ASSIGNMENT & AMENDMENT


     ASSIGNMENT  &  AMENDMENT  made as of the 23rd  day of  February,  1999,  to
AGREEMENT  made as of the 25th day of August 1997 by and between  Isramco,  Inc.
(the "Company") and Romulas Investment Ltd. ("Consultant").

                               W I T N E S S E T H

     WHEREAS,  the Company and the  Consultant  have  entered  into that certain
Agreement dated as of the 25th day of August, 1997, relating to the provision by
Romulas to the Company of certain advisory and consulting services  (hereinafter
the "Consulting Agreement"); and

     WHEREAS,  the  Company  and  Romulas  desire  to  amend  the  agreement  as
hereinafter set forth.

NOW,  THEREFORE,  in  consideration  of the mutual covenants and promises herein
contained, the Company and the Consultant hereby agree as follows:


1.   Ratification of Assignment of Consultant's Obligations.

     The Company  hereby  approves and ratifies the  assignment by Consultant of
all of its  obligations  and  rights  in and  to  the  Consulting  Agreement  to
Remarkable Holdings Ltd.  (hereinafter,  "Remarkable").  By its signature below,
Remarkable agrees to bound by each and every term, representation, condition and
other  provision  contained  in the  Consulting  Agreement,  as such  Consulting
Agreement  is  hereby  amended.  Henceforth,  each and  every  reference  in the
Agreement to "Consultant" shall be deemed to refer to, and bind, Remarkable.

2.   Amendment

     2.1  Extension of the Term of the  Consulting  Agreement.  Section 5 of the
Consulting  Agreement  is hereby  amended to extend  the term of the  Consulting
Agreement  by deleting the date "July 31,  1998" and  substituting  therefor the
date "July 31, 2000".

     2.2 Amendment to Section 2. Section 2 of the Consulting Agreement is hereby
amended to delete the figure  "Seven  Thousand  Five  Hundred  ($7,500)"  and to
substitute  therefor  the  figure  "Fifteen  Thousand  ($15,000)".  The terms of
Section 2, as amended, shall take effect as of February, 1999.

     2.3 Amendment to Section 3. Section 3 of the Consulting Agreement is hereby
deleted in its  entirety  and,  in  substitution  therefor,  a new  Section 3 is
inserted, the text of which shall read as follows:

     " 3.  Non-Reimbursement  of Expenses.  Consultant  shall not be entitled to
     reimbursement  for any amounts expended in the performance of the services.
     It is the intention of parties that the amounts payable to Consultant under
     Section 2 as shall  comprise  the entire  amount  payable by the Company to
     Consultant in connection with the service performed hereunder."

     The terms of Section 3, as amended, shall take effect as of February, 1999.


<PAGE>


     2.4 Continuing Force and Effect of Other Provisions of the Agreement.  This
instrument  shall be deemed to be a  modification  of the  Consulting  Agreement
pursuant to Section 10 thereof.  Except as hereby modified, each and every other
term or condition of the Consulting  Agreement shall remain and continue in full
force and effect.  Henceforth,  all references to the Consulting Agreement shall
mean the Consulting Agreement as herein amended.


     IN WITNESS  WHEREOF,  the  parties  hereto  have  executed  or caused to be
executed this instrument as of the date first above written.

                                Isramco, Inc.



                                By: 
                                    -----------------------------
                                    Haim Tsuf, Chairman


                                Romulas Investment Ltd.



                                By: -----------------------------
                                    Daniel Avner


                                Remarkable Holdings Ltd.


                                By: -----------------------------
                                    Daniel Avner