CONSULTING AGREEMENT

      AGREEMENT dated as of the 10th day of January 2001 by and between E-Mobile
Inc. a Delaware corporation with an address c/o Michael Sanders, Esq., Vanderkam
& Sanders, 440 Louisiana, Suite 475 Houston, Texas 77002 (the "Company") and
Robert Rubin with an address at 25 Highland Boulevard, Dix Hills, NY 11746. (the
"Consultant").

                               W I T N E S S E T H

            WHEREAS, the Company desires to engage the Consultant to render
consulting services to the Company; and

            WHEREAS, the Company and the Consultant desire to set forth the
terms and conditions with respect to the Company's engagement of the Consultant.

            NOW, THEREFORE, in consideration of the mutual covenants of the
parties which are hereinafter set forth and for other good and valuable
consideration, receipt of which is hereby acknowledged,

            IT IS AGREED:

      1. Recitals Adopted. The parties hereto adopt as part of this Agreement
each of the recitals which is contained above in the WHEREAS clauses, and agree
that such recitals shall be binding upon the parties hereto by way of contract
and not merely by way of recital or inducement; and such clauses are hereby
confirmed and ratified as being true and accurate by each party as to itself.

      2. Engagement.

            A. Upon the terms and conditions which are hereinafter set forth,
the Company hereby retains the Consultant as a business and financial consultant
to render advice, consultation, information and services to the Company and its
officers and directors with respect to general financial and business matters
(the "Consulting Services") including, but not limited to, the following:

            (i) Mergers and acquisitions, reorganization, reverse mergers,
divestitures and due diligence studies;
            (ii) Capital structures and financial transactions;
            (iii) Banking methods and systems;
            (iv) Maximizing shareholder value;
            (v) Developments in financial markets; and


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<PAGE>

            (vi) Broker/dealers and investment banking community.

            B. The Consultant shall not be required to devote any minimum number
of weeks, days, or hours to the affairs of the Company during the term of this
Agreement; the Consultant shall devote such time, attention and energies to the
business of the Company, as the Consultant determines in his sole and absolute
discretion.

      3. Term. The term of this Agreement shall commence as of January 10, 2001
and shall continue for a period of six (6) months through July 10, 2001 (the
"Term").

      4. Compensation.

            A. The Consultant shall receive an engagement fee of six hundred
thousand (600,000) shares of Common Stock of the Company which shall be
delivered to the Consultant within five (5) days after the execution of this
Agreement.

            B. If the Company shall at any time seek to register or qualify any
of its capital stock or the securities holdings of any of its shareholders, on
each such occasion it shall furnish the Consultant with at least 30 days'
written notice thereof and the Consultant shall have the option, without cost or
expense, to include all of the shares issued pursuant to this Article "4" of
this Agreement in such registration or qualification. The Consultant shall
exercise the "piggy back rights" under this Article "4" of this Agreement by
giving written notice to the Company within twenty (20) days after receipt of
the written notice from the Company.

            C. The Company shall bear all expenses of the registration and
offering (exclusive of underwriting discounts and commissions with respect to
the Consultant shares) of such "piggy-back" registrations, except for fees and
expenses of counsel for the selling holders.

      5. Lock-Up. For a period beginning on the date hereof and ending on the
earlier of ninety (90) days following the closing of an underwritten public
offering of common stock by the Company, eighty percent (80%) of the Shares
issued to pursuant to paragraph "A" of Article "4" of this Agreement shall be
subject to a lock-up agreement pursuant to which the Consultant agrees that it
will not sell, hypothecate or otherwise transfer of any such shares, except
pursuant to an available exemption from the Securities laws.

      6. Restrictions on Future Share Issuances. The Company agrees that, for a
period of one year from the Termination Date, without the prior written consent
of WPEC (a) it will not sell any shares of common stock at a price less than
$1.00 per share, and (b) it will sell no more than eight million (8,000,000)
shares of common stock at a price equal to or greater than $1.00 per share and
less than $2.00 per share. Notwithstanding the foregoing, the Company retains
the right to convert loans not to exceed $1,000,000 from the founders of the
Company, at a price of $.20 per share.

      7. Costs and Expenses. The Consultant shall be responsible for all
expenses that the Consultant may incur in performing the Consulting Services
pursuant to this Agreement.


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<PAGE>

      8. Due Diligence. The Company shall supply and deliver to the Consultant
all information relating to the Company's business as may be reasonably
requested by the Consultant to enable the Consultant to provide the Consulting
Services.

