hereinafter referred to as "the Employee")




WHEREAS   the Company is engaged in the business of development and construction
          of private and public properties; and

WHEREAS   the Employee possesses knowledge and experience in the fields in which
          the Company is engaged; and

WHEREAS   the Employee has been engaged in the  management  and operation of the
          Company as its Chairman of the Board; and

WHEREAS   the  Company  wishes  to enter  into an  agreement  with the  Employee
          governing the terms and conditions of his employment; and

WHEREAS   the Employee is willing to be employed on the  conditions  hereinafter
          set forth;

NOW,  THEREFORE,  in consideration of the premises and mutual  agreements herein
contained  and set forth,  and for other good and valuable  consideration,  made
over by each party to the other, the receipt of which is hereby acknowledged, it
is covenanted and agreed as follows:

1.  Employment
    ----------

          The Company  hereby  employs the  Employee as Chairman of the Board of
          the  Company,  and the  Employee  shall have such  other  commensurate
          responsibilities,  duties  and  authority  as may from time to time be
          assigned to him by the Company's Board of Directors,  and the Employee
          hereby accepts such employment with the Company in accordance with the
          terms and conditions set forth in this Argreement.

2  Terms of Agreement
   ------------------

          The term of this Agreement  shall commence  January 1, 1999 and end on
          December 31, 2003,  subject to the provisions  for  termination as set
          forth in  Section  12  hereinbelow  (hereinafter  referred  to as "the
          Employment Term").


<PAGE>

3.  Obligations of the Employee
    ---------------------------

     3.1  During the Employment  Term, the Employee shall perform his duties and
          exercise his  authority  as Chairman of the Board of the Company,  and
          the  Employee  shall  have such other  commensurate  responsibilities,
          duties and  authority  as may from time to time be  assigned to him by
          the Company's  Board of Directors,  including  responsibility  for the
          operation of the Company and its daily management,  in accordance with
          the  policies,  procedures  and directors of the Board of Directors of
          the  Company,  and  subject to any  applicable  law and the  Company's
          Articles of Association.

     3.2  During the Employment Term, the Employee will devote substantially all
          of  his  productive  time,  efforts,   ability  and  attention  toward
          devotedly and fulfilling his  obligations and duties to the Company in
          accordance with the objectives of the Company,  as they are defined by
          the  Company's  Board  of  Directors,  from  time to  time.

4.  Place  of Employment
    --------------------

     4.1  The Employee's regular place of employment shall be in the area of New
          City. New York, United States of America,  and will include travel and
          periods of stay abroad according to the requirements of the Company as
          determined   by  the  Company'  s  Board  of   Directors,   and  other
          requirements  resulting from the Company being headquartered in Haifa,
          Israel.

5.  Compensation
    ------------

     5.1  Annual Salary
          -------------

               During the  Employment  Term, the Employee will be compensated at
               an annual gross base salary of U.S, $350,000 (three hundred fifty
               thousand U .S. dollars) (hereinafter:  "Base Salary"), payable in
               U.S. dollars.  The Employee's salary is subject to such increases
               during the Employment Term as may be approved at any time or from
               time to time by the Company, according to Companies Ordinance and
               the Company's Articles of Association.

               Until otherwise resolved by the Company's Board of Directors, the
               Employment  annual  salary for each year of the  Employment  Term
               shall be paid in 12 consecutive and equal monthly  payments (each
               payment for the proceeding month).

5.2  Bonus
     -----

               The Employee shall receive upon the  publication of the Company's
               annual  financial  statements for the preceding year,  commencing
               with the fiscal year  ending  December  31, 1999 and  terminating
               after  the   publication  of  the  Company's   annual   financial
               statements  for the fiscal year ending  December 31, 2003,  bonus
               compensation equal to U.S. $50,000 (fifty thousand U.S. dollars),
               payable in U.S. dollars,  for each U.S.  $1,000.000 of net income
               for such fiscal year  (determined  according to U.S.  GAAP in the
               Company's audited financial statements).

               The  exclusive  decision  as to the  amount of net  income in the
               Company's  audited  financial  statements  shall  be  made by the
               Company's  independent  accountants,  as they may be from time to
               time,  and  their  decision  shall be final  and  binding  on the
               Company and the Employee.

