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                              EMPLOYMENT AGREEMENT

                Made and entered in Tel-Aviv, on 13 of June 2000


Between:

MULTIMEDIA K.I.D - INTELLIGENCE IN EDUCATION LTD.
Of 23 Haluzat hapardesanut Street
Petah Tikva


("THE COMPANY")                                      ON THE ONE PART

and

YESHAYAHU ORBACH

68 Dan Street
Kohav Yair

("THE EMPLOYEE" )                                    ON THE OTHER PART



WHEREAS:  The employee is a senior  executive,  experienced and  knowledgeable
          in the management of large scale companies,

Whereas:   The Employee declares that he has the ability and know-how required
           in order to  suitably  function  as the  company's  Chief  Executive
           Officer  (CEO)  and President, and

WHEREAS:   The company wishes to employ the employee in that capacity, and
           the Employee wishes to be employed  by the company in that capacity,
           and

Whereas:   The parties wish to set forth the terms and conditions of the
           Employee's employment by the company,

Now therefore, the parties hereby agree and stipulate as following:

1.       PREAMBLE
         --------

   1.1.   The preamble to this agreement constitutes an integral part thereof.

   1.2.   The Articles headings are for convenience reasons only, and are not to
          be used for the purpose of the interpretation of this agreement.

2.       EMPLOYEE'S UNDERTAKINGS
         -----------------------

   2.1.   It is hereby agreed that the Employee's obligations towards the
          company shall be, inter alia, as following:


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   2.2.   To carry out his duties in accordance with the general guidelines he
          shall receive from the company's Board of Directors ("THE BOARD") from
          time to time, and to devote all his time, efforts and attention to the
          performance of his duties.

   2.3.   To serve the company in a loyal and integral manner and to do his
          utmost in order to represent the company's best interests.

   2.4.   Not to accept any other position as an employee of any third party,
          regardless of the compensation he may or may not receive from said
          third party, without the company's written consent.

   2.5.   Not to disclose any professional information and/or other information
          pertaining to the Employee's position and duties and/or information
          that has come to his attention as a result of his employment by the
          company, to any third party, throughout the term of this agreement and
          at all times thereafter.

   2.6.   It is mutually agreed that any and all patents, invention and/or
          copyright work, developed by the Employee during his employment by the
          company and relating to his employment by the company, shall be the
          exclusive property of the company, and the Employee hereby waives any
          and all right and/or claim of any kind or sort, arising out of the
          above.

   2.7.   The Employee shall report directly to the board, shall follow the
          board's instructions according to the provision of the company's
          Memorandum and Articles of Association, and supply the board with all
          information required by the board.

   2.8.   The parties confirm and agree, that the Company undertakes to cause
          that the Company's parent company, Multimedia Kid Inc. ("Jenkon"),
          shall appoint Employee as Jenkon's CEO and President. It is hereby
          agreed, that the appointment of Employee as Jenkon's CEO and President
          is subject to the approval of the Board of Directors of Multimedia Kid
          Inc. The company undertakes to obtain such approval.

   2.9.   All of Employee's undertakings under this agreement shall apply,
          mutatis mutandis, to Employee's position in Jenkon, and the company
          and Multimedia Kid shall divide between them, at a rate decided
          between Multimedia Kid and the Company, the obligation to pay
          Employees salary and other compensation under this agreement. Without
          derogation from the above, Employee shall not be entitled to any
          additional payment and/or compensation, other than as stated in this
          agreement, for serving as Jenkon's CEO.

3.       PERSONAL AGREEMENT
         ------------------

   3.1.   This agreement is a personal and specific agreement, that sets up the
          relations between the Employee and the company, and exclusively
          defines the terms of the Employee's employment by the company, subject
          to the provisions of the Israeli Law.

   3.2.   The Employee hereby states and declares that the term of his
          employment, his salary, and all other benefits under this agreement,
          replace and come instead of any and all rights granted to him under
          law, collective agreement, collective arrangement, extension order,
          etc. The Employee hereby waives any and all claim or demand for any
          benefit and/or payment due to him under the provisions of all above
          statutes.