      9. Best Efforts Basis. The Consultant does not guarantee that his efforts
will have any impact upon the Company's business or that any subsequent
financial improvement will result from his efforts.

      10. Company's Right to Approve Transactions.

            A. The Company expressly retains the right to approve, in its sole
and absolute discretion, each and every transaction introduced by the Consultant
which involves the Company as a party to any agreement. The Consultant and the
Company mutually agree that the Consultant is not authorized to enter into
agreements on behalf of the Company. It is mutually understood and agreed that
the Company is not obligated to accept or close on marketing proposals,
financial transactions, any promotional proposals, or any other transactions
submitted by the Consultant.

            B. The Consultant agrees to provide the Company for approval, in his
sole and absolute discretion, a reasonable time in advance, any documents which
are intended to be utilized by the Consultant with respect to his services
pursuant to this Agreement, or otherwise. Any such documents which contain
reference to the Consultant shall include disclosure by the Consultant that it
is receiving compensation from the Company for Consulting Services.

      11. Non-Exclusive Services. The Company acknowledges that the Consultant
is currently providing services of the same or similar nature to other parties
and the Company agrees that the Consultant is not prevented or barred from
rendering services of the same nature or a similar nature to any other
individual or entity. The Consultant understands and agrees that the Company
shall not be prevented or barred from retaining other persons or entities to
provide services of the same or similar nature as those provided by the
Consultant. The Consultant will advise the Company of its position with respect
to any activity, employment, business arrangement or potential conflict of
interest which may be relevant to this Agreement.

      12. Representations, Warrants and Covenants of the Consultant. The
Consultant represents, warrants and covenants to the Company as follows:

            A. The Consultant has the full authority, right, power and legal
capacity to enter into this Agreement and to consummate the transactions which
are provided for herein.

            B. The performance of this Agreement shall not result in any breach
of, or constitute a default under, or result in the imposition of any lien or
encumbrance upon any property


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<PAGE>

of the Consultant or cause an acceleration under any arrangement, agreement or
other instrument to which the Consultant is a party or by which any of its
assets are bound.

            C. The execution, delivery and performance of this Agreement: (i)
does not violate any agreement or undertaking to which the Consultant is a party
or by which the Consultant may be bound and (ii) shall not result in the
imposition of any restrictions or obligations upon the Consultant other than the
restrictions and obligations imposed by this Agreement.

            D. The execution and delivery by the Consultant of this Agreement
and the performance by the Consultant of its obligations hereunder will not
violate any provision of law, any order of any court or other agency of
government, and will not result in a material breach of or constitute (with due
notice or lapse of time or both) a material default under any provision of any
agreement or other instrument to which the Consultant, or any of its properties
or assets, is bound.

            E. The Consultant has not entered into and is not subject to any
agreement, including, but not limited, to any employment, noncompete,
confidentiality or work product agreement which would (i) prohibit the execution
of this Agreement, (ii) prohibit its engagement as a Consultant by the Company,
or (iii) affect any of the provisions of, or its obligations pursuant to this
Agreement.

            F. If, during the Term, any event occurs or any event known to the
Consultant relating to or affecting the Consultant shall occur as a result of
which (i) any provision of this Article "12" of this Agreement at that time
shall include an untrue statement of a fact, or (ii) this Article "12" of this
Agreement shall omit to state any fact necessary to make the statements herein,
in light of the circumstances under which they were made, not misleading, the
Consultant will immediately notify the Company pursuant to Paragraph "C" of
Article "19" of this Agreement.

            G. The receipt of the Common Stock by the Consultant is for the
Consultant's own account, is for investment purposes only, and is not with a
view to, nor for offer or sale in connection with, the distribution of the
Common Stock. The Consultant is not participating and does not have a
participation in any such distribution or the underwriting of any such
distribution.

            H The Consultant has no present intention of creating a market or
participating or assisting in the creation of a market or in the promotion of a
market for any securities of the Company.

            I. The Consultant has no present intention of selling or otherwise
disposing of the Common Stock in violation of applicable securities laws.

            J. The Consultant is able to bear the economic risk of the
investment in the Common Stock for an indefinite period of time, including the
risk of total loss of such investment and Consultant recognizes that an
investment in the Common Stock involves a high degree of risk. Consultant
understands that the Common Stock has not been registered under the Securities
Act of


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<PAGE>

1933, as amended (the "Securities Act") or the securities laws of any state and,
therefore, cannot be sold unless they subsequently are registered under the
Securities Act and any applicable state securities laws or exemptions from
registration thereunder are available. The Consultant further understands that
only the Company can take action to register the Common Stock.

