WWW.EXFILE.COM, INC. -- CELL KINETICS LTD. -- EXHIBIT 10.1 TO FORM F-1


    EXHIBIT
      10.1

     

    EMPLOYMENT
      AGREEMENT

     

    Duly
      made
      and executed as of the 1st day of May, 2006, this Employment Agreement (this
      “Agreement”) is entered by and between Cell Kinetics Ltd., with offices at 2
      Yodfat St. Lod 71291 Israel (the “Company”)

     

    on
      the
      first part

     

    and
      ASaf
      Ben Arye I.D. No. 57666844, residing at 30 Yefe Nof St., Zichron Yakkov,
      Israel (the “Employee”)

     

    Whereas,
      the Company wishes to engage the Employee, and Employee wishes to be employed
      by
      the Company, in the position of Chief Executive Officer, on the terms and
      conditions set forth herein;

     

    NOW,
      THEREFORE, the parties hereto agree as follows:

     

    1.  Employment

     

    1.1.  The
      Employee’s employment shall commence on May 1 2006 (the “Commencement
      Date”).  The Employee shall be employed full time in the position of
      Chief Executive Officer.  The Employee undertakes to perform such
      duties and responsibilities as may be assigned to him by the Company’s Board of
      Directors from time to time.  The Employee shall be subordinated to
      the Company’s Board of Directors.

     

    1.2.  The
      Employee undertakes to devote his full time, attention, skill, and effort
      exclusively to the performance of his duties in the Company and undertakes
      not
      to engage, whether as an employee or otherwise, in any business, commercial
      or
      professional activities, whether or not for compensation, during his/her
      employment, without the prior written consent of the Company.  For the
      avoidance of any doubt, nothing contained herein shall derogate from the
      Employee’s undertakings as specified in Appendix B attached
      hereto.  The Company acknowledges that the employee may serve as a
      director on the Board of a limited and reasonable number of companies provided
      their activity is not competitive with the Company, as well as from time to
      time
      in coordination with the Company’s management provide Academic courses in his
      field.  Notwithstanding the above, it is agreed that during up to a 3
      month period of transition the Employee may continue in his position at Expandis
      in parallel to beginning his employment with the Company though the time
      commitment to Expandis shall not interfere with his obligations to the
      Company.

     

    1.3.  This
      Agreement may be terminated by either party at any time by giving the other
      party hereto one hundred and twenty (120) days prior written notice of such
      termination (the “Notice Period”).

     

    1.4.  Notwithstanding
      anything to the contrary in Section 1.3 above, the Company may immediately
      cease
      the Employee’s employment and may shorten all or part of the Notice Period,
      regardless of whether notice of termination was given by the Company or by
      the
      Employee, and in such event the Employee shall be entitled to receive such
      Salary and other benefits, as provided in Appendix A attached hereto, as if
      the Employee were to continue to be employed by the Company for the duration
      of
      the Notice Period.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    1.5.  Notwithstanding
      anything to the contrary herein and subject to any applicable law, the Company
      may terminate the Employee’s employment for Cause without advance notice and
      without derogating from any remedy to which the Company may be
      entitled.  A termination for “Cause” is a termination due to
      (i) the Employee’s embezzlement of funds of the Company; or (ii) the
      Employee’s material breach of the terms and conditions of this Agreement; or
      (iii) the Employee being involved in an act which constitutes a breach of
      trust between himself and the Company or constitutes a breach of discipline;
      or
      (iv) the Employee’s intentional conduct causing grave injury to the
      Company, monetarily or otherwise.

     

    1.6.  The
      Employee shall have no right for a lien on any of the Company’s assets,
      equipment or any other material including car and cellular phone if applicable
      and including information or Confidential Information as defined in Exhibit
      B
      attached to this agreement (hereinafter the “Company’s Equipment”) in its
      possession.