   3.3.   Should the Employee initiate in future legal proceedings against the
          company, demanding benefits and/or payments due to him under the
          provisions of all above statutes, which are not included in this
          agreement, the company shall be entitled to deduct and/or set-off all
          the Employee's demands from any and all financial benefits awarded the
          employee under this agreement, which the company is not legally
          obligated to pay.

4.       WORK HOURS
         ----------


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   4.1.   The Employee hereby states and confirms that he is employed by the
          company at a managerial position, on a full time basis. The Employee
          further states and declares that his employment by the company
          involves a high degree of personal trust and faithfulness that makes
          it impossible for the company to oversee and control the Employee's
          working hours. Subsequently, it is therefore agreed by the parties,
          that the provisions of the Israeli Times of Work and Rest Law 1951,
          shall not apply to the employment of the Employee, and that the
          Employee shall not be entitled to any additional remuneration or
          compensation for the work performed while employed by the company,
          including work performed during rest days or overtime.

5.       COMPENSATION
         ------------

   5.1.   As full compensation for all services rendered, and work and efforts
          invested by the Employee on the company's behalf, the company shall
          pay the Employee the following payments:

   5.2.   A monthly gross salary of 56,500 NIS, which will be paid no later than
          the 9th day of every month ("THE SALARY"). The Salary shall be indexed
          to the Israeli Consumer Price Index published by the Israeli Central
          Bureau of Statistics ("the Index"). The base index shall be the index
          known at the time of the signing of this agreement. Each salary shall
          be increased, by the ratio received by dividing the Index known at the
          time of payment of each salary, by the base Index.

   5.3.   The Employee shall be entitled to 23 days of annual leave. The date of
          the annual leave shall be decided by the company, in co-ordination,
          whenever possible, with the wishes of the Employee. Unused vacation
          days of any year may be carried over to the following years, provided
          that the Employee shall not be permitted to be absent from work on
          vacation for more than 30 working days in any particular calendar
          year.

   5.4.   Notwithstanding the foregoing, with respect to any year, if the number
          of vacation days carried forward from prior years plus the 23 vacation
          days with respect to such year would exceed 70 days (the number of
          vacation days in excess of 70 being referred to as "Excess Vacation
          Days"), the Employee must either use the Excess Vacation Days during
          such year or be paid by the Company at the end of such year for any
          Excess Vacation Days which are not so used. The Company shall pay the
          Employee for Excess Vacation Days based on the Salary as then in
          effect. Any Excess Vacation Days for which the Employee receives
          payment in accordance with this Section shall be deemed cancelled.
          Unused vacation days may be added to the Prior Notice Period pursuant
          to this agreement

   5.5.   The Employee shall be entitled to an annual convalescence payment for
          10 (ten) convalescence day ("Dmei Havra'a"). Additionally, the
          Employee shall be entitled to a maximum of 30 (thirty) days sick pay
          in any one calendar year in the event that the Employee is absent from
          work due to sickness Unused sick pay days of any year may be carried
          over to the following years, up to a maximum of 180 days. Any sick
          payment day in excess of 180 days, will automatically expire, and the
          Employee shall not be entitled to payment due to said excess sick pay
          days.

   5.6.   All other social benefits shall be as per the provisions of the
          relevant labour laws in force at the time of this agreement.

   5.7.   The Employee shall bear, and the company shall deduct from the
          Employee's monthly salary, Income Tax, Social Security Payments,
          Health Insurance payments, and any and all other obligatory payments
          imposed by law on Employees in Israel, which the Employee shall be
          obligated under law to pay.

   5.8.   The Company shall insure Employee under an "Manager's Insurance
          Scheme" currently maintained on behalf of the employee, number
          ______________ (hereinafter referred to as the "MANAGERS INSURANCE")
          as follows: (i) the Company shall pay an amount equal to 5% of
          Employee's Salary towards the Managers Insurance for Employee's
          benefit and shall deduct 5% from Employee's Salary and pay such amount
          towards the Managers Insurance for Employee's


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          benefit (the various components of the Managers Insurance shall be
          fixed at the discretion of Employee); and (ii) the Company shall pay
          an amount of 2.5% of Employee's Monthly Salary towards disability
          insurance and (iii) the Company shall pay an amount equal to 8-1/3% of
          Employee's Salary towards a fund for severance compensation which
          shall be payable to Employee upon Termination of this agreement. The
          Insurance Policy shall include an automatic ownership transfer clause,
          which will transfer the policy to the ownership of the Employee
          immediately upon termination of this agreement.

