BIO-I.T. (BIO INFORMATION TECHNOLOGIES) LTD.



                              EMPLOYMENT AGREEMENT



                                      WITH



                                DR. SILVIA NOIMAN



AGREEMENT dated as of October 31, 2000, between Dr. Silvia Noiman (the

"EMPLOYEE"), whose address is [ADDRESS], and BIO-I.T. (BIO INFORMATION

TECHNOLOGIES) LTD. (the "COMPANY"), a corporation incorporated under the laws of

the State of Israel, having its address at 12A Kibush Ha'voda Street,

Hertzeliya, Israel.



                                   WITNESSETH



WHEREAS the Employee is a Co-Founder of the Company, and the Company desires to

employ the Employee as its Chief Operating Officer ("COO") with duties as set

forth in Section 2 below; and



WHEREAS the Employee represents she has the desired skills and knowledge to

serve in such positions.



NOW THEREFORE, in consideration of the premises and mutual agreements

hereinafter contained, the parties hereto agree as follows:



1. Employment



From the Effective Date (as defined in Section 3), the Company hereby employs

Employee and Employee accepts employment with Company upon the conditions set

forth herein.



2. Duties



      (a) The Company hereby engages Employee to serve as its COO to be

responsible for the following: (i) the Company's operational aspects; (ii)

assist and support the Company's research and development activities; (iii)

assist in the management of the Company's business and development; and (iv) to

perform other tasks, as shall be determined, from time to time by the Company's

board of directors (the "DUTIES"). During the term hereof, Employee shall report

to the Company's CEO.



      (b) In addition to the discharge of her Duties hereunder in the premises

of the Company, Employee shall make her services hereunder available by

telephone during normal business hours, and at such times or at such other

places as may mutually be agreed upon between the Company and the Employee.

Without derogating from the foregoing, at the request and pursuant to the

instructions of the Company, Employee shall discharge her Duties and/or perform

any specific task hereunder outside of Israel.



      (c) Employee shall provide the services hereunder on a full-time basis and

shall devote all necessary time and attention to the furtherance of the business

and interests of the



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Company, and shall perform her Duties diligently and promptly for the benefit of

Company, strictly and faithfully upholding the Company's policies. During her

engagement hereunder, Employee shall not, without prior written consent of the

board of directors, undertake or accept any other paid or unpaid employment,

occupation or services as a consultant or otherwise, or engage in or be

associated with, directly or indirectly, any other businesses, duties or

pursuits, including without limitation, any academic occupation except for

strictly de-minimis non-commercial or non-business activities, which do not

affect the adequate performance of the Employee's obligations hereunder.



3. Term



      (a) The Employee's employment under this Agreement shall commence

immediately after the Closing of the Company's 1st Round of Financing (as

defined in the Founders Agreement to which this Agreement constitutes a

schedule) (the "EFFECTIVE DATE") and shall end on the earliest of (i) the death

or disability (as defined herein) of the Employee, (ii) the termination of

Employee's services by Company for Cause (as defined herein); or (iii) four (4)

years from the Effective Date, unless earlier terminated without cause by either

party on sixty (60) days prior written notice to the other (the "INITIAL TERM").

This Agreement may be extended by the mutual written consent of the parties. Any

period of extension shall be referred to as an "EXTENDED TERM".



      (b) For the purpose of this Section 3, "DISABILITY" shall mean any

physical or mental illness or injury as a result of which the Employee remains

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