Personal
      Employment Agreement

    


    Made
      and
      entered into in LOD on this 23rd day
      of
      November 2000

    


    
      	
              By
                and between: 

            	
              Marconi
                Communications Israel Ltd'

              (hereinafter:
                the " Company")

            
	
              of
                the first part

            	 	 
	 	 	 
	
              and

            	
              Uzi
                Shalev

            
	 	
              of
                -19 Rotem St, Reut

            
	 	
              (hereinafter:
                " Employee ")

            


    

    


    of
      the
      second part

    


    
      	
              Whereas

            	
              the
                company engages in the field of designing, developing, marketing
                and
                supplying communications devices; and

            
	 	 
	
              Whereas

            	
              the
                company wishes to engage Employee in the position of Vice President,
                Research & Development, on the terms and conditions set forth herein;
                and

            
	 	 
	
              Whereas

            	
              Employee
                declares that he has the requisite qualifications, expertise and
                experience in order to fulfill the position and he hereby accepts
                employment by the Company to serve in the above position, on the
                terms and
                conditions set forth herein'

            


    

    


    NOW,
      THEREFORE, the parties hereby declare, covenant and agree as
      follows:

     

    
      	1.	
              Interpretation
                and Preamble

            


    

    


    
      	1.1	
              The
                preamble, and any schedule attached hereto, is incorporated into
                the
                body
                of this Agreement and shall be an integral part of this Agreement.
                In
                the
                event of a conflict between the Schedule and this agreement the
                Schedule
                shall govern.

            


    

    


    
      	1.2	
              Captions
                and headings are for convenience of reference only and shall not
be
                deemed relevant to any interpretation of this
                Agreement.

            


    

    


    
      	2.	
              Employee’s
                Warranties and
                Undertakings

            


    

    


    
      	2.1	
              Employee
                warrants that there is no legal or other impediment to his entering
                into
                this Agreement and that he is not a party to any agreement or undertaking
                that is or shall in the future be contrary to this Agreement and
                the
                Employee's obligations to the
                Company.

            


    

    


    
      	2.2	
              the
                parties agree that the Company shall not be liable and responsible
                for
                any
                claims, demands, actions, cause of action, damages, losses, costs,
                liability
                or expenses (including legal fees) which are made or brought in
                respect
                of, as a result of, or arising out of any third party claim regarding
                Employee’s
                former employment.

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    
      	3.	
              Employment

            


    

    


    
      	3.1.	
              Employee's
                position shall be Vice President, Research & Development and
                this
                shall include al1the responsibilities involved in this position,
                as
                defined by
                the Company's Chief Executive Officer ("CEO") and the Board of
                Directors.

            


    

     

    
      	4.	
              Scope
                of the Position

            


    

    


    
      	4.1.	
              The
                Employee undertakes to fulfill his position with devotion and fidelity
                and
                to invest all his business time, talents, knowledge, ability, experience
                and
                energy to fulfilling the position and advancing the Company's
                interests.

            


    

    


    
      	4.2	
              During
                the Term of the Agreement, Employee shall be available for work at
                all
                reasonable times, according to the Company's needs and requirements
                and
                shall not engage in any other employment, directly and/or indirectly
                and/or
                through companies with or without payment, of any nature, or in any
                work
                or other employment, unless he has obtained prior written consent
                from
                the company's CEO or the Board of
                Directors.

            


    

    


    
      	4.3	
              The
                duties and responsibilities of the Employee hereunder are of an
                administrative
                nature and/or require a special degree of personal confidence,
                within
                the meaning of the Hours of Work and Rest Law, 5711-1951.
                (hereinafterter:
                the "Work Hours Law"). As such, the provisions of the Work Hours
                Law shall not apply to this Agreement and the Employee shall not
                be
                entitled
                to any additional remuneration on account of his work for the company,
                including overtime, apart from the remuneration detailed in this
                Agreement.

            


    

    


    
      	4.4	
              Employee
                shall at all times during the term of this Agreement be subject to
                the
                supervision and direction of the CEO and the Board of Directors,
                and
                shall
                obey and carry out all lawful instructions, directions, rules and
                policies
                adopted
                by the CEO and the Board of Directors, pertaining, inter alia, to
                the
                manner
                of executing the work, work procedures, discipline, conduct,
                etc.