     

    2.  Special
      Agreement

     

    .  It
      is agreed between the parties that this Agreement is a personal agreement,
      and
      that the position the Employee is to hold within the Company is a management
      position which requires a special measure of personal trust, as such terms
      are
      defined in the Working Hours and Rest Law 5711 - 1951, as amended (the
“Law”).  The provisions of any collective bargaining agreement which
      exist or shall exist do not, and will not, apply to the employment of the
      Employee, whether such agreement was signed among the government, the General
      Federation of Labor and Employers organizations, or any of such parties, or
      whether signed by others, in relation to the field or fields of the business
      of
      the Company or in relation to the position held by or the profession of the
      Employee.  In light of this relationship of trust, the provisions of
      the Law will not apply to the performance by the Employee of his/her duties
      hereunder.  Thus, the Employee may be required, from time to time and
      according to the work load demanded of him/her, to work beyond the regular
      working hours and the Employee shall not be entitled to any further compensation
      other than as specified in this Agreement and the Appendixes
      hereto.

     

    3.  Compensation

     

    .  In
      consideration for the performance of his/her duties, the Employee shall be
      entitled to the compensation set forth in Appendix A attached
      hereto.

     

    4.  Non
      Disclosure, Competitive Activity And Ownership Of Inventions

     

    .  Simultaneously
      with the signing of this Agreement the Employee shall sign the Non-Disclosure,
      Unfair Competition and Ownership of Inventions undertaking in favor of the
      Company and any subsidiary and parent company of the Company, attached hereto
      as
      Appendix B.

     

    5.  Representations
      And Undertakings

     

    .  The
      Employee represents and undertakes all of the following:

     

    5.1.  There
      are
      no other undertakings or agreements preventing him/her from committing
      himself/herself in accordance with this agreement and performing his/her
      obligations hereunder.

     

    5.2.  To
      the
      best of his knowledge:  (i) he is not currently, nor will he by
      entering into this Agreement be deemed to be, violating any rights of his former
      employer; and (ii) he is not currently, nor will he by entering into this
      Agreement be deemed to be, in breach of any of his/her obligations towards
      his
      former employer.

     

    
      
         

      

      
        –
2
          –

        
          

        

      

      
         

      

    

    5.3.  He
      shall
      inform the Company, immediately upon becoming aware, of every matter in which
      he
      or his immediate family has a personal interest and which might give rise to
      a
      conflict of interest with his duties under the terms of his
      employment.

     

    5.4.  The
      Employee acknowledges and agrees that from time to time he may be required
      by
      the Company to travel and stay abroad as part of his duties towards the
      Company.

     

    5.5.  He
      shall
      not receive any payment and/or benefit from any third party, directly or
      indirectly in connection with his employment.  In the event the
      Employee breaches this Sub-section, without derogating from any of the Company’s
      right by law or contract, such benefit or payment shall become the sole property
      of the Company and the Company may set-of such amount from any sums due to
      the
      Employee.

     

    5.6.  Employee
      undertakes to use the Company’s Equipment and facilities only for the purpose of
      his employment.  The employee acknowledges and agrees that the Company
      is entitled to conduct inspections within the Company’s offices and on the
      Company’s computers, including inspections of electronic mail transmissions,
      interest usage and inspections of their content.  For the avoidance of
      any doubt, it is hereby clarified that all examination’s finding shall be the
      Company’s sole property.

     

    5.7.  In
      any
      event of the termination of this Agreement, the Employee shall cooperate with
      the Company and use his best efforts to assist with the integration into the
      Company’s organization of the person or persons who will assume the Employee’s
      responsibilities.

     

    6.  General
      Provisions

     

    6.1.  This
      Agreement and all Appendixes attached hereto constitute the entire agreement
      between the parties hereto and supersedes all prior agreements, proposals,
      understandings and arrangements, if any, whether oral or written, between the
      parties hereto with respect to the subject matter hereof.  Any
      amendment to this Agreement must be agreed to in writing by both
      parties.