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<PAGE>

6.  Automobile
    ----------

     The Company shall provide the Employee with two  automobiles  of a make and
     model  similar  to that which he is using at the time of the  execution  of
     this Agreement for his exclusive use for business and personal travel.  The
     Company will pay all  expenses of  maintenance  and use of the  automobiles
     excluding  traffic  violation  fines.  The Employee's  Base Salary shall be
     grossed up so as to include any tax  applicable to the Employee  because of
     the use of the automobiles, resulting in no adverse affect on the employees
     net income.

     At the  termination  of the  employment,  the Employee shall be entitled to
     purchase such  automobiles  for a  consideration  equal to its  depreciated
     value at the Company's books.

7.  Employee's Insurance
    --------------------

     7.1  The Company will pay on the  Employee's  behalf at the Company's  sole
          cost and expense a sum equal to thirteen  and  one-third  percent ( 13
          1/3%) of the  Employee's  current  monthly  Base Salary each month for
          executives' insurance which will be allocated as follow:

          8 1/3% for a severance pay fund. 5% for a provident fund.

     7.2  The Employee  will  contribute a sum equal to five percent (5%) of his
          current  monthly Base Salary for the insurance for the provident  fund
          in accordance with custom and practice.

     7.3  The  Company  will pay at its sole cost and expense a  reasonable  sum
          equal to the percent of the Employee's  current monthly Base Salary as
          determined by the insurance company for disability insurance.

     7.4  All  payments  provided  for in  this  Section  7 will be made in such
          amounts and in such timely  fashion as to  guarantee  the Employee the
          full rights and  benefits of such  insurance  at all times  during the
          Employment Term and thereafter in accordance with law and practice.

     7.5  During the  Employment  Term,  ownership of all accounts and insurance
          policies  provided  in  this  Section  7 shall  be in the  name of the
          Company.

     7.6  Anything  contained  herein to the  contrary  notwithstanding,  if the
          employee-employer   relationship   is   terminated  by  either  party,
          including termination resulting from death or severe disability of the
          Employee  as  stated in  Section  12.2  herein,  the  accounts  and/or
          policies  provided for in this Section 7,  including the provident and
          severance pay funds,  will be released to the Employee and transferred
          to his name,  effective as of the date of such  termination,  provided
          that in cases where under Israeli  applicable law or court rulings the
          Employee is not entitled to  severance  pay the Company may choose not
          to transfer to the Employee such  severance  pay funds.  The amount of
          severance  pay to which the  Employee  shall be entitled  shall be the
          greater  of (a) the  amount  accumulated  in the  policy  account  for
          severance pay and (b) the amount  resulting from  multiplying  (i) the
          Employee's  years of service to the  Company,  by (ii) the  Employee's
          last  monthly   salary   (including   all   benefits   and   incentive
          compensation).  The transfer to the Employee of the amount accumulated
          in the policy  account for severance pay shall be in lieu of severance
          pay which the Employee is entitled to receive  from the Company  under
          the  Severance  Pay  law,  1963,   provided  that  the  Company  shall
          supplement  and pay the  Employee  any  difference  between the amount
          accumulated  in the severance pay policy and the amount he is actually
          owed as set forth in this  subsection  7.6.

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<PAGE>

     7.7  The  Employee's  Base Salary  shall be grossed up so as to include any
          tax  applicable  to the Employee  because of the benefits  included in
          this Section 7,  resulting in no adverse  affect on the Employee's net
          income.

8.  Vacation and Sick Leave
    -----------------------

     8.1  The Employee shall be entitled to an annual  vacation of one (1) month
          per year with full salary.  Annual vacations may be accumulated to the
          extent permitted by law.

     8.2  The  Employee  shall be  entitled  to one (1 ) month  per year of sick
          leave. Sick leave may be accumulated to the extent permitted by law.

9.  Expense Account and Telephone
    -----------------------------

     9.1  The Employee shall be entitled to receive payment and/or reimbursement
          of his reasonable  ordinary and necessary  business expenses which are
          incurred  by him on behalf of the Company or in the  promotion  of its
          interests  in Israel or abroad based upon  receipts for such  expenses
          delivered to the Company by the Employee.