            


    

    


    
      	4.5	
              Employee's
                usual place of work shall be at the company's offices, but it is
                clear
                to Employee and agreed by him that:

            


    

    


    
      	
            	4.5.1	
              The
                Company's requirements and specific projects may require him
                to leave his usual place of work from time to time and also to
                work outside the borders of Israel for limited periods of
                time;

            


    

    


    
      	
            	4.5.2.	
              Employee
                shall not be entitled to additional consideration or any Other
                right from the Company inconsequence of his leaving his usual
                place of work within the context of his
                employment.

            


    

    


    
      	
            	4.5.3.	
              Employee
                shall be entitled to a reimbursement of expenses Incurred
                for purpose of performing his position including expenses
                incurred when on business on behalf of the Company in
                lsrael and abroad, in accordance with the Company’s
                instructions.

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    
      	5.	
              The
                Salary and Incentive
                Arrangements

            


    

    


    
      	5.1	
              In
                consideration for Employee's work at the company, the company shall
                pay
                the Employee a gross ("brutto") monthly salary in the amount of 50,000
                New
                Israeli Shekels ("NIS") which amount includes any remuneration for
                overtime
                work, and from which the company shall deduct any income tax, national
                insurance and medical insurance, and any other deductions customarily
                payable by employees or as required by law (hereinafter the "Salary").

            


    

    


    
      	5.2	
              The
                salary shall be subject to adjustment by the company in accordance
                with
                the Consumer Price Index ("CPl')' The parties agree that such adjustment
                constitutes sufficient compensation for an erosion of theEmployee's
                salary and accordingly the Employee shall not be entitled to any
                other
                increment or compensation in respect of an erosion of his salary.
                The
                basic
                CPI is the CPI which is published and known at the date of the
                commencement
                of this Agreement'

            


    

    


    
      	5.3	
              The
                Salary shall be paid each month, by no later than 7 days after the
                end of
                the
                calendar month, into such account as the Employee shall inform the
                Company.

            


    

    


    
      	5.4	
              Employee
                shall only be entitled to 12 salaries each
                year.

            


    

    


    
      	5.5	
              Once
                a year, on 1st July, or such other date as the Company shall consider
                appropriate,
                the Company will review Employee's performance and salary. Any
                Salary increase shall be in the sole discretion of the company, with
                reference
                to both the Company's performance and Employee's personal achievements.

            


    

    


    
      	5.6	
              In
                addition the Employee shall be entitled to participate in the Marconi
                Annual
                Executive Incentive Plan.

            


    

    


    
      	6.	
              Executive
                Insurance Program

            


    

    


    
      	6.1	
              The
                Company and the Employee intend that the current executive Insurance
                shall
                be continued. For such purposes, the company shall make provisions
                each
                month of 13.33% of the Salary amount according to the following
                apportionment:

            


    

     

    
      	
            	6.1.1.	
              5%
                the saving component.

            


    

    


    
      	
            	6.1.2.	
              8.33%
                for the severance pay component.

            


    

    


    
      	
            	6.1.3	
              In
                addition the company shall make provision of the amount of up
                to 2.5% of the Salary for the loss of earnings capacity component
                (all together: the "Employer's
                Payments")

            


    

     

    
      	6.2.	
              In
                addition, the company shall deduct 5% savings component from the
                Employee’s salary,
                which it shall remit to the Executive Insurance Policy together
                with the Employer's Payments.

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	6.3	
              Upon
                the termination of the Agreement for whatever reason, save for
                termination
                as provided in Section 10.4 below, the Company shall arrange that
                the funds deposited by the Company pursuant to the Executive Insurance
                policy shall be transferred to Employee together with any interest
                or
                linkage difference earned hereto. Such transfer shall be deemed payment
                of
                the full severance pay in respect of the period of the Employee's
                employment
                with the Company, pursuant to section 14of the Severance Pay Law.5723-1963.

            


    

    


    
      	7.	
              Continuing
                Study Fund

            


    

    


    The
      Company shall make provisions of the following amounts to a Continuing Study
      Fund
      that
      is recognized for tax purposes:

    


    7.5%
      of
      the Salary, up to the ceiling recognized for tax purposes shall be paid by
      the
      Company.

    


    2.5%
      of
      the Salary, up to the ceiling recognized for tax purposes shall be deducted
      by
      the Company from the Salary and remitted by the Company.

    


    
      	8.	
              Annual
                Leave. Sickness and Military Reserve
                Service

            


    

    


    
      	8.1	
              Employee
                shall be entitled to paid annual leave of 21days net (not including
                Fridays,
                Sabbaths and holidays) for each year of the Employee’s Employment
                ((“Normal Leave Days”). The Employee's leave dates shall be coordinated
                with Employee’s supervisor.