            K. The Consultant is an "accredited investor" as that term is
defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

            L. The Consultant has such knowledge and experience in financial,
investing and business matters as to be capable of evaluating the risks and
merits of an investment in the Common Stock and protecting the Consultant's
interests in connection with an investment in the Common Stock.

            M. The Consultant was not contacted by the Company or its
representatives for the purpose of investing in any securities of the Company
issued hereby through any advertisement, article, mass mailing, cold call,
notice or any other communication published in any newspaper, magazine, or
similar media or broadcast over television or radio, or any seminar or meeting
whose attendees were invited by any general advertising.

            N. The Consultant has had access to and an opportunity to inspect
all relevant information relating to the Company sufficient to enable the
Consultant to evaluate the merits and risks of its receipt of the Common Stock
hereunder. The Consultant also has had the opportunity to ask questions of
officers of the Company and has received satisfactory answers respecting, and
has obtained such additional information as the Consultant has desired
regarding, the business, financial condition and affairs of the Company.

            O. It shall not be a defense to a suit for damages for any
misrepresentation or breach of covenant or warranty that the Company knew or had
reason to know that any representation, warranty or covenant in this Agreement
or furnished or to be furnished to the Company contained untrue statements.

            P. No representation or warranty of the Consultant which is
contained in this Agreement, or in a writing furnished or to be furnished
pursuant to this Agreement, contains or shall contain any untrue statement of a
material fact, omits or shall omit to state any material fact which is required
to make the statements which are contained herein or therein, in light of the
circumstances pursuant to which they were made, not misleading.

            Q. All representations, warranties and covenants made in or in
connection with this Agreement shall continue in full force and effect during
and after the Term of this Agreement, it being agreed and understood that each
of such representations, warranties and covenants is of the essence of this
Agreement and the same shall be binding upon the Consultant and inure to the
Consultant, its successors and assigns.


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<PAGE>

      13. Representations, Warrants and Covenants of the Company. The Company
represents, warrants and covenants to the Consultant as follows:

            A. The Company is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware with all requisite
power and authority to carry on its business as presently conducted in all
jurisdictions where presently conducted, to enter into this Agreement and to the
transactions which are contemplated herein.

            B. The Company has the full authority, right, power and legal
capacity to enter into this Agreement and to consummate the transactions which
are provided for herein. The execution of this Agreement by the Company and its
delivery to the Consultant, and the consummation by it of the transactions which
are contemplated herein have been duly approved and authorized by all necessary
action by the Company's Board of Directors and no further authorization shall be
necessary on the part of the Company for the performance and consummation by the
Company of the transactions which are contemplated by this Agreement.

            C. The business and operations of the Company have been and are
being conducted in all material respects in accordance with all applicable laws,
rules and regulations of all authorities which affect the Company or its
properties, assets, businesses or prospects. The performance of this Agreement
shall not result in any breach of, or constitute a default under, or result in
the imposition of any lien or encumbrance upon any property of the Company or
cause an acceleration under any arrangement, agreement or other instrument to
which the Company is a party or by which any of its assets are bound. The
Company has performed in all respects all of its obligations which are, as of
the date of this Agreement, required to be performed by it pursuant to the terms
of any such agreement, contract or commitment.

            D. The execution, delivery and performance of this Agreement: (i)
does not violate any agreement or undertaking to which the Company is a party or
by which the Company may be bound and (ii) shall not result in the imposition of
any restrictions or obligations upon the Company other than the restrictions and
obligations imposed by this Agreement.

            E. It shall not be a defense to a suit for damages for any
misrepresentation or breach of covenant or warranty that the Consultant knew or
had reason to know that any representation, warranty or covenant in this
Agreement or furnished or to be furnished to the Consultant contained untrue
statements.

            F. No representation or warranty of the Company which is contained
in this Agreement, or in a writing furnished or to be furnished pursuant to this
Agreement, contains or shall contain any untrue statement of a material fact,
omits or shall omit to state any material fact which is required to make the
statements which are contained herein or therein, in light of the circumstances
pursuant to which they were made, not misleading.


