AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This Amended and Restated  Employment  Agreement (this  "Agreement") is made and
entered  into  this 8 day of  January,  2001  between  m-Wise,  Inc.,  a company
originally formed under the name Wireless  Auctions,  Inc and existing under the
laws of the state of Delaware U.S.A. (hereinafter,  the "Company"), and Shay Ben
Asulin  (Israeli  I.D. No.  023844087)  of 13 Gadna St. Tel Aviv,  Israel,  (the
"Employee").  WHEREAS, the Company and the Employee are parties to an employment
agreement  dated  April 1,  2000  (the  "Old  Employment  Agreement");  WHEREAS,
E-Street  International  AG.  and  D.E.P.  Technology  Holdings,  Ltd.  (or  any
subsidiary  of them,  any entity  into which  either of them shall  merge or any
subsidiary  of such entity) (the  "Investors")  and the Company are parties to a
purchase agreement of even date herewith (the "Purchase  Agreement") pursuant to
which the Investors are purchasing shares of Series B preferred stock, par value
$0.01 per share (the "Series B Preferred Stock"), of the Company and warrants to
purchase  shares  of  Series  B  Preferred  Stock;  WHEREAS,  it is a  condition
precedent  to the  transactions  contemplated  by the  Purchase  Agreement  that
simultaneously with the closing of the transactions  contemplated  therein,  the
Company and the  Employee  amend the terms of the Old  Employment  Agreement  by
entering  into this  Agreement;  WHEREAS,  the Company  desires to continue  the
employment of the Employee on the terms and conditions herein set forth, and the
Employee  desires to accept such  employment on the terms and conditions  herein
set forth.;  and WHEREAS,  the Employee agrees to render the services  hereunder
subject to and in accordance  with the provisions  hereof.  NOW,  THEREFORE,  in
consideration  of the mutual  promises set forth herein and mutual benefit to be
derived  therefrom the parties hereby agree as follows:  1.  Employment 1.1. The
Employee  shall serve as Chief  Executive  Officer of the Company,  and shall be
directly  subject to the Board of Directors of the Company (the "Board"),  or to
any person designated by the Board (the  "Supervisor").  1.2. During the term of
this  Agreement and unless and until  otherwise  agreed,  the Employee  shall be
employed on a full time basis.  The  Employee  shall  devote all of his business
time,   attention   and   efforts   to  the   performance   of  his  duties  and
responsibilities under this Agreement. 2. Warranties The Employee represents and
warrants  that:  2.1.  During  the  period of his  employment  he shall  perform
faithfully  the duties  assigned to him  hereunder and as may be assigned to him
from time to time by the Supervisor,  to the best of his ability,  and to devote
his full and undivided  business time to the  transaction of Company's  business
and not to engage in any other business  activities other than at the direction,
or with the written  approval of the Board.  2.2. He shall  inform the  Company,
immediately  upon becoming  aware of every matter in which he or a member of his
immediate family has