            


    

    


    
      	8.2	
              Employee
                shall be entitled to redeem his leave, or part thereof, with money
                from
                time to time, subject to Company
                approval.

            


    

    


    
      	8.3	
              Employee
                shall only be entitled to accrue Normal Leave Days over a 2 year
                period.

            


    

    


    
      	8.4	
              Employee
                shall be entitled to receive consideration in respect of an actual
                period
                of sickness up to 14 calendar sickness days a year, and they shall
                not
                be
                deemed as leave days as defined in Section 8'1
                above.

            


    

    


    
      	8.5	
              The
                Employee shall be entitled to receive the full consideration for
                the
                period
                during which he is on military reserve service, subject to him giving
                the
                company all the necessary documents to obtain the maximum possible
                amount
                from the National Insurance Institute in respect of the military
                reserve
                service period.

            


    

    


    
      	9.	
              Motor
                Vehicle

            


    

    


    The
      company shall provide Employee with a motor vehicle for his use throughout
      the
year,
      of
      such model and year of manufacture as the company shall decide' All the
motor
      vehicles maintenance shall be paid by the Company, including the grossing up
      of
      the
      tax applicable in respect of the value of providing the motor vehicle as
      aforesaid.


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	10.	
              Term
                and Termination of the
                Agreement

            


    

    


    
      	10.1	
              The
                Company undertakes to engage the Employee for an indefinite term
                commencing
                from the Effective Date and until a Termination event as set out
                in this Paragraph (hereinafter: the "Term of the
                Agreement").

            


    

    


    
      	10.2	
              The
                parties agree that each party may bring this Agreement to an end,
                with
                or
                without cause, on the terms and conditions contained
                herein.

            


    

    


    
      	10.3	
              In
                the event that the Company elects to terminate this Agreement without
                cause,
                it shall give Employee advance notice in writing of a period of 6
                (six)
                months.
                The company may, in lieu thereof, pay Employee a sum equal to the
                salary for the notice period, less the amount of salary actually
                paid to
                Employee
                for the period between the date of the notice of termination and
                the
                date the termination takes effect (hereinafter: the "Termination
                Date").
                Any
                amount paid to the Employee hereunder in lieu of advance notice shall
                be
                in addition to moneys received, if any, under the Executive Insurance
                Program
                or other severance pay that maybe payable. In the event that the
                Company
                terminates Employee's employment, it may order him not to report
                for work, with immediate effect or effective from any other date
                as
                shall
                be decided upon during the period of the prior notice, without
                derogating
                from the company's obligation to pay his salary during the period
                of the prior notice.

            


    

    


    
      	10.4	
              In
                the event that the Company elects to terminate this Agreement for
                cause,
                it
                may do so immediately without advance notice. The Company may . terminate
                Employee's employment for ''cause” 'upon the occurrence of one
                or
                more of the following:

            


    

    


    
      	
            	10.4.1.	
              Employee
                has committed any act of moral turpitude or dishonesty,
                including but not limited to theft, fraud, embezzlement,
                breach of trust or fiduciary duty, in connection with
                the Company or any of its Affiliates, customers, suppliers and/or
                service Providers;

            


    

    


    
      	
            	10.4.2.	
              Employee
                is found by the company to have been in willful neglect
                of his duty hereunder or Employee commits any material breach
                of this Agreement other than a breach which is capable of
                remedy and is remedied forthwith by the Employee at the Company's
                request;

            


    

    


    
      	
            	10.4.3.	
              Employee
                is arrested or convicted for the commission of any crime
                involving an act of moral turpitude or dishonesty;
                or

            


    

    


    
      	
            	10.4.4.	
              Employee
                has violated the restrictions set out in this Agreement herein
                regarding confidentiality, inventions, work product, and/or
                non-competition
                (Sections12,13,14).

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	10.5	
              In
                the event that Employee elects to terminate this Agreement, he shall
                give
                advance
                written notice to the Company of a period of 6 (six)
                months.

            


    

    


    
      	10.6	
              Upon
                termination of this Agreement for any reason, on or before the
                Termination
                Date the Employee shall immediately return to the company Any
                equipment, documentation materials, Confidential Information or any
                other
                items furnished to him by the Company, any Affiliate, customer or
                supplier,
                as well as all other items, documents and materials as required in
                Section
                12.3.2 hereunder. The Employee shall also confirm in writing that
                he
                does not possess or hold any equipment, documentation, materials,
                confidential
                Information or any other items advanced to him by the Company
                or its Affiliates, customers or suppliers. In the event the Employee
                fails
                to do so, the company shall be entitled to withhold any monies owed
                including
                but not limited to Salary, distribution of the Executive Insurance
                Program,
                or other Severance benefit, until such time as Employee shall have
                complied
                with the provisions of this Subparagraph
                10.6.