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<PAGE>

            G. All representations, warranties and covenants made in or in
connection with this Agreement shall continue in full force and effect during
and after the Term of this Agreement, it being agreed and understood that each
of such representations, warranties and covenants is of the essence of this
Agreement and the same shall be binding upon the Company and inure to the
Consultant, its successors and assigns.

      14. Nondisclosure of Confidential Information.

            A. As used in this Agreement, "Confidential Information" means
information which is presented to the Consultant by the Company or developed,
conceived or created by the Company, or disclosed to the Consultant or known by
or conceived or created by the Consultant during the Term, with respect to the
Company, its business or any of its products, processes, and other services
relating thereto relating to the past, present or future business of the Company
or any plans therefore, or relating to the past, present or future business of a
third party or plans therefore which are disclosed to the Consultant.
Confidential Information includes, but is not limited to, all documentation,
hardware and software relating thereto, and information and data in written,
graphic and/or machine readable form, products, processes and services, whether
or not patentable, trademarkable or copyrightable or otherwise protectable,
including, but not limited to, information with respect to discoveries;
know-how; ideas; computer programs, source codes and object codes; designs;
algorithms; processes and structures; product information; marketing
information; price lists; cost information; product contents and formulae;
manufacturing and production techniques and methods; research and development
information; lists of clients and vendors and other information relating
thereto; financial data and information; business plans and processes;
documentation with respect to any of the foregoing; and any other information of
the Company that the Company informs the Consultant or the Consultant should
know, by virtue of its position or the circumstances in which the Consultant
learned such other information, is to be kept confidential including, but not
limited to, any information acquired by the Consultant from any sources prior to
the commencement of the Consultant becoming a consultant to the Company.
Confidential Information also includes similar information obtained by the
Company in confidence from its vendors, licensors, licensees, customers and/or
clients. Confidential Information may or may not be labeled as confidential.

            B. Except as required in the performance of the Consultant's duties
as a consultant, the Consultant will not, during or after the Term, directly or
indirectly, use any Confidential Information or disseminate or disclose any
Confidential Information to any person, firm, corporation, association or other
entity. The Consultant shall take all reasonable measures and efforts to protect
Confidential Information from any accidental, unauthorized or premature use,
disclosure or destruction. The use of such measures and efforts shall not
constitute a defense if any of the Confidential Information is not kept
confidential in accordance with the terms of this Agreement. The foregoing
prohibition shall not apply to any Confidential Information which: (i) was
generally available to the public prior to such disclosure; (ii) becomes
publicly available through


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<PAGE>

no act or omission of the Consultant (iii) is disclosed as reasonably required
in a proceeding to enforce the Consultant's rights under this Agreement or (iv)
is disclosed as required by court order or applicable law.

            C. Upon termination of the Consultant for any reason, or at any time
upon request of the Company, the Consultant agrees to deliver to the Company all
materials of any nature which are in the Consultant's possession or control and
which are or contain Confidential Information, Work Product or Work Products
(hereinafter defined), or which are otherwise the property of the Company or any
vendor, licensor, licensee, customer or client of the Company, including, but
not limited to writings, designs, documents, records, data, memoranda, tapes and
disks containing software, computer source code listings, routines, file
layouts, record layouts, system design information, models, manuals,
documentation and notes.

            D. All copyrights, logos and other promotional or advertising
materials, conceived by the Consultant (alone or with others) during the Term
("Work Product") shall be the exclusive property of and assigned to the Company
or as the Company may direct without compensation to the Consultant. Any records
with respect to the foregoing shall be the sole and exclusive property of the
Company and the Consultant shall surrender possession of such records to the
Company upon any suspension or termination of the Consultant. Any Work Product
shall be deemed incorporated in the definition of Confidential Information for
all purposes hereunder.

            E. The Consultant will not assert any rights with respect to the
Company, its business, or any of its products, processes and other services
relating thereto, Work Product or any Confidential Information as having been
acquired or known by the Consultant prior to the commencement of the
Consultant's engagement by the Company.

      15. Work Product

            A. The Consultant represents and warrants to the Company that all
work that the Consultant performs, for or on behalf of the Company and its
clients, and all work product that the Consultant produces, including, but not
limited to, software, documentation, memoranda, ideas, designs, inventions,
processes, algorithms, etc. (also "Work Product") will not knowingly infringe
upon or violate any patent, copyright, trade secret or other property right of
any other third party. Further, the Consultant will not disclose to the Company
or use in any of the Consultant's Work Product any confidential or proprietary
information belonging to others, unless both the owner thereof and the Company
have consented to such disclosure and usage.

