Agreement

                                    Agreement

Entered into as of the 1st day of January, 1998, by and between Xxxx Aprimov,
Israeli Identification Number 1679561, ("Xxxx") and Solmecs (Israel) Ltd.
("Solmecs").

WHEREAS        in July 1993,  the parties  entered into an agreement,  a copy of
               which is attached hereto as Exhibit 1 (the "Initial  Agreement");
               and

WHEREAS        pursuant to the Initial Agreement, the parties agreed to commence
               a project (the "Project") for the development and exploitation of
               technology   relating   to   electronic   display   systems   for
               solar/electrical heaters; and

WHEREAS        pursuant to the Initial Agreement, Xxxx agreed to transfer all of
               his  know-how,  including  any patent  applications,  relating to
               electronic display systems for solar/electrical water heaters (as
               set forth in Exhibit 2, the  "Know-how")  to the  Project  and to
               provide the Project with certain consulting services; and

WHEREAS        pursuant to the Initial Agreement,  Solmecs,  with the assistance
               of certain  consulting  services  provided  by Xxxx,  has further
               developed the ideas  contained in the Know-how and has funded the
               Project; and

WHEREAS        pursuant to the Initial Agreement,  after the initial stages, the
               Project was to be performed in the context of a limited liability
               company,  Heatex  Ltd,  85% of the  shares  of which are owned by
               Solmecs and 15% of which are owned by Xxxx; and

WHEREAS        to date, the Project has been performed by Solmecs; and

WHEREAS        the parties wish to terminate  the Initial  Agreement and replace
               it with this Agreement.

NOW THEREFORE, the parties have agreed as follows:

1.   The Initial  Agreement  is hereby  terminated  and of no further  force and
     effect.

2.   The term "Technology" as used in this Agreement shall mean all information,
     data and  know-how,  including but not limited to,  inventions,  creations,
     ideas,  discoveries,  copyrights,  programs, and trade secrets, in whatever
     form or medium,  owned or developed by Xxxx, relating to electronic display
     systems  for  electric  and  solar  water  heater,  and  all  improvements,
     modifications,  enhancements,  refinements  and the like  thereto  (whether
     patentable  or  unpatentable)  owned or developed  by Xxxx,  and all patent
     applications  and  patents,  whether  filed or issued now or in the future,
     with respect thereto.

3.   Xxxx hereby irrevocably assigns,  effective as of July 1993, to Solmecs all
     rights,  title and  interest he may have in and to any and all  Technology,
     whether existing at that time or





     developed  thereafter.  Xxxx hereby waives any claims he may have in and to
     any of the Technology.

4.   In  consideration  for the assignment set forth in Section 2, Solmecs shall
     pay Xxxx royalties based on net revenues  received by Solmecs from the sale
     or licensing of the Technology or of products  incorporating the Technology
     as follows:

     a.   For  purposes  of this  Agreement,  "Net  Revenues"  shall  mean gross
          revenues  received  by  Solmecs  from  the  sale or  licensing  of the
          Technology  or of products  incorporating  the  Technology  less:  (i)
          shipping,  handling,  insurance,  taxes and other similar charges; and
          (ii) rebates and other allowances actually paid or allowed,  provided,
          however, that in the case of sale or licensing of the Technology or of
          products  incorporating the Technology to an Affiliate of Solmecs, the
          Net Revenues  shall be determined by the gross revenues which would be
          obtained  from a purchaser  who is not an  Affiliate.  For purposes of
          this Section,  "Affiliate" means with respect to any person, any other
          persons that,  directly or indirectly,  control,  are controlled by or
          are under common control with such person.

     b.   With  respect to the first  US$200,000  in Net  Revenues  received  by
          Solmecs,  Xxxx  will not be  entitled  to  royalties  on Net  Revenues
          received  by  Solmecs  from the  sale of  products  incorporating  the
          Technology.

     c.   Once Solmecs has  received an  aggregate of $200,000 in Net  Revenues,
          Xxxx will be entitled to 1.5% of any additional Net Revenues  received
          by Solmecs from the sale of products incorporating the Technology.

