F-4/A










Exhibit 10.8  







THIS DEBENTURE is issued on 2.3.2005, by
Negevtech Ltd. (hereinafter called “the Borrower”), a company
incorporated in and under the laws of Israel, whose address is __________________________
in favour of BANK LEUMI LE-ISRAEL B.M. (hereinafter called “the Bank”). 



WHEREBY IT IS WITNESSED
as follows:- 



	 	1.1 	Subject
to the provisions of this Debenture (including, without limitations the provisions of
section 8 below), this Debenture is issued to secure the full and punctual payment of all
amounts – whether in Israel currency or in foreign currency – principal,
interest (including linkage differentials or exchange rate differentials, if any,
resulting from the linkage of principal and interest or of either of them to any rate of
exchange whatsoever or to the Index of Consumer Prices or to any other index),
commissions, bank charges and expenses of any kind whatsoever – due or to be due or
liable to become due to the Bank from the Borrower on account of loans, credits or
overdrafts given or to be given by the Bank to the Borrower, and/or on account of
undertakings, guarantees or letters of indemnity, issued or to be issued by the Bank at
the request of the Borrower, and/or on account of documentary credits of any kind
whatsoever opened or to be opened by the Bank at the request of the Borrower, and/or on
account of undertakings, guarantees or letters of indemnity signed or to be signed by the
Borrower towards or in favour of the Bank, and/or on accounts of Bills signed, endorsed
or guaranteed by the Borrower delivered or to be delivered to the Bank by the Borrower or
by any third parties, and/or on account of any other banking facility given or to be
given to the Borrower, and/or on account of any other liability of any kind whatsoever of
the Borrower to the Bank; whether such amounts, in whole or in part, be due or become due
from the Borrower solely or together with others, whether due or to become due from the
Borrower directly or indirectly, whether now due or hereafter to become due, whether
certain or contingent, whether due or to be due from banking activities or otherwise,
whether such amounts, in whole or in part, have crystallized by virtue of the judgment of
a court or not, whether the due date for payment is before or after realisation under
this Debenture without limitation as to the amount thereof and, in addition thereto, all
expenses and other amounts due or to become due from the Borrower under the terms of this
Debenture (all such aforementioned amounts being hereinafter referred to as “the
Secured Sums”). 






	 	       1.2 	The
Borrower hereby undertakes to pay to the Bank each amount of the Secured Sums:-






	 	1.2.1	upon
the agreed date for payment therefor, if it has been or will be agreed upon between the
Borrower and the Bank that any such amount will be due for payment on a particular date
or upon demand or upon the occurrence of a specified contingency or at a specified date
after demand or after the occurrence of such specified contingency; or  






	 	1.2.2	within
7 (seven) days from the date of the Bank’s first demand therefor if no date for
payment as specified under the above sub-Clause has been agreed upon,  






	 	
and
each amount of the Secured Sums not paid to the Bank as aforesaid shall bear Interest at
the Maximum Rate for the period commencing from the date on which the Borrower should have
paid such amount until the date of actual payment of the same; and any such interest
aforesaid accruing due every three months or, at the choice of the Bank, during each
period which is less than three months, in respect of which it is lawful to capitalise
interest, shall be capitalised and shall itself bear Interest at the Maximum Rate. 






	2. 	The
Borrower shall not be entitled to discharge any amount of the Secured Sums
          prior to its agreed date for payment thereof without the prior written consent
          of the Bank. 






	3. 	As
security for the full and punctual payment of the Secured Sums, the Borrower
          hereby charges in favour of the Bank, by way of fixed charge of first degree,
          the Intellectual Property of the Borrower as such term is defined in Clause 22
          hereinbelow (“the Charged Property”): and 






- 1 -








	4. 	The
Borrower hereby warrants and represents that:- 






	 	4.1 	the
Charged Property is not mortgaged, pledged, charged, attached or otherwise encumbered, in
whole or in part, in favour of a third party, with the sole exception of: (i) a first
degree fixed charge on the Charged Property in favor of Plenus Technologies Ltd. (“Plenus”)
to secure a loan (“the Plenus Loan”) in the amount of US$4,500,000 granted to
the Borrower by Plenus Technologies Ltd. (“the Plenus Pledge”); and (ii) a
general first degree floating charge in favor of Plenus to secure the aforesaid loan. 