   5.9.   The Company will reimburse the Employee for reasonable business
          expenses incurred by the Employee in the performance of services for
          the Company abroad, provided that the Employee provides the Company
          with reasonable documentation of such business expenses

  5.10.  The Company shall pay the full salary of Employee, including
          insurance, social benefits and fringe benefits, during the period of
          Employee's military reserve service. National Insurance Institute
          transfers in connection with such military reserve duty shall be
          retained by the Company.

  5.11.   The company shall open and maintain, an advanced study fund under the
          employee's name ("THE STUDY FUND") . The company shall deposit in the
          study fund a monthly amount in NIS equivalent to 7.5% of the
          Employee's gross salary. The Employee shall deposit a monthly amount
          in NIS equivalent to 2.5% of the Employee's gross salary in the study
          fund, and hereby gives the company his irrevocable instructions to
          deduct 2.5% from the Employe's gross monthly salary and to deposit
          this amount in the study fund.

  5.12.   The employee shall have, for the term of this agreement, the use of a
          company's car from group 5-6 ("THE CAR"), as defined by the Income Tax
          Regulations. The car shall be put at the exclusive disposal of the
          Employee and his immediate family. The company shall bear all costs
          and expenditures of the upkeep and maintenance of the car, including
          but not limited to, insurance, petrol, repairs, etc. The company shall
          not be required to pay any traffic tickets and/or fines levied on the
          Employee. The value of the use of the car, including all costs and
          expenditures pertaining to the upkeep and maintenance of the car,
          shall be grossed up in the Employee's salary. The Employee will
          promptly return the car to the Company upon termination of this
          agreement, for whatever reason.

6.       THE ANNUAL BONUS
         ----------------

   6.1.   The employee shall be entitled to a bonus, at the end of each calendar
          year (hereinafter: "THE BONUS"). The amount of the bonus shall be the
          amount of the Basic Bonus, as defined hereunder, multiplied by the
          Employees annual score, as defined hereunder.

   6.2.   For the purpose of this agreement, "The Basic Bonus" - shall be the
          aggregate amount of three (3) Employee's gross monthly salaries.

   6.3.   The Employee shall be entitled to receive the bonus, provided the
          Employee's annual score, as defined hereunder, shall not fall below
          70%. In the event the Employees annual score shall be less than 70%,
          the Employee will not be entitled to receive any bonus. In the event
          the Employee's annual score exceeds 100%, the Employee shall not be
          entitled to a Bonus exceeding the amount of the Basic Bonus.

   6.4.   At the end of each year, the employee shall receive an Annual Score
          ("THE ANNUAL SCORE") , which will be calculated and depend upon the
          following variables. The score shall be on a scale between 0% and
          100%.:

      6.4.1.   20% of the annual score shall consist of the percentage of annual
               sales targets reached by the company, out of the sales targets
               set and defined in the company's annual Budget .


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      6.4.2.   25% of the annual score shall consist of the percentage of the
               profitability goals reached by the company, out of the
               profitability targets set and defined in the company's annual
               Budget .

      6.4.3.   30% of the annual score shall consist of the percentage of the
               annual amount of orders received by the company, out of
               anticipated orders set and defined in the company's annual
               Budget.

      6.4.4.   10% of the annual score shall consist of the percentage of the
               annual quality scores reached by the company, out of anticipated
               quality scores set and defined in the company's annual Budget .

      6.4.5.   15% of the bonus shall depend on the board's discretion.

   6.5.   The amount to which the Employee shall be entitled to, as Bonus, under
          this agreement, shall be considered as a loan, and shall be used by
          the Employee, at the Employee's discretion, for excersing the options
          given to the Employee under this agreement. If the Employee decides
          not to exercise his options, at any particular year, the amount
          considered as loan, shall again be considered as Bonus, and will be
          paid to the Employee. The Employee shall bear and the company shall
          deduct from the Employee's monthly salary all taxes and/or other
          obligatory payments imposed by law deriving from the bonus.

   6.6.   The Employee shall be entitled to take part and/or to be engaged as a
          director (external or otherwise) in any board of directors besides the
          board of the company only subject to a written consent signed and
          affirmed by the Chairman of the Company's Board of Directors .

