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                                                    EXHIBIT 10.25

            AMENDED AND RESTATED EMPLOYMENT AGREEMENT
                         OF DAVIDI GILO
                              WITH
                        DSP TELECOM, INC.


     THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement"), made 
and entered into effective as of this 1st day of November, 1996, by and 
between DSP TELECOM, INC., a California corporation (hereinafter the 
"Corporation"), and DAVIDI GILO (hereinafter "Gilo").

                            RECITALS

     A.   On August 1, 1994, Gilo and the Corporation entered into an 
Employment Agreement (the "Employment Agreement"), as amended and restated as 
of December 15, 1995, for the provision by Gilo of certain services to the 
Corporation.

     B.   The Corporation and Gilo desire to amend and restate the Employment 
Agreement according to the terms and conditions set forth in this Agreement.

                            AGREEMENT

     NOW, THEREFORE, the parties hereto hereby agree as follows:

     1.   EMPLOYMENT DUTIES.

          a.   GENERAL.  The Corporation hereby agrees to employ Gilo, and 
Gilo hereby agrees to accept employment with the Corporation, on the terms 
and conditions hereinafter set forth.

          b.   CORPORATION'S DUTIES.  The Corporation shall allow Gilo to, 
and Gilo shall, perform responsibilities normally incident to his position as 
Chairman, subject to his election by the shareholders as a Director, but 
otherwise as the immediate superior to the Chief Executive Officer of the 
Corporation, commensurate with his background, education, experience and 
professional standing.  The Corporation shall provide Gilo with a private 
office, stenographic help, office equipment, supplies, customary services and 
cooperation suitable for the performance of his duties.  These duties shall 
be performed primarily in Santa Clara, California.

          c.   GILO'S DUTIES.  Unless otherwise agreed to by the parties, 
Gilo shall serve as the Chairman of the Board of the Corporation's parent, 
DSP Communications, Inc. ("DSPC"), a Delaware corporation.  Gilo shall devote 
at least twenty (20) hours per week on

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average to the work of the Corporation.  Gilo shall report directly to DSPC's 
Board of Directors.  Gilo's service for DSPC's subsidiaries, including, 
without limitation, the Corporation, DSP Telecommunications, Ltd , CTP 
Systems, Ltd, DSPC Israel, Ltd, DSPC Japan, Inc., and CTP Systems, Inc. shall 
be credited to the twenty (20) hour requirement.  Mr. Gilo shall inform the 
Board of any other positions that he takes with any other corporation.

     2.   TERM.  This Agreement shall terminate December 31, 2001, unless (a) 
extended as set forth herein, or (b) terminated sooner under the terms of 
this Agreement.  Thereafter, this Agreement may be renewed by Gilo and the 
Board of Directors of this Corporation on such terms as the parties may agree 
to in writing.  Absent written notice to the contrary, thirty (30) days prior 
to the end of the employment term, this Agreement will be renewed for 
consecutive one (1) year extensions.  As used herein, the term "employment 
term" refers to the entire period of employment of Gilo hereunder, including 
any extensions.

     3.   COMPENSATION.  Gilo shall be compensated as follows:

          a.   FIXED SALARY.  Gilo shall receive a fixed annual salary of 
Three Hundred Thousand Dollars ($300,000).  The Corporation agrees to review 
the fixed salary following the end of each twelve (12) month period during 
the employment term based upon Gilo's services and the Corporation's 
financial results during the calendar year, and to make such increases as may 
be determined appropriate in the discretion of the Corporation's Board of 
Directors.

          b.   PAYMENT.  Gilo's fixed salary shall be payable on a 
semi-monthly basis.

          c.   BONUS COMPENSATION.  During the employment term, Gilo shall 
participate in each bonus plan adopted by the Corpor-ation's Board of 
Directors.  Commencing in 1996, Gilo shall be entitled to receive an annual 
bonus equal to (i) twenty-five percent (25%) of his base salary should this 
Corporation meet eighty percent (80%) of its plan as presented to the Board 
in January of each year, during the term of Gilo's employment ("Yearly 
Plan"); (ii) fifty percent (50%) of his base salary should this Corporation 
meet its Yearly Plan; and (iii) one hundred percent (100%) of his base salary 
should this Corporation meet one hundred twenty percent (120%) of its Yearly 
Plan, with the bonus prorated if the Yearly Plan is met between eighty 
percent (80%) and one hundred percent (100%); or between one hundred percent 
(100%) and one hundred twenty percent (120%). The meeting of the Yearly Plan 
for purposes of this Section shall be based upon the actual revenues and 
earnings per share for each applicable year (each weighted fifty percent 
(50%)) compared to the revenues and