	 	4.2 	Subject
to the provisions of Section 12.4 below the Charged Property is not affected by any
restriction or condition relating to the transfer of ownership therein or to the
mortgage, pledge or charge thereof, either at law or under any agreement whatsoever other
than the Plenus Pledge. 






	5.  	The
Borrower further undertakes with the Bank:- 






	 	5.1 	To
ensure that the Debenture is registered with all relevant authorities, as required under
any law or regulation of any nature whatsoever, in order to perfect the Bank’s
rights. 






	 	5.2	






	 	                5.2.1 	to
treat the Charged Property with care; 






	 	5.2.2	to
keep the Charged Property in good repair and condition for use, to repair any damage or
defect which may occur to the Charged Property, in whole or in part, as the result of use
or for any other reason whatsoever  






	 	5.3 	to
allow the Bank or the Bank’s representatives at all times and subject to execution
of confidentiality undertakings reasonably satisfactorily to the Borrower to inspect the
condition of the Charged Property wherever the same may be; 






	 	5.5 	not
to sell or transfer, assign, let or, in any way, part with possession of, the Charged
Property or any part thereof, to any third party without the prior written consent of the
Bank and not to pledge in any manner and for any purpose, any of the Charged Property for
the benefit of any third party whatsoever (including interested parties) without the
prior written consent of the Bank; 






	 	
However,
the Borrower may, in the Borrower’s course of business, enter into OEM agreements,
license and other commercial agreements in the Borrower’s ordinary course of
business with respect to the Charged Property. 






	 	5.6 	to
notify the Bank immediately, when it shall become aware of the imposition of any
attachment of the issue of any execution proceedings or of any application for the
appointment of a receiver over or with respect to the Charged Property or any part
thereof, to notify immediately the authorities which levied such attachment or issued
such execution proceedings or received the application for the appointment of such
receiver and any third party who initiated or applied for such action, of this Debenture
in favour of the Bank, and forthwith to take, at the expense of the Borrower, all steps
necessary for the discharge of such attachment, execution proceedings or appointment of
receiver, as the case may be; 






	 	5.7 	with
the sole exception of the Plenus Pledge and the floating charge in favor of Plenus, not
to mortgage, pledge, charge or otherwise encumber the Charged Property or any part
thereof in any manner whatsoever whereby the rights thereunder shall rank prior to, pari
passu with or subsequent to, the rights of the Bank under this Debenture without the
prior written consent of the Bank; 







- 2 -








	 	5.8 	to
pay to the appropriate authorities on the due date(s) therefor and, if there is/are no
due date(s) for payment thereof, then to pay to such appropriate authorities upon their
first demand, all taxes, levies, imposts, compulsory loans and payments, now or hereafter
applying to the Charged Property or any part thereof; 






	 	5.9 	to
maintain in a permanent manner books of account which shall, at all times, be available
for inspection by the Bank or its representative(s), to permit the Bank at all reasonable
times to inspect and investigate all books, documents and accounts relative to the
Borrower, and to deliver to the Bank at any time and upon its first demand all balance
sheets, statements of affairs, documents and information with respect to the Borrower; 






	 	5.10	






	 	5.10.1	to
keep the Charged Property insured at all times in its full value against such risks as
the Bank may from timeto time reasonably require with such insurance company or companies
and upon such conditions as the Bank shall approve;  






	 	5.10.2	whenever
the Bank shall so think fit, forthwith, upon the Bank’s first demand, to insure the
Charged Property with such additional cover or with such other insurance company or
companies as the Bank shall reasonably require (the insurance company or companies
insuring the Charged Property as aforesaid being hereinafter called “the Insurance
Companies”);  






	 	5.10.3	to
comply with all the terms of the insurance policy (policies) relating to insurance of the
Charged Property;  






	 	5.10.4	to
pay punctually all insurance premiums in full and to furnish the Bank with all receipts
for payment of the same within 7 (seven) days of the due date therefor;  






	 	5.10.5	to
furnish to the Bank, upon the Bank’s first demand therefor, the original policy
(policies) of insurance;  






	 	5.10.6	not
to vary or alter in any manner whatsoever any of the conditions of the insurance of the
Charged Property or any part thereof without the prior written consent of the Bank; and  






	 	5.10.7	upon
first demand of the Bank, forthwith to sign any certificate or other document whatsoever
which by virtue of any law or condition(s) of insurance of the Charged Property or any
part thereof, or which in the opinion of the Bank, is required or necessary for the
purpose of effecting all or any one or more of the obligations of the Borrower pursuant
to sub-paragraphs 5.10.1 to 5.10.8 of this paragraph.  






