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                                                                 Exhibit 10.24


                              EMPLOYMENT AGREEMENT


This employment agreement (the "Agreement") is effective as of July 15, 1999
(the "Effective Date"), by and between PARTEC LTD., an Israeli company with
its principal place of business at Sha'arei Ha'ir, 216 Jaffa Road, Jerusalem
(the "Company") and BOB TRACHTENBERG, I.D. No. 310977764, of Gidon 22,
Jerusalem (the "Employee").

WHEREAS the Employee has been employed by the Company as General Counsel and
Secretary since 18 October 1998;

WHEREAS the Company desires to continue to employ the Employee in the position
of General Counsel and Secretary (the "Position");

WHEREAS the Employee desires have his employment continued by the Company and
fulfill the responsibilities of the Position; and

WHEREAS the parties desire to set forth the conditions of employment pursuant to
which the Employee will be continued to be employed by the Company;

IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS:

1.       PREAMBLE

The preamble to this Agreement and any attachments thereto are an integral part
of this Agreement.

2.       JOB DESCRIPTION

The Employee shall be responsible for the managing the legal and corporate
activities of the Company. He shall report directly to the Chief Executive
Officer. The description of responsibilities set forth herein shall serve as a
general statement of the duties, responsibilities and authority of the Employee.
Additional duties, responsibilities and authority may be assigned to the
Employee by the Chief Executive Officer from time to time in his discretion.

3.       WORKING HOURS

The Employee shall be employed by the Company on a full-time basis, namely for
not less than forty-four (44) hours per week (inclusive of meal time). The
Employee agrees that his position is considered to be a management position as
defined in the Hours of Work and Rest Law - 1951, which requires a special
measure of personal trust. Accordingly, the provisions of the Hours of Work and
Rest Law - 1951 shall not apply and the Employee shall not be entitled to
receive any additional payment for his work other than those that are set forth
in this Agreement.

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4.       TERM OF AGREEMENT

This Agreement shall take effect from the Effective Date and shall remain in
effect through the third anniversary of such date, unless it is earlier
terminated as hereinafter provided.

5.       ANNUAL SALARY

     5.1. The Employee's annual salary shall be as follows:

         5.1.1.   The Employee shall receive an annual gross salary of eighty
                  five thousand dollars ($85,000) payable in New Israeli Shekels
                  according the representative rate of exchange in effect each
                  month at the time Company salaries are calculated. The
                  Employees salary shall be paid in twelve equal installments,
                  monthly in arrears.

         5.1.2.   On each anniversary date of this Agreement, the Employee's
                  annual gross salary shall be increased by an amount to be
                  determined by the Board of Directors and the Chief Executive
                  Officer.

         5.1.3    The salary set forth in paragraph 5.1.1, above, shall be
                  referred to as the "Global Salary". The linkage of the Global
                  Salary to the United States dollar is in lieu of any
                  generally-applicable increases, whether the statutory cost of
                  living increase ("Tosefet Yoker") or any other industry-wide
                  increase applicable as the result of collective bargaining
                  agreements or other order of the Ministry of Labor and Welfare
                  (such as Tzavei Harhava). By signing this Agreement and
                  accepting employment pursuant to its terms, the Employee
                  represents that s/he will not claim any such increase.

         5.1.4.   The Employee shall not be entitled to receive from the Company
                  any salary or payment of any kind other than the Global Salary
                  and other payments specifically set forth in this Agreement or
                  properly authorized by the Board of Directors and, should the
                  Employee be a director of the Company at the time such other
                  payments not specifically included in this Agreement are made,
                  by the shareholders of the Company.

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     5.2. Other Terms of Employment

         5.2.1.   BONUSES: The Employee shall be eligible to receive one or more
                  bonuses during any calendar year in the discretion of the
                  Chief Executive Officer, acting in consultation with the Board
                  of Directors.

         5.2.2.   EXPENSES: The Employee shall be entitled, in accordance with
                  the Company's standard policy in effect from time to time, to
                  be reimbursed for expenses (Hotza'ot Eshel) incurred in Israel
                  and abroad in connection with Company business against receipt
                  by the Company of appropriate vouchers, receipts or other
                  proof of the Employee's expenditures.