     

    6.2.  This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Israel and the sole and exclusive place of jurisdiction in any matter
      arising out of or in connection with this Agreement shall be the regional labor
      court in Tel-Aviv.

     

    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the date first
      stated above.

     

    
      	
              Cell
                Kinetics Ltd.

            	 	
              Employee:

            
	 	 	 
	 	 	 
	
              By:  /s/
                Jacob S. Weiss

            	 	
              /s/
                Asaf Ben-Ayre

            
	
              Title:  Director

            	 	 


    

    


     

    
      
         

      

      
        –
3
          –

        
          

        

      

      
         

      

    

    APPENDIX
      A

     

    COMPENSATION

     

    1.  Salary.  The
      Employee shall be entitled to a gross monthly salary of NIS 40,000 (the
“Salary”) and will change to NIS 50,000 when the Company completes a successful
      fund raising from third parties or the public in an amount of US$ 4 million
      or
      more.  The Company will annually evaluate the performance of both the
      Employee and the Company and will determine, at the Company’s sole discretion,
      whether to increase the Employee’s Salary and, if so, in what
      amount.

     

    2.  Insurance
      Policies.  The Company shall insure the Employee under an accepted
‘Manager’s Insurance Scheme’ and/or a pension fund according to the Employee’s
      instructions (the “Managers Insurance”),and as follows:  (i) the
      Company shall pay an amount equal to 5% of the Employee’s Salary towards the
      Managers Insurance for the Employee’s benefit and shall deduct 5% from the
      Employee’s Salary and pay such amount towards the Managers Insurance for the
      Employee’s benefit (the various components of the Managers Insurance shall be
      fixed at the discretion of the Employee); (ii) the Company shall pay an amount
      equal to 8 1/3% of the Employee’s Salary towards a fund for severance
      compensation; and (iii) the Company shall pay an amount of up to 21⁄2 % of the
      Employee’s Salary towards disability insurance.  The amounts will be
      paid up to the maximum total amount prescribed by the Income Tax
      Ordinance

     

    3.  Keren
      Hishtalmut.  The Company and the Employee shall open and maintain
      a `Keren Hishtalmut’ Fund (the “Fund”).  Subject to the maximum amount
      stated in Section 3(e) of the Income Tax Ordinance 1961 (the “Income Tax
      Ordinance”), the Company shall contribute to such Fund an amount equal to 71⁄2% of
      each monthly Salary payment, and the Employee shall contribute to such Fund
      an
      amount equal to 21⁄2% of each monthly Salary payment.  The Employee
      hereby instructs the Company to transfer to such Fund the amount of the
      Employee’s contribution from each monthly Salary payment.  The amounts
      will be paid up to the maximum total amount prescribed by the Income Tax
      Ordinance.  For the avoidance of any doubt, in the event that the
      Employee shall accrue an aggregate total amount in the Fund exceeding the
      maximum total amount prescribed by the Income Tax Ordinance, such extra amount
      shall be deemed as revenue income.

     

    4.  Funds
      Release.  The Managers Insurance and the Fund (including the
      amounts contributed by the Company) shall be transferred to the Employee, upon
      the termination of the Employee’s employment under any
      circumstances.  However and subject to any applicable law, the
      severance compensation shall not be transferred to the Employee, upon the
      termination of the Employee’s employment for Cause.

     

    5.  Vacation
      and Sick Leave.  Subject to the provisions of the Annual Vacation
      Law-1951 (the “Vacation Law”), the Employee shall be entitled to 21 vacation
      work days (the “Vacation Days”), with respect to each twelve (12) months’
period of continuous employment with the Company.  These Vacation Days
      include the number of paid vacation days to which the Employee is entitled
      in
      accordance with the Vacation Law (the “Vacation Law Days”).  The
      Employee shall not be entitled to carry forward or to redeem any unused vacation
      days in excess of the Vacation Law Days without the agreement of the
      Board.