     9.2  The  Company  shall pay the  Employee's  reasonable  telephone  bills,
          including fax and mobile phones.

     9.3  The  Employee's  Base Salary  shall be grossed up so as to include any
          tax  applicable  to  the  Employee  because  of  the  above  benefits,
          resulting in no adverse affect on the  Employee's net income.

10.  Medical Insurance
     -----------------

     The  Company  will pay in full at the  Company's  sole cost and expense all
     medical  insurance  expenses of the Employee in accordance with a customary
     medical insurance plan of the Employee's choice. The Employee's Base Salary
     will be Crossed up so as to include any tax incurred by the  Employee  with
     regard to such payment, if any.

11.  Change In Control
     -----------------

     11.1 For purposes hereof, a "change in control" shall be defined as:

               (i) The  acquisition by any  individual,  entity or group (within
          the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange
          Act of  1934,  as  amended  (the  "Exchange  Act"))  (a  "Person")  of
          beneficial  ownership  (within the  meaning of Rule 13D-3  promulgated
          under  the  Exchange  Act)  of 20% or  more of  either  (A)  the  then
          outstanding  Class A Ordinary Shares of the Company (the  "Outstanding
          Company  Common  Stock") or (B) the combined  voting power of the then
          outstanding   voting  securities  of  the  Company  entitled  to  vote
          generally  in the  election of  Directors  (the  "Outstanding  Company
          Voting  Securities");  provided.  however.  that for  purposes of this
          subsection  (i), the  following  acquisitions  shall not  constitute a
          Change of Control:  (1) any acquisition directly from the Company, (2)
          any  acquisition by the Company,  (3) any  acquisition by any employee
          benefit plan (or related trust) sponsored or maintained by the Company
          or any corporation controlled by the Company or (4) any acquisition by
          any corporation  pursuant to a transaction which complies with clauses
          (A), (B) and (C) of subsection (iii) below; or

                                       4
<PAGE>

               (ii) Individuals who, as of the date hereof, constitute the Board
          of  Directors  of the Company (the  "Incumbent  Board")  cease for any
          reason to  constitute  at least a  majority  of the  Incumbent  Board;
          provided,  however, that any individual becoming a director subsequent
          to the date hereof whose  election or  nomination  for election by the
          Company's shareholders,  was approved by a vote of at least a majority
          of  the  directors  then  comprising  the  Incumbent  Board  shall  be
          considered  as though such  individual  were a member of the Incumbent
          Board,  but excluding,  for this purpose,  any such  individual  whose
          initial  assumption  of  office  occurs  as a result  of an  actual or
          threatened election contest with respect to the election or removal of
          directors or other  actual or  threatened  solicitation  of proxies or
          consents by or on behalf of a Person other than the  Incumbent  Board;
          or

               (iii) Consummation of a reorganization,  merger, consolidation or
          sale or other disposition of all or substantially all of the assets of
          the  Company  (a  "Business  Combination"),   in  each  case,  unless,
          following such Business  Combination,  (A) all or substantially all of
          the  individuals   and  entities  who  were  the  beneficial   owners,
          respectively,  of the Outstanding Company Common Stock and Outstanding
          Company  Voting   Securities   immediately   prior  to  such  Business
          Combination  beneficially own, directly or indirectly more than 60% of
          respectively, the then outstanding Ordinary Shares (or its equivalent)
          and  the  combined  voting  power  of  the  then  outstanding   voting
          securities entitled to vote generally in the election of directors, as
          the case may be,  of the  corporation  resulting  from  such  Business
          Combination (including,  without limitation,  a corporation which as a
          result of such  transaction  owns the Company or all or  substantially
          all of the  Company's  assets  either  directly or through one or more
          subsidiaries) in substantially the same proportions as their ownership
          immediately  prior to such  Business  Combination  of the  Outstanding
          Company Common Stock and Outstanding Company Voting Securities, as the
          case may be, (B) no Person  (excluding  any employee  benefit plan (or
          related trust) of the Company or such corporation  resulting from such
          Business Combination)  beneficially owns, directly or indirectly,  20%
          or more of, respectively,  the then outstanding shares of common stock
          of the  corporation  resulting  from such Business  Combination or the
          combined  voting power of the then  outstanding  voting  securities of
          such  corporation  except to the extent  that such  ownership  existed
          prior to the Business Combination,  and (C) at least a majority of the
          members of the board of directors of the  corporation  resulting  from
          such Business  Combination  were members of the Incumbent Board at the
          time of the  execution of the initial  agreement,  or of the action of
          the Incumbent Board, providing for such Business Combination;  or (iv)
          approval by the shareholders of the Company of a complete  liquidation
          or dissolution of the Company.