   6.7.   The Company shall place a cellular-phone at the Employees disposal,
          for the execution of the employees duties under this agreement. The
          company shall bear all costs and expenses related to the cell-phone.
          Upon termination of this agreement, for whatever purpose, the Employee
          shall promptly return the cell-phone to the Company. The Employee
          shall promptly inform the company, at the end of each month, of any
          personal over-seas calls the Employee has made , with the cellular
          -phone, during that month, and shall reimburse the company for all
          costs and expenses incurred by Company due to said personal overseas
          calls. The company shall be entitled to deduct from Employee's salary,
          or any other payment to which Employee may be entitled under this
          agreement, all costs and expenses incurred by Company due to said
          personal overseas calls

7.       TERM AND TERMINATION
         --------------------

   7.1.   This agreement shall commence in three (3) months and one (1) week
          from the signing of this agreement. This agreement shall remain in
          force, for an unlimited period, until it is terminated by either
          party. Each side to this agreement may terminate this agreement by a
          Written Prior Notice, of three (3) months ("THE PRIOR NOTICE"). The
          agreement shall terminate at the end of the Prior Notice period.

   8.     This Agreement may be terminated at the option of the Company for
          Cause (as hereinafter defined), effective as of the date on which the
          Company gives notice to the Employee that it is terminating his
          employment.

   8.1.   The term "Cause" shall mean any of the following events:

      8.1.1.   fraud, misappropriation or embezzlement of funds or property by
               the Employee involving the Company or an Affiliated Company;

      8.1.2.   the conviction of the Employee in any jurisdiction for any crime
               which constitutes a felony, or for a crime which constitutes a
               misdemeanor that involves fraud or moral


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               turpitude and that results in a material loss to the Company or
               an Affiliated Company, or their respective businesses or
               reputation;

      8.1.3.   Employee's willful misconduct in, or willful neglect of, the
               performance of his duties and responsibilities hereunder other
               than by reason of illness or disability, or the Employee's
               repeated willful violation of any reasonable specific written
               directions of the Board of Directors or any committee thereof of
               the Company, which directions are consistent with the provisions
               of this Agreement; or

      8.1.4.   the Employee's breach of his undertakings for confidentiality
               and non-competition set forth hereunder; or

      8.1.5.   Employee's performing any other act and/or omission upon the
               occurrence of which the Company may dismiss the Employee without
               compensation.

          "Affiliated Companys" shall mean all entities that are direct or
          indirect subsidiaries of the Company and all entities with which the
          Company has a significant joint venture.

      8.1.6.   The Employee had breached this agreement by a material breach,
               and did not repair the breach within 5 days from the company's
               written notice demanding the repair of said breach.

      8.1.7.   In the event of the termination of this agreement, for cause,
               this agreement shall be terminated immediately, and Employee
               shall not be entitled to any Prior Notice period and/or
               Orientation Payment under this agreement.

   8.2.   Upon termination of this agreement, other than for "cause", and
          throughout the prior-notice period, the Employee shall leave his
          position in an orderly manner, in coordination with the board, and
          shall supply his successor with all the assistance and information
          required by the successor.

   8.3.   In the event the company terminates this agreement, other than for
          cause, the company shall continue to provide Employee, after the
          termination of the 3 months prior notice period, a monthly payment and
          terms equal to the amount of Employee's salary at the time the Prior
          Notice had been given (including all social benefits, car , cell
          phone, etc, but excluding all bonuses and options), for three
          consecutive months, in order to assist Employee to adjust to the
          termination of this agreement ("THE ORIENTATION PAYMENT"). During the
          three months in which the Employee shall be entitled to receive the
          orientation payment , the company shall allow employee to continue to
          use the Car, cellular- phone .For the avoidance of any doubt - the
          Employee shall not be considered as an Employee of the company during
          the Orientation Payment period, and shall not be entitled to any
          payments relating to Bonus or Options, during the Orientation Payment
          period.

   8.4.   The company shall not pay Employee the Orientation Payment, in case
          Employee gives Company Prior Notice.

   8.5.   All of Employee's rights, for Bonuses and/or Stock Options, under this
          agreement, shall terminate immediately upon the giving of Prior
          Notice, under this agreement , by one of the parties of this agreement
          to the other party.