     

    
      
         

      

      
        A–1

        
          

        

      

      
         

      

    

    For
      the
      avoidance of doubt, the dates of the Employee’s vacation shall be determined by
      the Company, in its own discretion, in accordance with the Company’s needs, and
      to the extent possible, taking into consideration the Employee’s
      request.  The Company shall be entitled to set uniform dates for
      vacation to all or part of its employees, with respect to all or any part of
      the
      vacation days, as it shall deem fit.

     

    The
      Employee shall be entitled to sick leave in accordance with the provisions
      of
      the Sick Pay Law-1976.

     

    6.  Options.

     

    (A)  The
      Company undertakes to establish a stock option plan for the Company (the
“Plan”).

     

    (B)  A
      recommendation will be submitted to the Board of Directors of the Company to
      grant to the Employee the following rights under the Option Plan, subject to
      the
      absolute discretion of the Board:  During the initial three year term
      of this Agreement to grant to Employee in the aggregate a number of options
      to
      purchase Company common shares at par value, which will be equal to 2% of the
      issued shares of the Company on the date of this Agreement (i.e., 20,000
      Shares).  The options shall vest and have the term as
      follows:

     

    (1)  6,000
      of
      such options will vest on December 31, 2006; 1,750 will vest on each of the
      following dates:  March 31, 2007, June 30, 2007; September 30, 2007;
      December 31, 2007; March 31, 2008, June 30, 2008; September 30, 2008; December
      31, 2008, provided the Employee is an employee of the Company at such dates,
      respectively; and

     

    (2)  (a)
      During the time the Employee is employed by the Company the options shall expire
      if not exercised within 7 years of vesting or 4 years from the initial public
      offering of the Company (the “IPO”), whichever is sooner, or (b) if not
      exercised prior to the termination of the Employees employment with the Company,
      then 7 years of vesting or, if the IPO occurred, six months from the termination
      of the employment of the Employee with the Company, whichever is
      sooner.

     

    (C)  Subject
      to the sole discretion and determination of the board of directors (the “Board”)
      of the Company and/or the compensation and options committee of the Company
      and
      subject to the terms of the Plan and option agreement which shall be approved
      and adopted by the Company (and which shall include, inter alia, the exercise
      price of the options, the vesting periods and all the other terms and conditions
      with respect to the options), the Employee may be granted additional options
      after such three year period.

     

    (D)  Each
      option under this Paragraph 6 will entitle the Employee to purchase one (1)
      Common Share of the Company (the “Options”), subject to any
      dilution.  The Employee undertakes to take all actions and to sign all
      documents required, at the discretion of the Company, in order to give effect
      to
      and enforce the above terms and conditions.  Any tax liability in
      connection with the Options (including with respect to the grant, exercise,
      sale
      of the Options or the shares receivable upon their exercise) shall be borne
      solely by the Employee.

     

    
      
         

      

      
        A–2

        
          

        

      

      
         

      

    

    (E)  In
      the
      event there is no liquidity event in the Company (sale of the Company to a
      third
      party or an initial public offering) within 4 years of this Agreement, the
      parties will agree on a fair basis for valuing the options based on the fair
      market of the Company at the time and the Company upon Employees written request
      will purchase the options from Employee at such value.

     

    (F)  In
      the
      event that controlling ownership of the Company is sold by Medis to a third
      party (excluding a public offering) during the employment of the Employee,
      there
      shall be an acceleration of vesting of the next 12 months of option vesting
      dates from the effective date of the acquisition.  In the event of a
      termination of this Agreement by the Company under Paragraph 1.3 of this
      Agreement, there shall be an acceleration of the vesting of the next vesting
      date from the date on which the Notice period under Paragraph 1.3
      ends.

     

    7.  Vehicle.  For
      the purpose of his employment, the Company shall provide the Employee, with
      a
      vehicle of a make and size to be determined by the Company (the
“Car”).  The Company shall bear all the fixed and variable costs of
      the car, including licenses, insurance, gas and repairs but the Company shall
      not bear costs of any tickets, traffic offense or fines of any
      kind.  For the avoidance of any doubt, it is agreed that with regard
      to any tax obligations, the Employee shall not be entitled to any grossing
      up of
      the Car benefits.