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earnings per share projected in the Yearly Plan (with each item weighted 
fifty percent (50%)) and no item shall be counted if it is not at least 
eighty percent (80%) met.

          d.   VACATION.  Gilo shall accrue paid vacation at the rate of 
twenty-five (25) days for each twelve (12) months of employment.  Gilo shall 
be compensated at his usual rate of compensation during any such vacation.  
Gilo shall be entitled to ten (10) paid holidays during each twelve (12) 
months of employment.

          e.   BENEFITS.  During the employment term, Gilo and his dependents 
shall be entitled to participate in any group plans or programs maintained by 
the Corporation for any employees relating to group health, disability, life 
insurance and other related benefits as in effect from time to time.  The 
level of benefits shall be based on the salary payable to Gilo.  The 
Corporation shall provide Gilo with Director and Officer Insurance, if 
reasonably available to the Corporation, and all of its officers and 
directors.  Gilo shall in no event receive less insurance coverage than that 
available to any other employee. The Corporation shall, at a minimum, keep in 
full force and effect its indemnification agreement previously entered into 
with Gilo.

     4.   EXPENSES.  The Corporation shall reimburse Gilo for his normal and 
reasonable expenses incurred for travel, entertainment and similar items in 
promoting and carrying out the business of DSPC in accordance with the 
Corporation's general policy as adopted by the Corporation's management from 
time to time.  As a condition of reimbursement, Gilo agrees to provide the 
Corporation with copies of all available invoices and receipts, and otherwise 
account to the Corporation in sufficient detail to allow the Corporation to 
claim an income tax deduction for such paid item, if such item is deductible. 
 Reimbursements shall be made on a monthly, or more frequent, basis.  The 
Corporation shall also reimburse Gilo for all professional membership dues 
incurred, if any; all technical books purchased by Gilo; and all moving and 
relocation expenses, incurred by Gilo at the Corporation's request.

     5.   CONFIDENTIALITY AND COMPETITIVE ACTIVITIES.  Gilo agrees that 
during the employment term he is in a position of special trust and 
confidence and has access to confidential and proprietary information about 
the Corporation's business and plans.  Gilo agrees that he will not directly 
or indirectly, either as an employee, employer, consultant, agent, principal, 
partner, stockholder, corporate officer, director, or in any similar 
individual or representative capacity, engage or participate in any business 
that is in competition, in any manner whatsoever, with the Corporation.  
Notwithstanding anything in the foregoing to the contrary, Gilo shall be 
allowed to invest as a shareholder in publicly traded companies, or through a 
venture capital firm or an investment pool.

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     For purposes of this Section 5, the term "Corporation" shall also mean 
DSPC or any of its subsidiaries.

     6.   TRADE SECRETS.

          a.   SPECIAL TECHNIQUES.  It is hereby agreed that the Corporation 
has developed or acquired certain products, technology, unique or special 
methods, manufacturing and assembly processes and techniques, trade secrets, 
special written marketing plans and special customer arrangements, and other 
proprietary rights and confidential information and shall during the 
employment term continue to develop, compile and acquire said items (all 
hereinafter collectively referred to as the "Corporation's Property").  It is 
expected that Gilo will gain knowledge of and utilize the Corporation's 
Property during the course and scope of his employment with the Corporation, 
and will be in a position of trust with respect to the Corporation's Property.

          b.   CORPORATION'S PROPERTY.  It is hereby stipulated and agreed 
that the Corporation's Property shall remain the Corporation's sole property. 
 In the event that Gilo's employment is terminated, for whatever reason, Gilo 
agrees not to copy, make known, disclose or use, any of the Corporation's 
Property without the Corporation's prior written consent which shall not be 
unrea-sonably withheld.  In such event, Gilo further agrees not to endeavor 
or attempt in any way to interfere with or induce a breach of any prior 
proprietary contractual relationship that the Corporation may have with any 
employee, customer, contractor, supplier, representative, or distributor for 
nine (9) months. Gilo agrees upon termination of employment to deliver to the 
Corporation all confidential papers, documents, records, lists and notes 
(whether prepared by Gilo or others) comprising or containing the 
Corporation's Property.  Gilo recognizes that violation of covenants and 
agreements contained in this Section 6 may result in irreparable injury to 
the Corporation which would not be fully compensable by way of money damages.