a personal  interest or which  might  create a conflict  of  interests  with his
duties under his employment.  2.3. Without the Company's written consent, during
the term of his employment, he shall not engage, employ or initiate, directly or
indirectly,  in any  other  compensatory  job,  business,  employment  or  other
business related involvement,  except his employment under this Agreement. Every
professional  activity not under the Company's  employment  shall be reported to
the Company and require its  consent.  2.4. The  execution  and delivery of this
Agreement and the  fulfillment of the terms hereof will not constitute a default
under or breach of any  agreement or other  instrument to which he is a party or
by which he is bound,  including without limitation,  any confidentiality or non
competition agreement, and does not require the consent of any person or entity.
2.5. He shall not utilize,  during the term of his  employment  any  proprietary
information  of any of his previous  employers.  2.6. In carrying out the duties
under  this  Agreement,  he  shall  not make  any  representations,  or give any
guaranties  on behalf of the Company,  except as  authorized  to do. 3. Term and
Termination  of  Employment  3.1. The term of the  Employee's  employment  shall
commence on the date hereof for an initial  period of 36 months and then renewed
for an unlimited time,  unless  terminated  earlier by either Party as set forth
below.  3.2. Each party may terminate  this  Agreement by giving the other party
ninety (90) days prior  written  notice.  The Company may choose to pay Employee
three (3) months  Salary (as defined  below) in lieu of giving him prior written
notice. Upon termination of the employment relationship pursuant to this Section
3.2, the Company shall have no further  obligation  or liability  other than the
Salary earned under this  Agreement  prior to the date of  termination,  and any
accrued but unused vacation.  3.3 Notwithstanding  anything else to the contrary
herein,  the  Company  may  terminate  this  Agreement  at any  time,  effective
immediately  and without need for prior written notice,  for Cause,  (as defined
herein). For the purposes hereof, the term "Cause" includes,  but is not limited
to: (i) breach by the Employee of any of his  obligations  pursuant to Section 2
of this Agreement or of any other  material  provision of this  Agreement,  (ii)
breach by the Employee of any of his  obligations  pursuant to Exhibit A of this
Agreement   (M-Wise  USA  Employee   Proprietary   Information   and  Inventions
Agreement);  (iii)  Employee's  fraud,  felonious  conduct or  dishonesty;  (iv)
Employee's conviction of any felony; (v) Employee's embezzlement of funds of the
Company or conduct  which  caused grave  injury to the  Company,  monetarily  or
otherwise; (vi) Employee's insubordination, incompetence, moral turpitude, other
misconduct  of any kind,  gross  negligence  in the  performance  of his  duties
hereunder;   or  (vii)   Employee's   refusal   to   perform   his   duties  and
responsibilities  for any reason other than illness or incapacity.  In the event
the Company  terminates  Employee's  employment  with "Cause," the Company shall
have no further  obligation or liability other than the Salary earned under this
Agreement prior to the date of termination, and any accrued but






unused vacation.
For the purposes of this  Agreement  "Good  Reason"  shall be defined as : (i) a
significant and material reduction of the Employee's duties or  responsibilities
as an employee,  not for Cause,  which occurs without Employee's express written
consent or approval;  (ii) the Company commences in the process of bankruptcy or
similar  proceeding,  liquidation or dissolution;  (iii) the Company's breach of
any material  provision of this  Agreement  which remains  uncured 60 days after
having received  written notice of such breach from Employee;  (iv) force major;
(v)  death  or  Disability  of the  employee;  or (vi)  death or  severe  mental
disability  or severe  physical  disability of any of the  Employee's  immediate
family as a result of which  Employee  remains  absent from work for a period of
six (6) successive  months, or an aggregate of six (6) months in any twelve (12)
month period.  Disability shall occur upon the end of such six-month period. The
term  "Disability"  shall  mean any  physical  or mental  illness or injury as a
result  of which  Employee  remains  absent  from  work for a period  of six (6)
successive  months,  or an  aggregate of six (6) months in any twelve (12) month
period.  Disability  shall  occur  upon the end of such  six-month  period.  3.4
Notwithstanding  anything to the contrary in Section 3.3 above,  the Company may
immediately cease the Employee's employment without "Cause," provided,  however,
that Employee  shall be entitled to a severance  payment equal to six (6) months
Salary.  As a condition of receiving  this  severance  payment,  Employee  shall
execute and deliver to the Company a general release in a form acceptable to the
Company.  3.5 The  Employee  shall  cooperate  with the Company and use his best
efforts to assist with the  integration  into the Company's  organization of the
person or persons who will assume the Employee's responsibilities.