     

    The
      Employee shall:  (i) take good care of the Car and ensure that
      the provisions and conditions of any policy of insurance relating thereto are
      observed (including the provisions with respect to the protection of the Car);
      and (ii) in the event that the Employee’s employment terminates for
      whatever reason, he/she will forthwith return the Car with the keys and all
      licenses and other documentation relating to the Car, to the
      Company.  The Car shall be used in accordance with the Company’s
      policy as shall be in effect from time to time.

     

    The
      Employee shall not have any lien right in the Car or in any document or property
      relating thereto.

     

    8.  Business
      Expenses.  The Company shall reimburse the Employee for necessary
      and customary business expenses incurred by the Employee, in accordance with
      Company policy as determined by the Company from time to time.

     

    9.  Cell
      phone and Laptop.  The Employee shall be entitled to a Company
      cell phone and laptop computer, and to a home fax and high speed internet
      connection, for use in connection with Employee’s duties
      hereunder.  The Company shall bear all expenses relating to the
      Employee’s use and maintenance of such tools attributed to the Employee under
      this subsection.  Any tax liability with respect to such benefits
      shall not be grossed up.

     

    10.  Taxes.  The
      Company shall withhold or charge the Employee with all taxes and other
      compulsory payments as required under law in respect of, or resulting from,
      the
      compensation paid to or received by him/her and in respect of all the benefits
      that the Employee is or may be entitled to.

     

    
      
         

      

      
        A–3

        
          

        

      

      
         

      

    

    APPENDIX
      B

     

    THIS
      UNDERTAKING (“Undertaking”) is entered into as of the 1st day of
      May, 2006,
      by Asaf Ben-Arye ID No. 57666844, an individual residing at 30 Yefe Nof St.
      Zichron Yaakov, Israel, Israel (the “Employee”).

     

    WHEREAS,
      the Employee wishes to be employed by Cell Kinetics Ltd., an Israeli company
      (the “Company”); and

     

    WHEREAS,
      the Company wishes to employ the Employee, subject to his/her executing this
      Undertaking in the Company’s favor.

     

    NOW,
      THEREFORE, the Employee undertakes and warrants towards the Company and any
      subsidiary and parent company of the Company as follows:

     

    
      	
              1.           

            	
              Confidential
                Information.

            


    

     

    
      	
              1.1.  

            	
              The
                Employee acknowledges that he/she will have access to confidential
                and
                proprietary information, including information concerning activities
                of
                the Company and any of its parent, subsidiary and affiliated companies,
                and that he/she will have access to technology regarding the product
                research and development, patents, copyrights, customers (including
                customer lists), marketing plans, strategies, forecasts, trade secrets,
                test results, formulae, processes, data, know-how, improvements,
                inventions, techniques and products (actual or planned) of the Company
                and
                any of its parent, subsidiary and affiliated companies.  Such
                information in any form or media, whether documentary, written, oral
                or
                computer generated, shall be deemed to be and referred to herein
                as
                “Proprietary Information”.

            


    

     

    
      	
              1.2.  

            	
              During
                the term of his/her employment or at any time after termination thereof
                for any reason, the Employee shall not disclose to any person or
                entity
                without the prior consent of the Company any Proprietary Information,
                whether oral or in writing or in any other form, obtained by the
                Employee
                while in the employ of the Company (including, but not limited to,
                the
                processes and technologies utilized and to be utilized in the Company’s
                business, the methods and results of the Company’s research, technical or
                financial information, employment terms and conditions of the Employee
                and
                other Company employees or any other information or data relating
                to the
                business of the Company or any information with respect to any of
                the
                Company’s customers).  Disclosure of Proprietary Information by
                Employee pursuant to a court order will not be deemed a violation
                hereunder provided the minimum information necessary was disclosed
                to meet
                the order and that the Company was given at least 30 days written
                notice
                of the court order prior to the
                disclosure.