     d.   With  respect to the first  US$300,000  in Net  Revenues  received  by
          Solmecs,  Xxxx  will not be  entitled  to  royalties  on Net  Revenues
          received by Solmecs from the sale or licensing of the Technology.

     e.   Once Solmecs has  received an  aggregate of $300,000 in Net  Revenues,
          Xxxx will be entitled to 8% of any additional Net Revenues received by
          Solmecs from the sale and/or licensing of the Technology.

     f.   Royalties  pursuant to this  Section  shall accrue and be payable on a
          quarterly basis within thirty (30) days after the end of each calendar
          quarter in which Solmecs receives Revenues.  Each payment of royalties
          pursuant to this Section 3 shall be accompanied by a statement setting
          forth such  details as may be  necessary  for the  calculation  of the
          royalty  payment.  Xxxx  shall  bear all  taxes,  to which Xxxx may be
          subject, in connection with such payments and

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          Solmecs may withhold any taxes on such payments to the extent required
          by applicable law.

5.   Xxxx recognizes and acknowledges that all of the  specifications,  programs
     and  documentation,  the methods and data, and the  developments,  designs,
     inventions, improvements and trade secrets, which Solmecs exclusively owns,
     plans or develops,  including the Technology,  are confidential and are the
     property  of  Solmecs.  All of  these  materials  and  information  will be
     referred to below as "Proprietary Information." Xxxx shall not (a) directly
     or indirectly reveal, report, publish, disclose or transfer the Proprietary
     Information or any part thereof to any person or entity; (b) use any of the
     Proprietary  Information or any part thereof for any purpose other than for
     the  benefit of  Solmecs;  or (c)  assist  any person or entity  other than
     Solmecs to secure any benefit form the Proprietary  Information or any part
     thereof.

6.   All  notices,  requests,  consents  and other  communications,  required or
     permitted to be given hereunder, shall be in writing and shall be deemed to
     have been duly given if delivered  personally or sent by prepaid  telegram,
     telex,  telefax, or mailed first-class,  postage pre-paid, by registered or
     certified  mail, as follows (or to such other address as either party shall
     designate by notice in writing to the other in accordance herewith):

         Solmecs:       Xxxxx Lesim
                        Xxxx Xxxxxxxxxx Xxxx
                        X.X. Xxx 0000, Xxxx 00000, XXXXXX

         Xxxx:          Xxxx Aprimov
                        Mavu Xxxxx 3, Kiryat Savioniw
                        Xxxx, ISRAEL

7.   This  Agreement  shall  be  governed  by  and  construed  and  enforced  in
     accordance with the laws of the State of Israel.

8.   This Agreement contains the entire understanding of the parties.  There are
     no   restrictions,   agreements,   promises,   warranties,   covenants   or
     undertakings between the parties with respect to the subject matter hereof.
     All  prior  agreements  with  respect  to the  subject  matter  hereof  are
     superseded by this Agreement and are of no further force and effect.

9.   This  Agreement  may be altered,  modified  or amended  except by a written
     instrument signed by the parties.

10.  This  Agreement  shall be binding  upon and shall  inure to the  benefit of
     Solmecs,  its successors and assigns and Solmecs shall require successor or
     assign to expressly  assume and agree to perform this Agreement in the same
     manner and to the same extent that the company would be required to perform
     it if no such succession or assignment had taken place. The term

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     "successors  and assigns" as used herein shall mean a corporation  or other
     entity  acquiring  all or  substantially  all the  assets and  business  of
     Solmecs   (including  this  Agreement)  whether  by  operation  of  law  or
     otherwise.

11.  The  provisions  of  this  Agreement  shall  be  deemed  severable  and the
     invalidity  or  unenforceability  of any  provision  shall not  affect  the
     validity or enforceability of the other provisions hereof.

IN WITNESS  WHEREOF,  the parties  have signed this  Agreement  on the day first
above written.


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      Solmecs                                              Xxxx

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