4. Salary and Benefits
4.1.  The Company  shall pay the  Employee as  compensation  for the  employment
services  provided by him pursuant to this  Agreement a monthly  gross salary of
$11,000  (the  "Salary")  payable  in  accordance  with  the  Company's  payroll
practices.  For  avoidance of doubt,  the Salary is gross and includes all taxes
that may be imposed on such  Salary.  4.2.  The Company  shall,  at its expense,
provide medical insurance for the Employee,  in an amount not exceeding $350 per
month and pursuant to terms  determined  by the Company.  4.3. The Company shall
reimburse the Employee for residence expenses incurred by the Employee up to the
amount of $3,000 per month.  Additionally,  the Employee shall be entitled to be
reimbursed for all normal,  usual and necessary actual business expenses arising
out of travel,  lodging,  meals and  entertainment  whether in the UK or abroad,
provided Employee provides proper  documentation post factum, in accordance with
the Company's  policies.  4.4.  Except as  specifically  set forth  herein,  the
Company  shall  withhold  or  charge  the  Employee  with all  taxes  and  other
compulsory payments as required under law in respect of, or resulting from,






the compensation paid to or received by him.
4.5 The Salary and  additional  benefits to which the Employee shall be entitled
hereunder shall be reviewed by the Board of Directors  every 6 months.  5. Stock
5.1  Employee,  directly  or  indirectly,  in  his  individual  capacity  or  in
connection with family members,  holds,  owns or has the right to acquire shares
of the Company's capital stock, or options,  warrants or other rights to acquire
shares of the Company's  capital  stock (the  "Employee  Shares").  5.2 Employee
hereby grants to the Company the right,  which right shall become exercisable if
Employee's  employment with the Company terminates to repurchase,  at book value
(net of hidden  reserves),  a certain  number of  Employee  Shares  equal to the
product of (x) 20% of the Employee  Shares owned or held by Employee on the date
of  termination  and (y) a fraction,  the  numerator of which is the  difference
between  thirty-six  (36) months  minus the number of full months of  continuous
active employment actually completed by Employee with the Company, measured from
the date of execution of this Agreement,  and the denominator of which is twelve
(12) (the "Repurchase Shares").  5.3 The Repurchase Shares will vest in full and
the Company's  repurchase  right will lapse upon: (i)  Employee's  completion of
thirty-six  (36)  months  of  continuous  active  employment  with the  Company,
measured from the date of execution of this Agreement;  or (ii) the consummation
of a firm  commitment  underwritten  public offering by the Company of shares of
its Common Stock pursuant to a registration statement filed in the United States
under the Act or a public offering  effected on the London Stock  Exchange,  the
Frankfurt Stock Exchange or the Paris Stock Exchange under applicable securities
laws,  with a pre-money  valuation in excess of $60,000,000 and which results in
aggregate  cash  proceeds to the Company of an amount  equal to or greater  than
$20,000,000, net of underwriting discounts and commissions; or (iii) the closing
of a consolidation,  merger or  reorganization of the Company with or into, or a
sale of all or substantially  all of the Company's  assets, or substantially all
of the Company's  issued and  outstanding  share capital,  to any other company,
other  entity or person  (other than a wholly  owned  subsidiary  and  excluding
mergers  effected  for the purpose of changing  the  domicile of the Company and
which do not affect the percentage  equity interests of the  securityholders  of
the Company in and to the Company. If Employee's  employment with the Company is
terminated  without Cause," as defined in Section 3.3 above or Employee  resigns
for "Good Reason" as defined in Section 3.3 above,  the  Repurchase  Shares will
automatically  vest in full and the Company's  repurchase  right will lapse.  6.
Other  Company  Policies The Employee  agrees to comply with all policies of the
Company which are in effect from time to time. 7. Vacation The Employee shall be
entitled to 24 days paid  vacation  during each year of his  employment.  If the
Employee does not take the full  vacation time in a given year,  the time may be
accumulated and