            B. The Consultant will promptly disclose to the Company all Work
Products developed by the Consultant within the scope of the Consultant acting
as a consultant to the Company or which relate directly to, or involve the use
of, any Confidential Information including, but not limited to, all software,
concepts, ideas and designs, and all documentation, manuals, letters, pamphlets,
drafts, memoranda and other documents, writings or tangible things of any kind.


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<PAGE>

            C. The Consultant acknowledges and agrees that all copyrightable
Work Products prepared by the Consultant within the scope of the Consultant
acting as a consultant to the Company are "works made for hire" and,
consequently, that the Company owns all copyrights thereto.

            D. The Consultant hereby assigns, transfers and conveys to the
Company, without additional consideration, all of the Consultant's other rights,
title and interest (including, but not limited to, all patent, copyright and
trade secret rights) in and to all Work Products prepared by the Consultant,
whether patentable or not, made or conceived, in whole or in part, by the
Consultant within the scope of the Consultant acting as a consultant to the
Company, or that relate directly to, or involve the use of, Confidential
Information.

            E. The Consultant will, without additional compensation, execute all
assignments, oaths, declarations and other documents requested by the Company to
effect and further evidence the foregoing assignment, transfer and conveyance,
and agree to provide all reasonable assistance to the Company (at the Company's
expense) to provide all information, documentation and assistance to the Company
in perfecting, enforcing, defending or protecting any or all of the Company's
rights in all Work Product.

      16. Company. As used in this Agreement, "Company" shall mean e-Mobile
Inc., its successors and assigns, and any of its present or future subsidiaries
or organizations controlled by it.

      17. Assignment. The rights granted hereunder to the Consultant are
personal in nature. Any purported transfer of any such rights, by operation of
law or otherwise, not specifically authorized pursuant to this Agreement shall
be void and shall also constitute a breach of this Agreement. The Company may
freely assign all of its rights and obligations under this Agreement to any
person, firm, corporation or other entity.

      18. Relationship. Except as provided for in this Agreement, neither party
is the legal representative or agent of, or has the power to obligate the other
for any purpose whatsoever; and no partnership, joint venture, agent, fiduciary,
or employment relationship is intended or created by reason of this Agreement.
It is the intent of the parties hereto that the Consultant shall be an
independent contractor of the Company and not an employee of the Company.

      19. Miscellaneous.

            A. Headings. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

            B. Enforceability. If any provision which is contained in this
Agreement should, for any reason, be held to be invalid or unenforceable in any
respect under the laws of any State of the United States, such invalidity or
unenforceability shall not affect any other provision of this


                                       9
<PAGE>

Agreement. Instead, this Agreement shall be construed as if such invalid or
unenforceable provisions had not been contained herein.

            C. Notices. Any notice or other communication required or permitted
hereunder must be in writing and sent by either (i) certified mail, postage
prepaid, return receipt requested and First Class mail, (ii) overnight delivery
with confirmation of delivery, or (iii) facsimile transmission with an original
mailed by first class mail, postage prepaid, addressed as follows:

      If to the Company:            e-Mobile Inc.
                                    c/o  Michael Sanders, Esq.
                                    Vanderkam & Sanders
                                    440 Louisiana Street, Suite 475
                                    Houston, Texas 77002
                                    Attention:
                                    Facsimile No.: (713) 547-8910

      with copies to:               Vanderkam & Sanders
                                    440 Louisiana Street, Suite 475
                                    Houston, Texas 77002
                                    Attention: Michael Sanders, Esq.
                                    Facsimile No.: (713) 547-8910

                                    Berkman-Wechsler Law Offices
                                    6 Wissotzky Street
                                    Tel Aviv, 62338, Israel
                                    Attention: Ofira Gordon
                                    Facsimile: 011-972-3-604-5775

      If to Robert Rubin:           Robert Rubin
                                    25 Highland Boulevard
                                    Dix Hills, NY 11746
                                    Facsimile No.:(631) 254-2136

      with a copy to:               Kaye, Scholer, Fierman, Hays & Handler, LLP
                                    425 Park Avenue
                                    New York, New York 10022
                                    Attn:  Rory Greiss, Esq.
                                    Facsimile No.: (212) 836-8689
                                    New York, NY 10022

or in each case to such other address and facsimile number as shall have last
been furnished by like notice. If mailing is impossible due to an absence of
postal service, and the other methods of sending notice set forth in this
Paragraph "C" of this Article "19"of this Agreement are not otherwise


