Esquire Communications Ltd.
                                  750 B Street
                                   Suite 2350
                           San Diego, California 92101



                                                            March   , 1999


Mr. ___________
Esquire Communications Ltd.
750 B Street, Suite 2350
San Diego, California 92101

Dear Mr. _________:

          Esquire Communications Ltd. (the "Corporation") considers it essential
to the best interests of its stockholders to foster the continuous employment of
key management personnel. In this connection, the Board of Directors of the
Corporation (the "Board") recognizes that the possibility of a change in control
of the Corporation exists and that such possibility, and the uncertainty and
questions which it may raise among management, may result in the departure or
distraction of management personnel to the detriment of the Corporation and its
stockholders.

          The Board has determined that appropriate steps should be taken to
reinforce and encourage the continued attention and dedication of members of the
Corporation's management, including yourself, to their assigned duties without
distraction in the face of potentially disturbing circumstances arising from the
possibility of a change in control of the Corporation.

          In order to induce you to remain in the employ of the Corporation, the
Corporation agrees that you shall receive the severance benefits set forth in
this letter agreement (the "Agreement") in the event your employment with the
Corporation terminates or is terminated under the circumstances described below
subsequent to a "change in control of the Corporation", as such term is defined
in Section 2.

          1. Term of Agreement. This Agreement shall commence on the date
hereof, and shall continue in effect through June 30, 1999; provided, however,
that commencing on June 30, 1999, and each June 30 thereafter, the term of this
Agreement shall automatically be extended for one additional year, unless not
later than 60 days prior to such June 30 the Corporation shall have given notice
that it does not wish to extend this Agreement; and provided, further, that if a
change in control of the Corporation shall have occurred during the original or
extended term of this Agreement, this Agreement shall continue in effect for a
period of not less than one year beyond the month in which such change in
control occurred.

          2. Change in Control. No benefits shall be payable hereunder unless
there shall have been a change in control of the Corporation, as set forth
below. For purposes of this Agreement, a "change in control of the Corporation"
shall be deemed to have occurred if

               (a) any "person" or "group" (as such terms are used in Sections
13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")), other than the Corporation, any existing director or officer
of the Corporation, any existing beneficial owner of more than 5% of the
Corporation's outstanding common stock, any trustee or other fiduciary holding
securities under an employee benefit plan of the Corporation, or any corporation
owned, directly or indirectly, by the stockholders of the Corporation in
substantially the same proportions as their ownership of stock of the
Corporation, becomes the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Corporation
representing 30% or more of the Common Stock of the Corporation;

               (b) during any period of two consecutive years (not including any
period prior to the execution of this Agreement), individuals who at the
beginning of such period constitute the Board, and any new director (other than
a director designated by a person who has entered into an agreement with the
Corporation to effect a transaction described in clause (a), (b) or (d) of this
Section) whose election by the Board or nomination for election by the
Corporation's stockholders was approved by a vote of at least two-thirds of the
directors then still in office who either were directors at the beginning of the
period or whose election or nomination for election was previously so approved
(hereinafter referred to as "Continuing Directors"), cease for any reason to
constitute at least a majority thereof;

               (c) the stockholders of the Corporation approve a merger or
consolidation of the Corporation with any other corporation, other than a merger
or consolidation which would result in the voting securities of the Corporation
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) more than 50% of the combined voting power of the voting
securities of the Corporation or such surviving entity outstanding immediately
after such merger or consolidation; or

               (d) the stockholders of the Corporation approve a plan of
complete liquidation of the Corporation or an agreement for the sale or
disposition by the Corporation of all or substantially all of the Corporation's
assets.

          3. Termination Following Change in Control. (a) General. If any of the
events described in Section 2 constituting a change in control of the
Corporation shall have occurred, you shall be entitled to the benefits provided
in Section 4 upon the subsequent termination of your employment during the term
of this Agreement as set forth in Section 4 unless such termination is because
of your death or Disability.

               (b) Disability. If, as a result of your incapacity due to
physical or mental illness, you shall have been absent from the full-time
performance of your duties with the Corporation for four (4) consecutive months,
and within thirty (30) days after written notice of termination is given you
shall not have returned to the full-time performance of your duties, your
employment may be terminated for "Disability."

         4. Compensation Upon Termination. Following a change in control of the
Corporation and if for any reason whatsoever (other than death or Disability)
your employment with the Corporation terminates or is terminated within six
months after the change in control (the "Termination Date") then you shall be
entitled to the following benefits:

               (a) in lieu of any further salary payments to you for periods
subsequent to the Termination Date, the Corporation shall pay as severance pay
to you, no later than the fifth day following the Termination Date, a lump-sum
severance payment equal to 100% of the sum of (i) your annual salary rate in
effect as of the Termination Date or, if greater, such rate in effect
immediately prior to the change in control of the Corporation and (ii) any cash
bonus received by you or to which you were entitled during the calendar year
preceding the change in control.

               (b) if you resort to any action or proceeding to recover any
amount which the Corporation has failed to pay to you under this Agreement and
if you are awarded or receive any amounts as the result of such action or
proceeding, the Corporation also shall pay or reimburse to you all legal fees
and expenses incurred by you in and with respect to such action or proceeding.