         5.2.3.   CONTINUING EDUCATION FUND: The Employee shall be entitled to
                  participate in the Company's continuing education fund (Keren
                  Hishtalmut). The Company shall contribute an amount equal to
                  five percent (5%) of the Employee's Global Salary and shall
                  deduct two and a half percent (2.5%) of the Employee's Global
                  Salary and transfer it as the Employee's contribution. The
                  Employee consents to the deduction of this amount as his
                  contribution to the continuing education fund. These
                  contributions will be calculated up to the permissible
                  tax-exempt salary ceiling according to the income tax
                  regulations in effect from time to time. If the amount of the
                  Company's contribution is greater than permitted by those
                  regulations, the Employee shall not have the right to receive
                  the excess amount.

         5.2.4.   PROFESSIONAL LICENSE EXPENSES: The Company shall reimburse the
                  Employee for expenses incurred by him in connection with the
                  maintenance of his professional licenses in Israel and the
                  United States, including, but not limited to, the costs of any
                  continuing legal education ("CLE") required as a condition of
                  such licenses.

         5.2.5.   RESERVE DUTY: The Employee shall be entitled to receive his
                  full Global Salary and other payments while performing reserve
                  duty, provided that any amount received by the Employee from
                  the I.D.F. or any other source (excluding Damei Calcala) is
                  transferred to the Company or, in the alternative, an amount
                  equal to that received from the I.D.F. or any other source is
                  deducted from the Global Salary payable to the Employee.

         5.2.6.   ANNUAL LEAVE AND RECREATION PAY (DAMEI HAVRA'A): The Employee
                  shall be entitled to twenty (20) working days of paid annual
                  leave each year. The Employee shall not be allowed to accrue
                  more than thirty (30) working days of annual leave except in
                  unusual circumstances and with the permission of the Company.
                  Should the Employee's annual leave balance exceed thirty (30)
                  days at the end of any calendar year, the excess number of
                  days shall be paid out in accordance with the provisions of
                  the Annual Leave Law - 1951. The Company shall also pay the
                  Employee for five (5) days of recreation (damei havra'a) each

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                  year in accordance with the law and the normal practice of the
                  Company in effect from time to time.

         5.2.7.   SICKNESS AND DISABILITY INSURANCE: The Employee shall be
                  entitled to the number of days for sick leave permitted by
                  law. Compensation for sick days utilized shall be paid
                  according to his Global Salary only upon the presentation of
                  medical documentation as required by the Company. The Employee
                  shall be covered by disability insurance that provides monthly
                  compensation. The cost of such insurance shall be borne by the
                  Company. Notwithstanding the foregoing, the Employee shall not
                  be entitled to receive compensation for sick leave if such
                  compensation is covered by the Employee's disability insurance
                  referred to above. However, should the amounts received by the
                  Employee pursuant to such disability insurance be less than
                  the amount that is properly payable as compensation for the
                  Employee's available sick leave, according to the Global
                  Salary, the Company shall pay the difference. It is understood
                  and agreed that unused sick leave cannot be redeemed by the
                  Employee. For the avoidance of doubt, it is understood and
                  agreed that the payments made by the Company in consideration
                  of sick leave covers all obligations of the Company pursuant
                  to the Sick Leave Law - 1976.

     5.3. PENSION BENEFITS AND SEVERANCE PAYMENTS

         5.3.1.   The Company will pay into a Provident Fund (Kupat Gemel) (in
                  the meaning of paragraph 47 of the Income Tax Ordinance) in
                  the form of Manager's Insurance or another form according to
                  the Employee's choice and the Company's agreement, an amount
                  equal to thirteen and one third percent (13 1/3 %) from the
                  monthly Global Salary paid to the Employee, and the Employee
                  will pay, on his own account, an amount equal to five percent
                  (5%) from that Global Salary. The Employee agrees that the
                  Company shall be entitled to deduct the Employee's
                  contribution (5%) from the Employee's salary. For the
                  avoidance of doubt, it is clarified that under no circumstance
                  shall the Company's contribution exceed thirteen and one third
                  percent (13 1/3 %) of the Global Salary in any one month.

         5.3.2.   Five percent (5%) of the thirteen and one third percent (13
                  1/3 %) that the Company contributes as set forth above and the
                  five percent (5%) the Employee contributes, together with
                  linkage and interest on the contributions, will be treated as
                  pension benefits for the Employee or his survivors. The
                  remaining eight and one third percent (8 1/3 %) of the
                  Company's contribution, together with linkage and interest on
                  that portion, will be utilized to pay severance benefits to
                  the Employee or his descendants in the event of the
                  termination of his employment with the Company, except in
                  those circumstances discussed below.