     11.2 Upon the  occurrence of a Change in Control and the Company  ceases to
          use  Employee's  services  specified  in Section 3 above,  the Company
          shall pay the Employee,  or in the event of his subsequent  death, his
          beneficiary or beneficiaries, or his estate, as the case may be, a sum
          equal to the greater of the payments due for the remaining term of the
          Agreement  or three (3)  times  the  Employee's  then  current  annual
          compensation as an employee of the Company.  Such annual  compensation
          shall include any bonuses, incentive compensation,  pension and profit
          sharing  plan  benefits,  severance  payments,   retirement  benefits.
          director or committee  fees and fringe  benefits paid or to be paid to
          the  Employee  for the current  fiscal  year.  At the  election of the
          Employee,  which election is to be made within thirty (30) days of the
          Change in Control,  such  payment may be made in a lump sum or paid in
          equal monthly installments during the thirty-six (36) months following
          the  Employee's  termination.  In the event that no  election is made,
          payment to the  Employee  will be made on a monthly  basis  during the
          thirty-six (36) months following the Employee's termination.

                                       5
<PAGE>

     11.3 All  restrictions on restricted  stock of the Company then held by the
          Employee  will lapse  immediately,  incentive  stock options and stock
          appreciation  rights then held by the Employee will become immediately
          exercisable,  and any  performance  shares  or units  then held by the
          Employee will vest  immediately,  in full, in the event of a Change in
          Control.

     11.4 Upon the  occurrence  of a Change in  Control,  the  Employee  will be
          entitled  to  receive  benefits  due him under or  contributed  by the
          Company on his behalf  pursuant to any retirement,  incentive,  profit
          sharing, bonus, performance, disability or other employee benefit plan
          maintained by the Company on the Employee's  behalf to the extent such
          benefits  are not  otherwise  paid to the  Employee  under a  separate
          provision of this Agreement.

     11.5 Upon the occurrence of a Change in Control  followed by the Employee's
          termination  of  employment,  the Company  will cause to be  continued
          life, medical,  dental and disability coverage substantially identical
          to the coverage  maintained  by the Company for the Employee  prior to
          his severance,  except to the extent that such coverage may be changed
          in its  application for all Company  employees on a  nondiscriminatory
          basis.  Such coverage and payments  shall cease upon the expiration of
          thirty-six   (36)  full   calendar   months   following  the  Date  of
          Termination.

     11.6 Any and all payments to be made to the Employee  under this  Agreement
          or otherwise as a result of a Change in Control  whether in the nature
          of severance  payments,  liquidated  damage payments,  compensation or
          other payments (all of the foregoing being hereinafter  referred to as
          "Change  in Control  Payments"),  shall be made free and clear of, and
          without  deduction or withholding  for or on account of, any tax which
          may be payable under Section 4999 of the Internal Revenue (the "Code")
          Code of 1996 or similar  provision under Israeli law, now of hereafter
          imposed.  levied, withheld or assessed (such amounts being hereinafter
          referred to as the "Excise Taxes").  If notwithstanding  the foregoing
          provision.  any Excise Taxes are  withheld  from any Change in Control
          payments  made or to be made to the Employee the amounts so payable to
          the Employee  shall be  increased to the extent  necessary to yield to
          the  Employee  (after  payment of any tax which may be  payable  under
          Section 4999 of the Code, or similar  provision under Israeli law) the
          full amount  which he is entitled to receive  pursuant to the terms of
          this  Agreement  or other wise  without  regard to  liability  for any
          Excise  Taxes  and  any  other  Federal,   State,   FICA/Medicare  and
          unemployment taxes thereon, or similar Israeli measures.  In the event
          any Excise Taxes are now or hereafter imposed,  levied, assessed, paid
          or collected with respect to the Change of Contro1 payments made or to
          be made to the Employee,  Excise Taxes and any other  Federal,  State,
          FICA/Medicare  and  unemployment  taxes  thereof  shall be paid by the
          Company  or,  if paid by the  Employee,  shall  be  reimbursed  to the
          Employee by the Company upon its receipt of  satisfactory  evidence of
          such payment having been made.