               (c) for a twelve month period after the Termination Date, the
Corporation shall arrange to provide you with group health insurance benefits
substantially similar to those which you were receiving immediately prior to the
Termination Date (or, if better, such benefits in effect immediately prior to
the change in control of the Corporation); provided, however, if it is not so
obtainable upon reasonable terms, the Corporation shall pay to you in cash the
annual amount paid by the Corporation during the previous year of your
employment. Benefits otherwise receivable by you pursuant to this paragraph (c)
shall be reduced to the extent comparable benefits are actually received by you
during the twelve month period following the Termination Date, and any such
benefits actually received by you shall be reported to the Corporation.

               (d) If the severance payment under this Agreement, either alone
or together with other payments which you have the right to receive from the
Corporation, would not be deductible (in whole or in part) by the Corporation as
a result of such payment constituting an excess parachute payment as defined in
Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), such
severance payment shall be reduced to the largest amount as will result in no
portion not being fully deductible by the Corporation as the result of Section
280G of the Code, which determination shall be made by the Corporation's
independent accountants and shall be conclusive and binding. This provision may
be waived by the Board of Directors of the Corporation in the exercise of its
discretion.

               (e) Except as provided in Subsection (c) hereof, you shall not be
required to mitigate the amount of any payment provided for in this Section 4 by
seeking other employment or otherwise, nor shall the amount of any payment or
benefit provided for in this Section 4 be reduced by any compensation earned by
you as the result of employment by another employer, by retirement benefits, by
offset against any amount claimed to be owed by you to the Corporation, or
otherwise.

               (f) All options which have been granted to you which are not
vested shall vest immediately on the Termination Date.

          5. Successors; Binding Agreement. (a) The Corporation will require any
successor (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and/or assets of the
Corporation to expressly assume and agree to perform this Agreement in the same
manner and to the same extent that the Corporation would be required to perform
it if no such succession had taken place.

               (b) This Agreement shall inure to the benefit of and be
enforceable by your personal or legal representatives, executors,
administrators, heirs, distributees, devisees and legatees. If you should die
while any amount would still be payable to you hereunder if you had continued to
live, all such amounts, unless otherwise provided herein, shall be paid in
accordance with the terms of this Agreement to your devisee, legatee or other
designee or, if there is no such designee, to your estate.

          6. Notice. For the purpose of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by United States
certified or registered mail, return receipt requested, postage prepaid,
addressed to the respective addresses set forth on the first page of this
Agreement, provided that all notices to the Corporation shall be directed to the
attention of the Board with a copy to the Secretary of the Corporation, or to
such other address as either party may have furnished to the other in writing in
accordance herewith, except that notice of change of address shall be effective
only upon receipt.

          7. Miscellaneous. No provision of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed to
in writing and signed by you and such officer as may be specifically designated
by the Board. No waiver by either party hereto at any time of any breach by the
other party hereto of, or compliance with, any condition or provision of this
Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at any prior or
subsequent time. No agreements or representations, oral or otherwise, express or
implied, with respect to the subject matter hereof have been made by either
party which are not expressly set forth in this Agreement. The validity,
interpretation, construction and performance of this Agreement shall be governed
by the laws of the State of New York without regard to its conflicts of law
principles. All references to sections of the Exchange Act or the Code shall be
deemed also to refer to any successor provisions to such sections. Any payments
provided for hereunder shall be paid net of any applicable withholding required
under federal, state or local law. The obligations of the Corporation under
Section 4 shall survive the expiration of the term of this Agreement.

          8. Validity. The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect.

          9. Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.

          10. Arbitration. Any dispute or controversy arising under or in
connection with this Agreement shall be settled exclusively by arbitration,
conducted by JAMS/Endispute (or its successor) in New York, New York, in
accordance with its rules then in effect. Judgment may be entered on the
arbitrator's award in any court having jurisdiction; provided, however, that you
shall be entitled to seek specific performance of your right to be paid until
the Termination Date during the pendency of any dispute or controversy arising
under or in connection with this Agreement.

          11. Coordination with Employment Agreement. If applicable, the terms
of this Agreement shall be coordinated with and applied in conjunction with the
terms of your employment agreement with the Corporation. In general, it is the
intent of the parties that in the event of a change in control of the
Corporation the terms of this Agreement shall supersede and substitute for the
provisions of the employment agreement relating to any items of current
compensation during the term of this Agreement. Accordingly, benefits are
payable under this Agreement without regard for any obligation under any
agreement with or policy of the Corporation to refrain from competing with the
Corporation or entering into employment with or owning an interest in any firm
or business competing with the Corporation. Nothing in this Agreement shall be
construed to be a commitment or guarantee of future employment with the
Corporation. Except for circumstances relating to a change in control of the
Corporation as provided for herein, all terms and conditions of your employment
with the Corporation shall be governed by the terms of your employment
agreement, if any.

          12. Entire Agreement. This Agreement sets forth the entire agreement
of the parties hereto in respect of the subject matter contained herein and
supersedes all prior agreements, promises, covenants, arrangements,
communications, representations or warranties, whether oral or written, by any
officer, employee or representative of any party hereto; and any prior agreement
of the parties hereto in respect of the subject matter contained herein is
hereby terminated and cancelled.

          If this letter sets forth our agreement on the subject matter hereof,
kindly sign and return to the Corporation the enclosed copy of this letter,
which will then constitute our agreement on this subject.


                                  Sincerely,

                                  Esquire Communications Ltd.


                                  By______________________

Agreed to as of this __ day of 
_________, 1999.


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