         5.3.3.   In the event that the Employee chooses Manager's Insurance,
                  the policy shall belong to the Company as long as it employs
                  the Employee and it makes the required payments on the policy.
                  The payments made

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                  into the Kupat Gemel pursuant to paragraph 5.3.1, above, shall
                  fulfill the Company's obligation for severance payment
                  pursuant to the Severance Compensation Law - 1963. Upon the
                  termination of the Employee's employment, for whatever reason,
                  and upon his final departure from the Company, the Employee or
                  his descendants shall be entitled to receive the ownership of
                  all rights which have accrued on his behalf in the Kupat Gemel
                  or the ownership of the Manager's Insurance policy, as
                  appropriate and subject to the provisions of section 6, below.

         5.3.4.   In the event that there is a difference in the Employee's
                  favor between the amount to which he is entitled to receive
                  pursuant to the Severance Compensation Law - 1963 and the
                  severance payment amount (including linkage and interest) that
                  is in the Kupat Gemel or Manager's Insurance policy, the
                  Company shall pay that difference. The Company shall be
                  obligated to pay such difference whether the termination of
                  the Employee's employment is at the Employee's initiative or
                  the Company's, except in the case of termination pursuant to
                  paragraphs 6.3 and 6.4, below. For the avoidance of doubt, it
                  is understood that in the event that the severance payment
                  amount (including linkage and interest) that is in the
                  Employee's Kupat Gemel or Manager's Insurance policy exceeds
                  the amount to which he is entitled to receive as severance
                  compensation pursuant to the Severance Compensation Law -
                  1963, the difference shall not be transferred to the Employee,
                  including to his pension account, but shall be the property of
                  the Company.

6.   TERMINATION OF EMPLOYMENT

     6.1. Either party may terminate the Employee's employment with the Company
          without cause at any time upon three (3) month's notice. The Company
          shall have the right, in its sole discretion, to require the Employee
          to continue working for the Company during the notice period. If the
          Employer terminates the Employee without cause pursuant to this
          section, the Board of Directors shall take the necessary steps so that
          (a) any outstanding, but unvested, options granted to the Employee
          shall vest upon the effective date of his termination; and (b) the
          period during which the Employee shall be permitted to exercise such
          options shall be extended to two (2) years from the effective date of
          his termination as defined in the Share Option Plan governing the
          options in question.

     6.2. The Employee's employment shall be terminated by his death or
          disability. (For purposes of this section, "disability" shall be
          deemed to have occurred if the Employee is unable, due to any physical
          or mental disease or condition, to perform his normal duties of
          employment for 120 consecutive days or 180 days in any twelve month
          period.) In such an event, he shall be entitled to continue to receive
          his annual salary for three (3) months following his last day of
          actual employment by the Company. Such amount shall be in addition to
          any severance payment he is entitled to receive according the
          provisions of the Severance Compensation Law - 1963. In addition, the
          Board of Directors

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          shall take the necessary steps so that (a) any outstanding, but
          unvested, options granted to the Employee shall vest upon the
          effective date of his termination; and (b) the period during which the
          Employee shall be permitted to exercise such options shall be extended
          to two (2) years from the effective date of his termination as defined
          in the Share Option Plan governing the options in question. Should the
          Employee's employment be terminated as a result of his death, the
          benefits granted herein, shall be granted instead to his lawful heir
          or heirs.

     6.3. Notwithstanding the foregoing, the Company may terminate the Employee
          immediately and without prior notice in the following circumstances:
          (a) a material breach of the Employee's obligations pursuant to
          paragraphs 8.8, 8.9 and 8.10 (confidentiality and non-competition);
          (b) a material breach by the Employee of any other provision of this
          Agreement, which is not cured by the Employee within fifteen (15) days
          after receiving notice thereof from the Company containing a
          description of the breach or breaches alleged to have occurred; (c)
          the habitual neglect or gross failure by the Employee to adequately
          perform the duties of his position; (d) any act of moral turpitude or
          criminal action connected to his employment with the Company or his
          place of employment; or (e) the Employee's refusal to comply with or
          his violation of lawful instructions of the Chief Executive Officer or
          the Board of Directors.

     6.4. In the event that Employee's employment has been terminated in
          accordance with paragraph 6.3, above, the Employee shall not be
          entitled to receive any of the severance payments set forth in
          paragraphs 5.3.4 and 6.2, above.

7.   TAXES AND OTHER PAYMENTS

     7.1. Unless otherwise specifically provided for in this Agreement, the
          Company shall not be liable for the payment of taxes or other payments
          for which the Employee is responsible as result of this Agreement or
          any other legal provision, and the Employee shall be personally liable
          for such taxes and other payments.