9.       CONFIDENTIALITY AND NON-COMPETITION
         -----------------------------------

   9.1.  The employee undertakes, throughout the term of this agreement, not to
         not to have any ownership interest (of record or beneficial) in, or
         have any interest, as an employee, salesman, consultant, officer or
         director in, or otherwise aid or assist in any manner, any firm,
         corporation, partnership, proprietorship, or other business that
         engages , whether in Israel or abroad, in any activity and/or business
         which is similar to that of the company .


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   9.2.  The Employee undertakes to keep secret and retain in strictest
         confidence , and not to use for his or any person's or entity's
         benefit, other than the company ,all confidential matters and trade
         secrets known to him relating to the business and the operation of the
         company, including, without limitation, information regarding software,
         systems, customer lists, pricing policies, products development and
         manufacture technique and/or methods and/or processes , operational
         methods, know-how, inventions and research projects and other business
         affairs related to the business and/or operation of the company.

   9.3.  Employee agrees and undertakes that during the period of his employment
         and for a period of 12 months following termination of the employment,
         he will not, directly or indirectly, for any purpose or in any place,
         employ any person employed by the Company on the date of such
         termination or during the preceding twelve months or induce any such
         person to leave his employment with the Company.

10.      OPTIONS
         -------

  10.1.  Subject to the consent of the Board of Directors of the Company's
         Parent Company, Multimedia Kid Inc (For the purpose of this Section,
         Multimedia Kid Inc and the Company, jointly and separately shall be
         called : "THE COMPANY"), The Employee shall be granted options (the
         "Options") to acquire 200,000 Ordinary Shares (the "SHARES") at a per
         share price reflecting a fair market price to be determined by the
         Company's Board of directors on or about the date on which the employee
         will commence his duties with the Company, under a Stock Option Plan
         (the "PLAN") adopted by the Board of Directors of the Company.. The
         parties herein agree that to better clarify the "fair market price" and
         as an example to such a "fair market price", a price, in NIS, equal to
         US $ 3.5 (three and a half US Dollars) reflects a "fair market price"
         as of June 13, 2000. The Company undertakes to obtain such Board of
         Director's approval for the Plan, to the extent necessary and not
         previously obtained, as soon as practicable following the date of this
         Agreement, and in any event, prior to the commencement of this
         agreement.

  10.2.  These Options will vest and become exercisable with respect to 33.33%
         of the Shares upon the termination of the first 12 months of the
         commencing of this agreement, and with respect to each additional
         33.33% of the Shares on the last day of each twelve month thereafter
         until the Options are fully vested and exercisable provided that no
         portion of the Options will vest after the date on which either party
         has given the other party Prior Notice under this agreement.

  10.3.  The exercise price for the Options shall be payable (and the agreement
         evidencing the Options shall specify that the exercise price shall be
         payable) by cash or check. The Options shall expire ten years from the
         date of grant (the "Expiration Date"), subject to the following : Upon
         termination of this Agreement, for whatever reason, the portion of the
         shares, under this agreement, which have not yet been vested, shall
         automatically expire.

  10.4.  The Employee shall pay to the Company or make provisions satisfactory
         to the Company for payment of any taxes required by law to be withheld
         by the Company in connection with the grant of the Options to or
         exercise of the Options by the Employee, and from the payment for, or
         the subsequent disposition of, the Shares covered thereby. The Employee
         hereby irrevocably authorizes the Company to deduct from any payment
         due to him from the Company any amount he owes to the Company under
         this Section . The Employee acknowledges that he shall also be
         responsible for taxes relating to the Options and the Shares which are
         imposed on, and which are the individual responsibility of, the
         Employee under applicable law.

  10.5.  Shares issued to the Employee upon exercise of the Options will be duly
         authorized, validly issued, fully paid and non-assessable. The
         Company's issuance of the Shares to the Employee will not violate any
         pre-emptive rights, rights of first refusal or other similar rights in
         favor of other persons.

  10.6.  The Employee hereby waives any claim, demand or cause of action he may
         have against the Company, anyone acting on its behalf, in connection
         with the administration of the Plan, or any Taxation obligation which
         may arise, due to the granting of the Option and/or the vesting of the
         Option Shares and/or the exercise of any portion of the Option Shares.