carried forward up to a maximum number of forty (40) vacation days. The time may
be  redeemed,  in whole  or  partially,  by the  Employee.  8.  Confidentiality;
Inventions;  Non-Competition  The Employee  undertakes  to comply with and to be
bound by the  terms  and  conditions  of the  M-Wise  USA  Employee  Proprietary
Information and Inventions  Agreement attached hereto as Exhibit A. 9. Return of
Material  All  data,  memoranda,  notes  and  other  information  and  material,
regardless  of whatever  medium on which the same may be stored,  including  all
copies  and  excerpts  thereof,  pertaining  to work  in  connection  with  this
Agreement  or the  Employee's  employment  which  may come  into the  Employee's
possession directly or indirectly from the Company, or developed by the Employee
at any time  during  the period of his  employment,  shall be  delivered  to the
Company upon request or in all events,  upon termination of this Agreement.  10.
Governing Law This  Agreement  shall be governed by the laws of the State of New
York,  USA as applied by the courts  located within that state to contracts made
and performed entirely within such state. 11. Notices 11.1 All notices hereunder
will be in writing  mailed  registered  or  certified  mail,  postage  prepared,
addressed  to the  parties  at  their  respective  addresses  as set out in this
Agreement,  or transmitted by cable, telex or facsimile or other reliable method
of transmission.

11.2 Notices  will be deemed  received by the  receiving  party within 7 (seven)
days of mailing,  if mailed,  when actually  delivered by hand, if so delivered,
and on the Second business day (at the receiving end) following  transmission if
transmitted  by cable,  telex or  facsimile.  12.  Successors  and  Assigns  The
Employee's  obligations hereunder are personal to the Employee, and he shall not
subcontract  or assign  this  Agreement  or any part  hereof  without  the prior
express  written  consent of the  Supervisor  or the Board.  Any such  purported
subcontract or assignment  without such consent shall be void. 13.  Severability
In the event that any term,  condition or provision of this  Agreement  shall be
finally  adjudicated  by a court of  competent  jurisdiction  to be  invalid  or
unenforceable,  the remainder of this  Agreement  shall be unaffected  and shall
continue in full force and effect to the  fullest  extent  permitted  by law and
that such term, restriction, covenant or promise shall be deemed modified to the
minimum  extent  necessary  to make it  enforceable  by such court or body.  14.
Counterparts This Agreement may be signed in any number of counterparts, each of
which shall be an original,  with the same effect as if the  signatures  thereto
and hereto were upon the same  instrument.  15. Headings Section headings herein
are for  convenience and ease of reference only and shall in no way affect or be
deemed to affect the construction or interpretation of any provision hereof.





16. Entire Agreement and Amendment
16.1  Except as  otherwise  specifically  provided  for herein,  this  Agreement
constitutes the entire agreement between the parties with respect to the subject
matter  hereof  and  contains  all  of the  promises,  undertakings,  and  other
representations made by the parties to each other prior to its execution, all of
which are  merged  herein.  16.2 This  Agreement  shall  prevail  over any prior
agreement, understanding, promise or undertaking of the parties, whether written
or oral,  with  respect to the subject  matter  hereof,  all of which are merged
herein.  No subsequent  amendment to this Agreement will be of any effect unless
executed in writing and signed by all of the parties hereto. 16.3 This Agreement
shall not be amended, modified or varied by any oral agreement or representation
or otherwise than by written  instrument  executed by both parties or their duly
authorized  representatives.  16.4 No  failure  or  delay  of  either  party  in
exercising  any power or right  hereunder  shall in any way restrict or diminish
such party's rights and powers under this  Agreement,  or operate as a waiver of
any breach or  non-performance by either party of any of the terms or conditions
hereof. 16.5 If any provision of this Agreement (including any sentence,  clause
or part  thereof)  shall be  adjudicated  to be invalid or  unenforceable,  such
provisions  shall be  deemed  amended  to  delete  therefrom  the  portion  thus
adjudicated  to be invalid or  unenforceable,  such  deletion to apply only with
respect to the operation of such  provision in the  particular  jurisdiction  in
which  such  adjudicate  is  made.  In  addition,  if any  particular  provision
contained in this Agreement shall for any reason be held to be excessively broad
as to duration, geographical scope, activity or subject it shall be construed by
limiting  and reducing  such  provision  as to such  characteristic  so that the
provision is enforceable to the fullest  extent  compatible  with the applicable
law as it shall then appear.


IN WITNESS  WHEREOF the parties  affix  their  signatures  hereto as of the date
first above written.



M-WISE, INC.                                                   SHAY BEN ASULIN




Signature:___________________
Signature:_____________________


Name:             _____________________

Title:            _____________________