            


    

     

    
      	
              1.3.  

            	
              Proprietary
                Information shall be deemed to include any and all proprietary information
                disclosed by or on behalf of the Company irrespective of form, but
                excluding information that has become a part of the public domain
                not as a
                result of a breach of this Undertaking by the
                Employee.

            


    

     

    
      
         

      

      
        B–1

        
          

        

      

      
         

      

    

    
      	
              1.4.  

            	
              The
                Employee agrees that all memoranda, books, notes, records (contained
                on
                any media whatsoever), charts, formulae, specifications, lists and
                other
                documents made, compiled, received, held or used by the Employee
                while in
                the employ of the Company, concerning any phase of the Company’s business
                or its trade secrets (the “Materials”), shall be the Company’s sole
                property and all originals or copies thereof shall be delivered by
                the
                Employee to the Company upon termination of the Employee’s employment or
                at any earlier or other time at the request of the Company, without
                the
                Employee retaining any copies
                thereof.

            


    

     

    
      	
              2.        
                  

            	
              Unfair
                Competition and Solicitation.  The Employee
                acknowledges that the provisions of this Undertaking are reasonable
                and
                necessary to legitimately protect the Company’s Proprietary Information,
                its property (including intellectual property) and its goodwill (the
                “Company’s Major Assets”).  The Employee further acknowledges
                that he/she has carefully reviewed the provisions of this Undertaking,
                he/she fully understands the consequences thereof and he/she has
                assessed
                the respective advantages and disadvantages to him/her of entering
                into
                this Undertaking.

            


    

     

    
      	
               

            	
              In
                light of the above provisions, the Employee
                undertakes:

            


    

     

    
      	
              2.1.  

            	
              That
                during the term of his/her employment in the Company and for a period
                of
                twelve (12) months thereafter, he/she shall not engage, establish,
                open or in any manner whatsoever become involved, directly or indirectly,
                either as an employee, owner, partner, agent, shareholder, director,
                consultant or otherwise, in any business, occupation, work or any
                other
                activity which is reasonably likely to involve or require the use
                of any
                of the Company’s Major Assets.

            


    

     

    
      	
              2.2.  

            	
              That
                during the term of his/her employment in the Company and for
                twelve (12) months thereafter, not to induce any employee of the
                Company or of any of its, parent subsidiary or affiliated companies
                to
                terminate such employee’s employment
                therewith.

            


    

     

    
      	
              3.        
                  

            	
              Ownership
                of Inventions.  The Employee will notify and disclose to the
                Company, or any persons designated by it, all information, improvements,
                inventions, formulae, processes, techniques, know-how and data, whether
                or
                not patentable, made or conceived or reduced to practice or learned
                by the
                Employee, either alone or jointly with others, during the Employee’s
                employment with the Company and connected therewith (all such information,
                improvements, inventions, formulae, processes, techniques, know-how,
                and
                data are hereinafter referred to as the:  “Inventions” or
                “Invention”) immediately upon discovery, receipt or invention as
                applicable.  In the event that the Employee, for any reason,
                refrains from delivering the Invention upon grant of notice regarding
                the
                Invention, as described above, the Employee shall notify the Employer
                of
                the Invention and specify in such notice the date in which the Invention
                shall be delivered to the Company and the reason for delay in such
                delivery.  The Invention shall be delivered as soon as possible
                thereinafter.  The rights to Inventions shall be as
                follows:

            


    

     

    
      
         

      

      
        B–2

        
          

        

      

      
         

      

    

    
      	
              (A)  

            	
              Inventions
                which are in the area of the Company’s business activity (i.e., cell
                biology and/or cytometry and/or diagnostics) shall be the property
                of the
                Company.