     7.2. The Employee hereby agrees that the Company shall deduct from his
          Global Salary the Employee's national insurance fees, income tax and
          other amounts required by law or the terms of this Agreement. The
          Company shall provide the Employee with documentation of such
          deductions.

8.   THE OBLIGATIONS OF THE EMPLOYEE

     8.1. The Employee agrees to devote his entire business time, energy,
          abilities and experience to the performance of his duties, effectively
          and in good faith.

     8.2. During the period of his employment, the Employee shall not be
          employed, whether or not during regular business hours, for pay by any
          other party other than the Company. The Employee must receive the
          prior written consent of the Company before assuming an unpaid
          position outside the Company. Notwithstanding the foregoing, the
          Employee may, with the written

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          permission of the Chairman of the Board of Directors, become a member
          of the Board of Directors of another company and may accept any
          compensation in connection with such position.

     8.3. The Employee agrees to immediately inform the Company of any Company
          issue or transaction in which the Employee has a direct or indirect
          personal interest and/or where such issue or transaction could cause a
          conflict of interest for the Employee in the fulfillment of his
          responsibilities as an employee of the Company.

     8.4. The Employee hereby gives irrevocable instructions and permission to
          the Company to deduct from any amounts owed to the Employee by the
          Company, including amounts payable as severance compensation, (a) any
          debt he has or will have to the Company; and/or (b) any amount that
          was wrongfully or mistakenly paid to him by the Company. Any such
          amounts to be deducted shall be calculated in real terms as of the
          date of the deduction, including linkage to cost of living index.

      8.5. The Company may at its discretion and at any time apply for and
           procure as owner and for its own benefit and at its own expense,
           insurance on the life of the Employee ("Key Man Life Insurance") in
           such amounts and in such form or forms as the Company may choose. The
           Employee shall cooperate with the Company in procuring such insurance
           and shall, at the Company's request, submit to such medical
           examinations, supply such information and execute such documents as
           may be required by the insurance company or companies to whom the
           Company has applied for such insurance. Neither the Employee nor any
           of his dependents shall have any interest whatsoever in any such
           policy or policies, or in the proceeds thereof.

     8.6. The Employee declares that the terms and conditions of his employment
          are personal and confidential and will not be disclosed by him.

     8.7. The Employee declares that he is free to enter into this Agreement and
          that he has no obligations of any kind to any third party that would
          impair this Agreement, either as an employee or an independent
          contractor. The Employee further declares that as long as he remains
          an employee of the Company, he will not incur any such obligations.

     8.8. The Employee agrees to keep confidential (a) all professional,
          scientific, commercial, and business information; and (b) any other
          information or document that comes to the Employee's knowledge in
          connection with the affairs of the Company (collectively, the
          "Confidential Information"), and agrees not to use or exploit the
          Confidential Information or to disclose it to any third party where
          such use, exploitation or disclosure in not directly related to the
          affairs of the Company, unless the Company gives prior written
          authorization of such disclosure.

     8.9. The Employees agrees that during his employment by the Company and
          thereafter he (a) will not disseminate or otherwise make use of the
          Confidential Information or of other non-public information of which
          he

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          learned while working for the Company, except where such dissemination
          or use is directly related to the affairs of the Company; (b) will
          maintain the confidentiality of the Confidential Information; and (c)
          will not in any way act to injure the reputation of the Company or any
          of its affiliated companies.

     8.10 The Employee understands and recognizes that his services to the
          Company are special and unique. Therefore, he agrees that during the
          term of this Agreement and for one (1) year after the termination for
          any reason of his employment, he shall not be employed in or give any
          services to any business or third party that competes with the Company
          or whose activities conflict with the activities of the Company,
          unless the Chairman of the Board of Directors has given his explicit
          written consent prior the commencement of such employment or the
          giving of such services.

     8.11 Upon termination of his employment, the Employee agrees to assist the
          Company with an orderly transition of his responsibilities and to
          return to the Company any documents, information and/or materials that
          were given to him or which were created by him in connection with his
          employment.

9.   INTELLECTUAL PROPERTY RIGHTS

     9.1.  The Employee declares that he is aware that anything that is done by
           him in the Company or in connection with the Company, whether it be
           an invention, a discovery, or the development of an idea or a thing,
           all within the framework of the Company's business (the Development")
           shall belong to and be controlled by the Company, unless the Board of
           Directors shall, in writing, direct otherwise.