            


    

    


    
      	10.7	
              In
                the event that Employee owes the Company or its Affiliates money
                at the
                Termination
                Date, due to loans or other payments which have been advanced
                to him, the Company shall be entitled to offset the amount owed
                from
                Employee’s last salary payment prior to termination or from any
                legitimate
                business expense owing to Employee by the Company to which employee
                is entitled.

            


    

    


    
      	11.	
              Handing
                Over of Position

            


    

    


    Employee
      undertakes that upon termination and/or cessation of his employment by the
      Company, he shall hand over his position to the Company and/or to his
      replacement in an orderly fashion and shall furnish the Company with all the
      documents, information and any other materials which came into his possession
      which were prepared by him in connection with his work.

    


    
      	12.	
              Confidentiality

            


    

    


    
      	
            	12.1	
              Employee
                acknowledges that it is the policy of the Company to maintain as 
                secret
                and confidential all Confidential Information, as hereinafter defined.
                “Confidential
                Information” shall mean any information, heretofore or hereafter
                (i) acquired, discovered, developed, conceived, originated, used
                or
                prepared
                by the Company or the Company's Affiliates, or by an employee of
                the
                Company or its Affiliates and (ii) revealed or brought to the
                Employee’s knowledge
                in connection with his employment with the Company and which
                falls within any of the following general
                categories:

            


    

     

    
      	
            	12.1.1.	
              Information
                relating to secrets of the company, its Affiliates, or of
                any customer of the Company' or its
                Affiliates;

            


    

     

    
      	
            	12.1.2	
              Information
                relating to existing or contemplated products, services technology
                designs, processes, methods, manuals, formulas, computer systems
                and/or software, machines, manufacture, compositions, ideas,
                improvements, inventions or any research or development of the
                Company,
                its Affiliates, any customer of the Company or its
                Affiliates.

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
            	12.1.3	
              Information
                relating to, or documents embodying, the Company’s or its Affiliates
                current and future activity, including any business, professional,
                financial
                or other information, business plans ,sales, marketing or distribution
                methods or results, methods of doing business, customer lists,
                mailing lists, statistical data and compilations, contracts,
                manuals, customer
                usage and/or requirements, and supplier information of the Company,
                or its Affiliates

            


    

    


    
      	
            	12.1.4.	
              Information
                relating to lnventions or Work Products, both defined hereinafter
                in general or as described in Section 13 of this
                Agreement;

            


    

     

    
      	
            	12.1.5	
              Information
                relating to the terms of his employment by the Company, including
                and without derogating from the generality Of
                the above, information regarding salaries, payments, benefits and
                the other terms of his employment by the Company' except for
                such information which the Employee revealed to his personal professional
                consultants and provided that those people to
                whom the information was disclosed undertake to keep such information
                confidential.

            


    

    


    
      	
            	12.1.6	
              Any
                other confidential information that either the Company, any of its
                Affiliates,
                or any customer of the Company or its Affiliates may wish to protect
                by patent, copyright or by keeping same secret or
                confidential.

            


    

     

    
      	12.2	
              Notwithstanding
                the above, the term Confidential Information shall not include
                information
                which was or becomes generally available to the public (“Public
                Domain") other than as a result of disclosure by Employee or by an
                associate,
                by are a relative or by anyone on behalf of Employee in breach of
                

            


    

    


    
      	12.3	
              Employee
                recognizes that the services to be performed by him hereunder are
                special
                and unique, and that by reason of his duties, he shall acquire
                confidential Information.
                As far as the relations between the Employee and the Company are
                concerned,
                Employee recognizes that all such Confidential lnformation
                is the property of the Company. In consideration for the Company's
                entering into this Agreement' Employee agrees
                that:

            


    

    


    
      	
            	12.3.1	
              Employee
                shall never, during the Term of the Agreement or at Any
                time thereafter, directly or indirectly, use, publish, disseminate,
                divulge or otherwise disclose any Confidential Information
                obtained in connection with his employment by the Company
                without the prior written consent of the Company, it being
                understood that this Section shall survive the termination of
                this Agreement;

            


    

    


    
      	
            	12.3.2	
              During
                the Term of the Agreement, Employee shall exercise all due
                and diligent precautions to protect the integrity and security
                of
                Confidential Information, and upon termination of the Agreement,
                he shall return to the Company all documents and any
                copies thereof embodying Confidential Information in his possession
                custody or under his control.