            


    

     

    
      	
              (B)  

            	
              Other
                Inventions in the medical, biological or medical instrumentation
                fields
                shall be proposed to the Company and the Company shall within 90
                days
                inform the Employee in writing if it is interested in pursuing
                commercially such Invention and if not if it objects to the Employee
                pursuant it during the time he is employed by the Company.  If
                the Company decides to pursue commercialization of the Invention
                the
                Employee will deliver the Invention to the Company and the Employee
                and
                the Company will negotiate a fair additional compensation for the
                Employee
                in regard to the revenues from the Invention (such as a royalty or
                equity
                in a dedicated spin-off entity created for the purpose of commercializing
                the Invention).

            


    

     

    
      	
              (C)  

            	
              Notwithstanding
                (B) above, inventions in the area of orthopedic devices, as well
                as
                Inventions not falling under (A) or (B) above, may be kept by Employee
                without disclosure or assignment to the
                Company.

            


    

     

    Delivery
      of the notice and the Invention shall be in writing, supplemented with a
      detailed description of the Invention and the relevant
      documentation.  The Employee agrees that all the Inventions under
      Paragraph (A) and those selected by the Company for commercialization under
      Paragraph (B) shall be the sole property of the Company and its assignees,
      and the Company and its assignees shall be the sole owner of all patents and
      other rights in connection with such Inventions.  The Employee hereby
      assigns to the Company any rights the Employee may have or acquire in such
      Inventions.

     

    The
      Employee further agrees as to all such Inventions delivered to the Company
      to
      assist the Company, or any persons designated by it, in every proper way to
      obtain and from time to time enforce such inventions in any way including by
      way
      of patents over such Inventions in any and all countries, and to that effect
      the
      Employee will execute all documents for use in applying for and obtaining
      patents over and enforcing such Inventions, as the Company may desire, together
      with any assignments of such Inventions to the Company or persons or entities
      designated by it.

     

    Except
      as
      otherwise expressly provided above, the Employee shall not be entitled, with
      respect to all of the above, to any monetary consideration or any other
      consideration except as explicitly set forth in Appendix A hereto, or in
      any other written agreement or arrangement signed by the
      Company.  With respect to all of the above any, oral understanding,
      communication or agreement not duly signed by the Company shall be
      void.

    
      
         

      

      
        B–3

        
          

        

      

      
         

      

      
         

         

        
          	
                  4.        
                      

                	
                  General.

                


        

         

      

    

    
      	
              4.1.  

            	
              The
                Employee acknowledges that the provisions of this Undertaking serve
                as an
                integral part of the terms of his/her employment and reflect the
                reasonable requirements of the Company in order to protect its legitimate
                interests with respect to the subject matter hereof.  If any
                provision of this Undertaking (including any sentence, clause or
                part
                thereof) shall be adjudicated to be invalid or unenforceable, such
                provision shall be deemed amended to delete therefrom the portion
                thus
                adjudicated to be invalid or unenforceable, such deletion to apply
                only
                with respect to the operation of such provision in the particular
                jurisdiction in which such adjudication is made.  In addition,
                if any particular provision contained in this undertaking shall for
                any
                reason be held to be excessively broad as to duration, geographical
                scope,
                activity or subject, it shall be construed by limiting and reducing
                the
                scope of such provision so that the provision is enforceable to the
                fullest extent compatible with applicable
                law.

            


    

     

    
      	
              4.2.  

            	
              The
                provisions of this Undertaking shall continue and remain in full
                force and
                effect as to facts or events arising during the period of the employment
                of the Employee hereunder following the termination of the employment
                relationship between the Company and the Employee for whatever
                reason.  This Undertaking shall not serve in any manner as to
                derogate from any of the Employee’s obligations and liabilities under any
                applicable law.

            


    

     

     

    /s/
      Asaf Ben-Ayre

    Employee

     

     

     

    /s/
      Asaf Ben-Ayre

    Signature

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
         

      

      
        B–4