          c.   COVENANT NOT TO COMPETE.  For a period of one (1) year from 
the date of any termination of Gilo's employment with the Corporation, 
provided that he has sold substantially all of his stock in the Corporation, 
Gilo shall not, directly or indirectly, either as an employee, employer, 
consultant, agent, principal, partner, stockholder, corporate officer, 
Director, or in any other individual or representative capacity, engage or 
participate in any activities within the State of California, which are the 
same as, or competitive with, the activities in which the Corporation is 
presently engaged.

          d.   CORPORATION DEFINED.  For purposes of this Section 6, the term 
"Corporation" shall also mean DSPC and any of its subsidiaries.

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     7.   TERMINATION. 

          a.   GENERAL.  The Corporation may terminate this Agreement without 
cause, by written notice.  Gilo may voluntarily terminate his employment 
hereunder upon ninety (90) days' advance written notice to the Corporation.

          b.   TERMINATION FOR CAUSE.  The Corporation may immediately 
terminate Gilo's employment at any time for cause. Termination for cause 
shall be effective from the receipt of written notice thereof to Gilo 
specifying the grounds for termination and all relevant facts.  Cause shall 
be deemed to include:  (i) material neglect of his duties or a significant 
violation of any of the provisions of this Agreement, which continues after 
written notice and a reasonable opportunity (not to exceed thirty (30) days) 
in which to cure; (ii) fraud, embezzlement, defalcation or conviction of any 
felonious offense; or (iii) intentionally imparting confidential information 
relating to the Corporation or DSPC or their business to com-petitors or to 
other third parties other than in the course of carrying out his duties 
hereunder.  The Corporation's exercise of its rights to terminate with cause 
shall be without prejudice to any other remedy it may be entitled at law, in 
equity, or under this Agreement.

          c.   TERMINATION UPON DEATH OR DISABILITY.  This Agreement shall 
automatically terminate upon Gilo's death. In addition, if any disability or 
incapacity of Gilo to perform his duties as the result of any injury, 
sickness, or physical, mental or emotional condition continues for a period 
of thirty (30) business days (excluding any accrued vacation) out of any one 
hundred twenty (120) calendar day period, the Corporation may terminate 
Gilo's employment upon written notice.  Payment of salary to Gilo during any 
sick leave shall only be to the extent that Gilo has accrued sick leave or 
vacation days.  Gilo shall accrue sick leave at the same rate generally 
available to the Corporation's employees.

          d.   SEVERANCE PAY.  If this Agreement is terminated without cause 
pursuant to Section 7.a. (above), the Corporation shall pay Gilo a 
severance/consulting fee equal to the  full amount of the compensation that 
he could have expected under this Agreement, as and when payable under this 
Agreement, without deduction except for tax withholding amounts, through the 
end of the term, during which Gilo shall remain as a consultant to the 
Corporation.  The Corporation shall pay Gilo a severance fee equal to his 
monthly salary at his then-current rate of fixed salary compensation, 
multiplied by the number six (6) if this Agreement is terminated pursuant to 
Section 7.b (i) (above) or if Gilo or the Corporation elects not to renew 
this Agreement.  The Corporation shall pay Gilo a severance fee equal to his 
monthly salary at his then-current rate of fixed salary compensation, 
multiplied by the lesser of the number eighteen (18) or the number of months 
left in the original term of this Agreement as set forth

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herein plus eight (8), if Gilo voluntarily elects to terminate his 
employment, unless the Corporation successfully claims that a termination in 
accordance with Section 7. b(ii) and (iii) is in order, or if Gilo or the 
Corporation elects not to renew this Agreement.  There shall be no severance 
in the event that this Agreement is terminated in accordance with Section 7.b 
(ii) and (iii).    