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
            	12.3.3	
              For
                the purpose of this Agreement an Affiliate of the Company shall
                mean - subsidiaries or affiliates of Marconi p.l.c. or any legal
                entity which is controlled by Marconi
                p.l.c.

            


    

     

    
      	13.	
              Inventions
                and Work Product

            


    

     

    
      	
            	13.1	
              Employee
                will promptly and fully disclose and deliver to the Company for
                the
                exclusive use and benefit of the Company any Inventions, Work Product
                or
                other proprietary information, which relates to or is capable of
                being
                used in
                any business of the Company or its Affiliates, promptly upon the
                making
                or
                discovering of the same. Employee undertakes he will give all information
                and data in his possession as to the exact mode of working, producing
                and using the same along with all such explanations and instructions
                to the Company as may, in the view of the Company, be necessary
                to enable the full and effectual working, production or use of the
                same.
                Employee further undertakes that, at the expense of the Company,
                he
                shall
                furnish the Company with all necessary plans, drawings, formulae,
                and
                models
                of any inventions, Work Product or proprietary
                information.

            


    

    


    
      	
            	13.2	
              Employee
                will, without charge to, but at the expense of the Company, execute
                and do all acts, matters, documents and things necessary to enable
                the
                Company or its nominee, successor or assign to apply for and obtain
                protection
                for the Inventions in any or all countries and to vest title thereto
                in
                the Company or its nominee, successor or assign
                absolutely.

            


    

    


    
      	
            	13.3	
              During
                the Term of the Agreement and at all times thereafter Employee will
                (whether
                by omission or commission) do nothing to affect, imperil or challenge
                the validity of the protection for the lnventions, Work product
                and/or
                proprietary information, obtained or applied for by Company or its
                nominee,
                Successor or assign pursuant to this Agreement. Furthermore, Employee
                covenants to perform his work with all necessary security precaution
                to protect the Inventions, Work Product and proprietary information.

            


    

    


    
      	
            	13.4	
              Employee
                will, at the direction and expense of the Company, render any and
                all
                assistance within his power to obtain and maintain such protection
                or
                application
                or any extension thereof, including in any patent office proceedings
                or litigation involving Inventions, Work product and/or proprietary
                information in Israel or anywhere in the
                world.

            


    

    


    
      	
            	13.5	
              Nothing
                in this Agreement shall oblige the Company to seek patent, copyright,
                trademark or other protection for any Inventions, Work product
                and/or
                proprietary information nor to exploit any Inventions, Work product
                and/or
                proprietary information.

            


    

    


    
      	
            	13.6	
              For
                purposes of this Agreement, the term "Inventions" shall mean all
                inventions,
                improvements, modifications, processes, formulae, know-how, ideas,
                designs, models, prototypes, computer programs, sketches, drawings,
                plans,
                packaging designs, new product ideas, logos, advertising and marketing
                concepts or other original matters (whether or not capable of protection
                by patent, registered design, copyright, registered trade mark or
                other
                rights in the nature of intellectual property) which Employee alone
                or
                with
                any person or persons, may make, conceive, or discover, during the
                term
                of his employment hereunder.

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
            	13.7	
              Any
                work product (herein '”Work Product") of the Employee resulting
                from
                any research or other development or other activities performed in
                connection
                with his duties hereunder, together with any and all developments
                and know-how made by the Employee or under the Employee's
                direction shall be the sole, exclusive and complete property of
                the
                Company, whether or not subject to registration under any patent,
                copyright
                or other intellectual property law or regime, and if so registrable,
                then
                the Company shall have the sole and exclusive right to own and
                register
                any such patent, copyright, trademark or other intellectual property
                right
                throughout the world.

            


    

    


    
      	
            	13.8	
              Employee
                covenants that there are no Inventions and/or Work Products that
                he
                desires to exclude from the operation or effectiveness of this
                Agreement.

            


    

    


    
      	
            	13.9	
              Employee
                covenants that all Work Product, documentation, and other materials
                which relates to his work in the Company or to the Invention shall
                always
                remain in the place of employment, and shall never be taken out of
                the
                place of employment, without the prior consent of the
                Company.

            


    

    


    
      	14.	
              Non-Competition

            


    

    


    
      	
            	14.1	
              For
                the purposes of this Agreement, the Non-Competition Period shall
                mean
                the
                period commencing on the Effective Date and ending one year after
                the
                Termination
                Date.