12.  Termination of Agreement
     ------------------------

     12.1 In the event that the Board of  Directors  of the  Company  terminates
          this Agreement prior to the end of the Employment Term, other than (i)
          for ground entitling the Company under Israeli law or court rulings to
          terminate  this Agreement  without paying the Employee  severance pay,
          (ii) for  willful  misconduct  or acts in bad faith  performed  by the
          Employee  with respect to his  employment  to the  Company,  (iii) for
          conviction of the Employee of  committing a felony or fraud  resulting
          in adverse  financial effect on the Company,  (iv) for conviction of a
          felony involving moral turpitude or (v) pursuant to Section 11 of this
          Agreement;  the Company  shall pay to the  Employee an amount equal to
          three (3) times the Base  Salary.  At the  election  of the  Employee,
          which  election is to be made  within  thirty (30) days of the date of
          termination,  such  payment may be made in a lump sum or paid in equal
          monthly  installments  during the thirty-six (36) months following the
          Employee's  termination.  In the event no election is made, payment to
          the Employee  will be made on a monthly  basis  during the  thirty-six
          (36) months following the Employee's termination.

                                       6
<PAGE>

     12.2 In case of the death of the Employee or in case the  Employee  suffers
          severe disability preventing him from performing his duties under this
          Agreement,  this Agreement will  automatically be terminated.

     12.3 At the end of the  Employment  Term,  the Employee  shall transfer his
          position to his replacement in an orderly fashion and shall deliver to
          the Company all documents,  information and all other materials in his
          possession or that were prepared by him relating to his work up to the
          date that he ceases to be employed by the Company.

13.  Confidentiality of Information
     ------------------------------

     During the Employment Term and for all unlimited  period of time subsequent
     to the  end  of the  Employment  Term,  the  Employee  shall  preserve  the
     confidentiality  of all information  related to the business and activities
     of the Company,  and shall not reveal any such information to a third party
     of any kind.

14.  Non-Competition
     ---------------

     14.1 The  Employee  agrees that so long as he is  actively  employed by the
          Company,  and for the twelve (12) month period  following  the date of
          termination of employer-employee relationship between the Employee and
          the  Company  (hereinafter:  "the  Non-Compete  Period"),  he will not
          compete,  in person or via any other entity,  with the business of the
          Company as it is constituted from time to time.

     14.2 During the  Non-Compete  Period the Employee will not employ,  whether
          directly or indirectly,  any  individual  employed at such time by the
          Company,  nor shall he employ or  retain  the  services  of any of the
          Company's  subcontractors,  suppliers  or advisors in a way  competing
          directly  with the  business  of the  Company.

     14.3 Should any of the non-competition provisions contained in this Section
          14 be determined as  unreasonable  by an Israeli  court,  such Section
          shall not be completely cancelled,  but its terms shall be narrowed in
          a manner considered reasonable by such court.

15.  Miscellaneous
     -------------

     15.1 The  Employee  shall not have the right to  transfer  his  rights  and
          obligations under this Agreement to any third party whatsoever, except
          to a  corporation  wholly owned by the  Employee,  or any other entity
          controlled  by him, so long as the  corporation  or other entity makes
          the  Employee'  s services  available  to the Company on its behalf in
          order to fulfill the Employee's commitments pursuant to this Agreement
          and provided the Employee retains full autonomy in making  resolutions
          relating to his services to the Company.

     15.2 All of the  Employee's  Base Salary and other  payments owed to him in
          accordance  with  this  Agreement,  as they  exist  at the time of his
          death,  will  be  paid,  in the  event  of his  death,  to his  heirs,
          executors,  administrators  and/or  assigns.

                                       7
<PAGE>

     15.3 The Employee shall cooperate with the Company in all matters  relating
          to the  issuance of a key-man  life  insurance  policy  regarding  the
          Employee for the benefit of the Company.

     15.4 This  Agreement  shall be  governed  by the laws of New  York,  United
          States of America.





Dated effective this _____ of _____________, 1998.



-------------------------------             -----------------
GENESIS DEVELOPMENT AND                     MR. ELI ARAN
CONSTRUCTION LTD.


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