     8.   CORPORATE OPPORTUNITIES.

          a.   DUTY TO NOTIFY.  In the event that Gilo, during the employment 
term, shall become aware of any material and significant business opportunity 
directly related to the Corporation's digital signal processing business or 
the Corporation's wireless PBX business, or such other businesses that become 
significant for the Corporation, Gilo shall promptly notify the Corporation's 
Directors of such opportunity.  Gilo shall not appropriate for himself or for 
any other person other than the Corporation, or any affiliate of the 
Corporation, any such opportunity unless, as to any particular opportunity, 
the Board of Directors of the Corporation fails to take appropriate action 
within thirty (30) days.  Gilo's duty to notify the Corporation and to 
refrain from appropriating all such opportunities for thirty (30) days shall 
neither be limited by, nor shall such duty limit, the application of the 
general law of California relating to the fiduciary duties of an agent or 
employee.

          b.   FAILURE TO NOTIFY.  In the event that Gilo fails to notify the 
Corporation of, or so appropriates, any such opportunity without the express 
written consent of the Board of Directors, Gilo shall be deemed to have 
violated the provisions of this Section notwithstanding the following:

               i.   The capacity in which Gilo shall have acquired such 
opportunity; or

               ii.  The probable success in the Corporation's hands of such 
opportunity.

          c.   CORPORATION DEFINED.  For purposes of this Section 8, the term 
"Corporation" shall also mean DSPC or any of its subsidiaries.

     9.   MISCELLANEOUS.  

          a.   ENTIRE AGREEMENT.  This Agreement constitutes the entire 
agreement and understanding between the parties with respect to the subject 
matters herein, and supersedes and replaces any prior agreements and 
understandings, whether oral or written between them with respect to such 
matters.  The provisions of this Agreement may be waived, altered, amended or 
repealed in whole or in part only upon the written consent of both parties to 
this Agreement.

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          b.   NO IMPLIED WAIVERS.  The failure of either party at any time 
to require performance by the other party of any provision hereof shall not 
affect in any way the right to require such performance at any time 
thereafter, nor shall the waiver by either party of a breach of any provision 
hereof be taken or held to be a waiver of any subsequent breach of the same 
provision or any other provision.

          c.   PERSONAL SERVICES.  It is understood that the services to be 
performed by Gilo hereunder are personal in nature and the obligations to 
perform such services and the conditions and covenants of this Agreement 
cannot be assigned by Gilo. Subject to the foregoing, and except as otherwise 
provided herein, this Agreement shall inure to the benefit of and bind the 
successors and assigns of the Corporation.

          d.   SEVERABILITY.  If for any reason any provision of this 
Agreement shall be determined to be invalid or inoperative, the validity and 
effect of the other provisions hereof shall not be affected thereby, provided 
that no such severability shall be effective if it causes a material 
detriment to any party.

          e.   APPLICABLE LAW.  This Agreement shall be governed by and 
construed in accordance with the laws of the State of California, applicable 
to contracts between California residents entered into and to be performed 
entirely within the State of California.

          f.   NOTICES.  All notices, requests, demands, instruc-tions or 
other communications required or permitted to be given under this Agreement 
shall be in writing and shall be deemed to have been duly given upon 
delivery, if delivered personally, or if given by prepaid telegram, or mailed 
first-class, postage prepaid, registered or certified mail, return receipt 
requested, shall be deemed to have been given seventy-two (72) hours after 
such delivery, if addressed to the other party at the addresses as set forth 
on the signature page below.  Either party hereto may change the address to 
which such communications are to be directed by giving written notice to the 
other party hereto of such change in the manner above provided.

          g.   MERGER, TRANSFER OF ASSETS, OR DISSOLUTION OF THE CORPORATION. 
 This Agreement shall not be terminated by any dissolution of the Corporation 
resulting from either merger or consolidation in which the Corporation is not 
the consolidated or surviving corporation or a transfer of all or 
substantially all of the assets of the Corporation.  In such event, the 
rights, benefits and obligations herein shall automatically be assigned to 
the surviving or resulting corporation or to the transferee of the assets.

          h.   CONFLICT.  The parties acknowledge that Pezzola & Reinke, A 
Professional Corporation ("P&R") is counsel to each of them.  The parties 
have been made aware of the

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conflict and advised to seek independent counsel.  Gilo acknowledges that P&R 
advised the Corporation and not Gilo.  Gilo hereby acknowledges the conflict 
and waives it as to P&R's participation in this Agreement.  The Corporation 
acknowledges the conflict and waives it as to P&R's participation in this 
Agreement.

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

DSP TELECOM, INC.
a California corporation
20300 Stevens Creek Blvd., Ste. 465
Cupertino, CA  95014


By:  /s/ Nathan Hod                  /s/ Davidi Gilo             
   ----------------------------    ------------------------------
   NATHAN HOD, Chief Executive     DAVIDI GILO
   Officer                         100 Why Worry Lane
                                   Woodside, CA  94062