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<PAGE>

available, notice shall be hand-delivered to the aforesaid addresses. Each
notice or communication shall be deemed to have been given as of the date so
mailed or delivered, as the case may be; provided, however, that any notice sent
by facsimile shall be deemed to have been given as of the date sent by facsimile
if a copy of such notice is also mailed by first class mail on the date sent by
facsimile; if the date of mailing is not the same as the date of sending by
facsimile, then the date of mailing by first class mail shall be deemed to be
the date upon which notice given.

            D. Governing Law. This Agreement shall, in accordance with Section
5-1401 of the General Obligations Law of New York, in all respects be construed,
governed, applied and enforced in accordance with the laws of the State of New
York applicable to contracts made and to be performed therein, without giving
effect to the principles of conflicts of law that would call for the application
of the laws of any other jurisdiction. Furthermore, the Grantor and the Secured
Party hereby agree:

            (i) That any proceeding to enforce the provisions of this Agreement
may be commenced in the Courts of the State of New York and federal courts in
the State of New York having subject matter jurisdiction;

            (ii) To hereby irrevocably and unconditionally consent to and submit
to personal jurisdiction over each of them by the Courts of the State of New
York and federal courts in the State of New York, and appellate courts thereof,
in any action or proceeding, or for recognition and enforcement of any judgment
in respect thereof;

            (iii) To hereby waive, to the fullest extent permitted by law,
personal service of any and all process and specifically consent that in any
such action or proceeding, any service of process may be effectuated upon any of
them by certified mail, return receipt requested, to the addresses which are set
forth in paragraph "C" of this Article "19" of this Agreement or in each case to
such other addresses as shall have last been furnished by the like notice; and

            (iv) To hereby waive, to the fullest extent permitted by law, any
objection that they may now or hereafter have to the venue of any such action or
proceeding in any such court or that such action or proceeding was brought in an
inconvenient court and agree not to plead or claim the same.

            E. Entire Agreement. The parties have not made any representations,
warranties or covenants with respect to the subject matter hereof which is not
set forth herein, and this Agreement constitutes the entire agreement between
them with respect to the subject matter hereof. All understandings and
agreements heretofore had between the parties with respect to the subject matter
hereof are merged in this Agreement which alone fully and completely expresses
their agreement. This Agreement may not be changed, modified, extended,
terminated or discharged orally, but only by an Agreement in writing, which is
signed by all of the parties to this Agreement.

            F. Further Assurances. The parties agree to execute any and all such
other further instruments and documents, and to take any and all such further
actions which are reasonably required to consummate, evidence, confirm or
effectuate this Agreement and the intents and purposes hereof.


                                       11
<PAGE>

            G. Binding Agreement. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their heirs, executors, administrators,
personal representatives, successors and assigns.

            H. Waiver. Except as otherwise expressly provided herein, no waiver
of any covenant, condition, or provision of this Agreement shall be deemed to
have been made unless expressly in writing and signed by the party against whom
such waiver is charged; and (i) the failure of any party to insist in any one or
more cases upon the performance of any of the provisions, covenants or
conditions of this Agreement or to exercise any option herein contained shall
not be construed as a waiver or relinquishment for the future of any such
provisions, covenants or conditions, (ii) the acceptance of performance of
anything required by this Agreement to be performed with knowledge of the breach
or failure of a covenant, condition or provision hereof shall not be deemed a
waiver of such breach or failure, and (iii) no waiver by any party of one breach
by another party shall be construed as a waiver with respect to any other breach
of this Agreement.

            I. Counterparts. This Agreement may be executed simultaneously in
one or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.

            J. Separate Counsel. The Consultant acknowledges having had separate
counsel of its own selection acting on its behalf in connection with the
negotiation, execution and consummation of this Agreement, and covenants that it
alone shall be liable and responsible for and shall not look to the Company in
connection with the fees and expenses of such separate counsel.

            IN WITNESS WHEREOF, the parties to this Agreement have set their
hands and seals or caused these presents to be signed of the day and year first
above written.


                                                e-Mobile Inc.


                                          By:   /s/ Nechemia Davidson
                                                --------------------------------
                                                Title: Chairman

                                                Robert Rubin


                                                /s/ Robert Rubin
                                                --------------------------------


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