     9.2.  The Company shall have the right to fully utilize and exploit the
           Development, as it sees fit, including changing it, registering part
           or all of it as a patent, whether in Israel or abroad, selling it,
           transferring it to a third party, all without being required to
           either receive the Employee's consent or pay the Employee any
           additional payment for such Development apart from any payment he
           receives pursuant to this Agreement.

     9.3.  The Development and any subsequent intellectual property arising
           therefrom shall remain the sole property of the Employer even after
           the Employee's employment terminates for any reason. The termination
           of this Agreement, whether due to its breach or its own terms, shall
           not impair the Company's exclusive rights in the Development.
           Notwithstanding the termination of this Agreement, the Board of
           Directors shall have the discretion to award the Employee a cash
           payment in accordance with the terms of paragraph 5.2.1, above, as a
           result of any Development or subsequent intellectual property arising
           therefrom developed primarily by the Employee.

     9.4.  The Employee may not do anything with the Development or any related
           materials without the knowledge and prior consent of the Company. The
           Employee declares that he neither has nor will have any rights in the
           Development or its fruits and that all rights to the Development and
           its fruits shall fully reside in the Company.

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     9.5.  Even in the event that at the time of the termination of the
           Employee's employment for any reason the Development has not been
           completed, the Employee shall be prohibited from any continued
           activity in connection with the subject of the Development, alone or
           in concert with others, that is not explicitly allowed in writing by
           the Company. The Company alone will be the sole owner of the
           uncompleted Development and shall have the sole right to complete the
           Development or to take any other action in connection with the
           Development.

10. INDEMNIFICATION

The Company shall take whatever steps are necessary to establish a policy of
indemnifying its officers, including, but not limited to the Employee, for all
actions taken in good faith in pursuit of their duties and obligations to the
Company. Such steps shall include, but shall not necessarily be limited to, the
obtaining of an appropriate level of Directors and Officers Liability coverage.

11.  GENERAL

     11.1. It is agreed that the provisions of this Agreement represent the full
           scope of the agreement between the parties and that neither side
           shall be bound by any promises, declarations, exhibits, agreements or
           obligations, oral or written, that are not included in this Agreement
           prior to its execution. Any changes or amendments to this Agreement
           must be in writing and signed by both parties.

     11.2. This Agreement shall be governed by, and construed and interpreted
           under, the laws of the State of Israel. The parties agree that any
           legal claim lodged by one party against the other arising from the
           terms of this Agreement shall be adjudicated only by the appropriate
           court in Jerusalem, Israel.

     11.3. If any provision of this Agreement shall be declared by a court of
           competent jurisdiction to be invalid, illegal or incapable of being
           enforced in whole or in part, the remaining conditions and provisions
           or portions thereof shall nevertheless remain in full force and
           effect and enforceable, and no provision shall be deemed dependent
           upon any other covenant or provision unless so expressed herein.

     11.4. The rights, benefits, duties and obligations under this Agreement
           shall inure to, and be binding upon, the Company, its successors and
           assigns, and upon the Employee and his legal representatives. This
           Agreement constitutes a personal service agreement, and the
           performance of the Employee's obligations hereunder may not be
           transferred or assigned by the Employee.

      11.5 The failure of either party to insist upon the strict performance of
           any of the terms, conditions and provisions of this Agreement shall
           not be construed as a waiver or relinquishment of future compliance
           therewith or with any other term, condition or provision hereof, and
           said terms, conditions and provisions shall remain in full force and
           effect. No waiver of any term or

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           condition of this Agreement on the part of either party shall be
           effective or any purpose whatsoever unless such waiver is in writing
           and signed by such party.

      11.6 The headings of Sections are inserted for convenience and shall not
           affect any interpretation of this Agreement.

12.  NOTICES

     12.1. A notice that is sent by registered mail to a party at its address as
           set forth in paragraph 12.2, below, shall be deemed received three
           (3) days after its posting, and the receipt stamped by the post
           office shall represent definitive evidence of the date of mailing.

     12.2. The addresses of the parties for the purposes of this Agreement are:

           PARTEC LTD.:

           216 Jaffa Road
           Jerusalem 94383

           EMPLOYEE:

           Gidon 22
           Jerusalem 93506


IN WITNESS WHEREOF the parties have hereunto set their hands at the place and on
the date first above written.


Partec Ltd.
By

/s/ Morris Laster                   /s/ Bob Trachtenberg
------------------------------      ------------------------
                                    Employee