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  10.7.  The Employee acknowledges that he is fully familiar with the provisions
         of applicable law concerning the taxation of the Option and the holding
         or disposition of the Shares, and agrees that the Option and the
         issuance, holding and disposing of the Shares shall be treated for tax
         purposes in accordance with such provisions. The filing of all the
         necessary tax returns and reports and the payment of any taxes or other
         payments due in connection with the issuance of the Options or the
         issuance, holding or disposition of the Shares, as well as on account
         of any dividends or other benefits that may accrue to the Employee in
         connection with the Options or the Shares, will be the sole
         responsibility of and be borne exclusively by the Employee. The Company
         will be entitled to deduct any taxes due on account of the Option or
         the Shares from the Employee's salary or any other payments due to the
         Employee from the Company.

  10.8.  The Employee agrees to indemnify the Company for any taxes paid or
         other payments made by either the Company on account of the Employee or
         any actions taken or omitted from being taken by the Company in good
         faith hereunder, and waives any claim against the Company or the
         Trustee in connection with their action pursuant to this Agreement or
         applicable law.

  10.9.  The Option granted to the Employee is not and will not be considered
         part of his salary for the purpose of determining the social benefits
         to which the Employee is entitled.

  10.10. The number of Shares subject to the Options and the exercise price per
         share will be subject to adjustment for stock splits, stock dividends
         and the like. The Company will provide the Employee with at least 20
         days' prior written notice of any acquisition, liquidation or
         dissolution of the Company. Appropriate adjustment shall be made to the
         Options in the event of any reorganization or recapitalization of the
         Company.

  10.11. The provisions of this agreement notwithstanding, in the event that (I)
         the company will issue additional stock to a third party, thereby
         transferring the control of the company to a third party, which is not
         a known holder of a controlling interest in the Parent Company at the
         time of the commencing of this agreement, or (ii) in the event the
         holders of a controlling interest in the parent Company, existing at
         the time of the signing of this agreement, will sell all of the parent
         Company's shares in their possession to a third party thereby
         transferring the control of the company to a third party, the option
         granted under this agreement shall become immediately vested and
         excerciseable.

11.      INDEMNIFICATION & INSURANCE COVERAGE
         ------------------------------------

  11.1.  Throughout the term of the Agreement and for the period of three (3)
         years thereafter, the company will maintain an Officers and Directors
         Insurance policy for the Employee , and other insurance coverage, on
         substantially the same terms and levels that it provides to the
         Company's senior Executive Officers, at the company's sole expense.
         This insurance shall cover any and all actions committed and/or omitted
         by the Employee, in his capacity as an Officer of the Company,
         commencing on the commencement of this agreement .

  11.2.  Employee shall not be liable to the Company for any losses, claims,
         damages or liabilities arising from his appointment as Officer and/or
         any action and/or failure to act in his capacity as Employee or from
         any act or omission performed or omitted by Employee, except for any
         losses, claims, damages or liabilities primarily attributable to such
         Employee's fraud, gross negligence or willful misconduct as finally
         determined by a court of competent jurisdiction.

  11.3.  The Company, to the fullest extent permitted by applicable law,
         indemnifies and holds Employee harmless (and his respective successors
         and assigns) against any losses, claims, damages, liabilities, costs or
         expenses (including legal fees, judgements and amounts paid in
         settlement) to which the Employee may become subject (i) by reason of
         having been a Employee to the Company or (ii) in connection with any
         matter arising out of or in connection with this Agreement, unless a
         court of competent jurisdiction, in a judgement that has become final
         and that is no longer subject to appeal or review, determines that any
         such loss, claim, damage,


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         liability, cost or expense is primarily attributable to Employee's
         fraud, gross negligence or willful misconduct.

12.      JURISDICTION
         ------------

  12.1.  This agreement shall be governed exclusively by Israeli Law. The
         competent Courts in Tel-Aviv shall have sole jurisdiction over any
         dispute arising under this agreement, including, but not limited to,
         dispute related to this agreement, it's validity, interpretation,
         breach and termination.







     IN WITNESS HEREOF, THE PARTIES HAVE EXECUTED THIS EMPLOYMENT AGREEMENT








       ---------------                            ---------------------


       The company                                                 The Employee