AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This   Amendment  to  the  Amended  and  Restated   Employment   Agreement  (the
"Amendment"), is made as of June 1, 2003, by and between m-Wise, Inc., a company
organized  under  the  laws of the  State of  Delaware,  USA  (hereinafter,  the
"Company") and Shay Ben Asulin, I.D. No. 023844087, residing at 13 Gadna Street,
Tel Aviv, Israel (the "Employee").


WHEREAS  The  Company  and the  Employee  are  parties  to a certain  Employment
Agreement  dated April 1, 2000,  as amended and restated on January 8, 2001 (the
"Employment Agreement"); and

WHEREAS  The  Company  and the  Employee  desire to amend  certain  terms of the
Employment Agreement, by entering into this Amendment.



NOW, THEREFORE,  in consideration of the mutual promises and undertakings of the
parties, it is hereby agreed:

1.       Effective as of June 1, 2001, Section 1.1 of the Employment
Agreement shall be deleted in its entirety and replaced by the
following:
         "1.1.             The Employee shall serve as the Secretary of the
Company and Chairman of the Board of Directors of the Company (the
"Board"), and shall be directly subject thereto"
2.       Effective as of October 1, 2001, Section 4.1 of the Employment
Agreement shall be deleted in its entirety and replaced by the
following:
         "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 $9,166 (the "Salary") payable
in accordance with the Company's payroll practices. For avoidance
of doubt, the Salary is gross and such amount is prior to the
deduction of any taxes that may be imposed on such Salary by law."
3.       3.1.     Effective as of July 1, 2002, Section 4.3 of the
Employment Agreement shall be deleted in its entirety and replaced
by the following:
"4.3.             The Company shall reimburse the Employee for residence
expenses incurred by the Employee up to an amount of $2,000 per
month."
         3.2.     Effective as of October 1, 2002, the first paragraph of
Section 4.3 of the Employment Agreement, as amended hereinabove,
shall be deleted in its entirety.




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IN WITNESS WHEREOF, the parties have executed this Amendment to the





Amended and  Restated  Employment  Agreement,  effective  as of the day and year
first above written:


- ------------------------                    ------------------------
          M-WISE, INC.                            SHAY BEN ASULIN
By   : ___________________
Title: ___________________