            


    

    


    
      	
            	14.2	
              During
                the Non-Competition Period, Employee shall not in any way, except
                with
                the express written consent of the Company, be engaged, directly
                or
                indirectly,
                as an employee, partner, sole proprietor, officer, director, representative,
                consultant, agent or stockholder (other than as the holder of not
                more than five percent of the stock of a corporation the shares of
                which
                are
                publicly traded) of any corporation, partnership, proprietorship
                or other
                form
                of business entity, except an Affiliate of the Company, engaged in
                any
                business
                that is competitive with any business in which the company is engaged
                and/or compete with any activity and/or in any field of any Affiliate
                with respect to which employee has been exposed to Confidential
                Information
                and/or in any business in which the Company has a plan to become
                engaged at the Termination date as well as in any other position
                involving
                the use of the Company’s professional commercial trade-secrets,
                during
                the term of Employee's employment hereunder. Without limiting the
                foregoing,
                during the Non-Competition Period the Employee shall
                not:

            


    

    


    
      	
            	14.2.1.	
              seek
                to persuade, directly or indirectly, any director, officer or employee
                of the Company or its Affiliates to discontinue thatindividual's
                status or employment with the Company or its
                Affiliates.

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
            	14.2.2	
              seek
                to persuade, directly or indirectly any director, officer or Employee
                of the Company or its Affiliates to become employed in
                any activity similar to or competitive with the activities of the
                Company
                or its Affiliates.

            


    

    


    
      	
            	14.2.3	
              directly
                or indirectly, hire or retain any director, officer or Employee
                of the Company or its Affiliates.

            


    

    


    
      	
            	14.2.4	
              directly
                or indirectly contact the company's or its Affiliates, customers,
                including not becoming an employee or consultant of any
                customer of the Company or its Affiliates. This restriction shall
                apply in areas which relate to any business that is competitive
                with any business in which the company is or was during
                the Term of the Agreement engaged and/or in any business
                in which the company has a plan to become engaged at the
                Termination date.

            


    

    


    
      	
            	14.3.	
              The
                Employee acknowledges that the length of the Non Competition period
                was
                agreed due to (a) the company's engagement in the field of research
&
                development
                where its primary assets are intellectual property, and (b) the
                special
                benefits which Employee is going to and will receive from the Company
                in consideration for his non competition undertaking
                herein.

            


    

     

    
      	15.	
              Disclosure
                of Personal Interest and Conflict of
                Interest

            


    

     

    Employee
      undertakes to inform the Company immediately and without delay concerning
      any matter or issue in respect of which he has a personal interest or any
matter
      or
      issue which may create a conflict of interests with his position in the
Company.

    


    
      	16.	
              Remedies
                for The Employee’s Breach of Sections 12, 13, 14, 15 of this
                Agreement 

            


    

     

    Employee
      acknowledges that any breach or threatened breach or alleged breach or
alleged
      threatened breach by him of any of the provisions of Sections 12 through
15
      of
      this Agreement, (hereinafter individually or together known as a "Breach")
      shall
      be
      deemed a serious breach of discipline causing irreparable harm to the
Company
      for which the Company would have no adequate remedy under this Agreement.
      In the event of a Breach by Employee of any of such provisions, the Company,
      in addition to any and all other rights and remedies it may have under
this
      Agreement or otherwise, may immediately seek any judicial action that the
Company
      may deem necessary including, without limitation, the obtaining of temporary
      and permanent injunctive relief. Without limiting the generality of the
foregoing,
      a Breach of any of the provisions of Sections 12 through 15 by Employee
      shall entitle the Company to immediately dismiss Employee and terminate
      this Agreement, while negating Employee's right to prior notice of dismissal
      and Severance pay under the law.


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	17.	
              Change
                or Cancellation

            


    

    


    Any
      change and/or cancellation of any of the clauses of this Agreement shall only
      be
made
      by
      means of a written document signed by both parties.

    


    
      	18.	
              Notices

            


    

     

    The
      addresses of the parties to this Agreement are as stated in the preamble
      thereto.  Any
      notice sent by one party by registered mail to the other party to his address,
      shall be deemed
      to
      have been received by the addressee three days after it was deposited at the
      post
      office and if delivered by hand delivery, upon delivery.

    


    


    IN
      WITNESS WHEREOF, the parties have set their hands on the date and at the place
      above-mentioned.

     

    


    
      	
              The
                Company

            	
              The
                Employee