	 	       5.11 	forthwith
 to  notify  the  Bank  of  the  occurrence  of  any  seizure,  requisition,
                expropriation or forfeiture of the Charged Property or any part thereof;






	 	5.12 	forthwith
upon the Bank’s first demand, to furnish the Bank with any licence, confirmation,
certificate, receipt or other document which, in the opinion of the Bank, is required or
necessary for purpose of proof of compliance by the Borrower with its obligations under
this clause; 






	 	       5.13 	not
to effect any of the acts  mentioned in paragraph  6.1.2 hereof  without the prior
                written consent of the Bank; and






- 3 -








	 	5.14 	to
repay to the Bank forthwith upon the Bank’s first demand, all sums of whatsoever
nature, if any, laid out, and all expenses, if any, incurred by the Bank in connection
with or as a result of the Bank effecting any act under the powers conferred upon the
Bank under sub-clause 6.1 hereof, including, without limitation, insurance premiums with
respect to the Charged Property. 






	6.  	






	 	       6.1 	The
Borrower hereby  irrevocably  empowers the Bank to effect in the Borrower's  name,
                in the Borrower's stead and at the Borrower's expense:-






	 	6.1.1	any
of the acts mentioned in clause 5 hereof – in paragraph (5.10) and in sub-paragraphs
(5.10.1) to (5.10.4) inclusive and (5.10.6) and (5.10.9) in any case where such acts are
not effected by the Borrower at all, in time or to the satisfaction of the Bank; and  






	 	6.1.2	to
institute proceedings against the Insurance Companies in connection with the Charged
Property or any part thereof, to conduct negotiations with the Insurance Companies, to
come to such arrangements with the Insurance Companies as the Bank shall see fit in
respect of claims arising from insurance, including arrangements by way of compromise or
waiver, in whole or in part, of the Borrower’s rights, to sign any arbitration
agreement(s) and to collect the insurance proceeds – 






	 	
provided
always that the powers conferred upon the Bank under this sub-clause shall not oblige the
Bank to exercise the same, in whole or in part, nor shall the powers granted to the Bank
hereunder relieve the Borrower from performing any of its obligations under this
Debenture and provided further that any of the acts hereinbefore mentioned may be
effected whether insurance was or will be effected by the Borrower or whether in the
Borrower’s name by the Bank pursuant to the power granted to it hereunder.  






	 	6.2	






	 	6.2.1	The
Borrower hereby releases the Bank in advance from all liability should the Bank fail at
all, in time or in an appropriate manner, to utilize any of the powers conferred upon the
Bank under the preceding sub-clause and, in particular, without prejudice to the
generality of the release aforesaid, in any case where the Bank does not effect insurance
at all, in time or in the correct manner or, where on the occurrence of any damage or
loss caused, the Insurance Companies shall not – as a result of any defect or of a
lack of sufficiency in insurance or because of the absence of, or lateness in, delivery
of any notice or demand or as a result of any act or omission by the Bank – pay, in
whole or in part, the amount(s) claimed;  






	 	6.2.2	The
Borrower hereby waives in advance any claims or counter-claims against the Bank on
account of, or in connection with, any claim, negotiations, compromise, arrangement,
settlement or waiver of the Borrower’s rights, in whole or in part, made or to be
made by the Bank with the Insurance Companies in connection with insurance as aforesaid;
and  






	 	6.2.3	The
release and waiver referred to in the above paragraphs shall apply with regard to matters
pertaining to any insurance whether such insurance was or will be effected by the
Borrower or in its name by the Bank pursuant to the power granted to it under the
preceding sub-clause.  






	7.  	[Reserved]  






- 4 -








	8. 	The
charges hereby created in favour of the Bank shall be independent of all           other
collateral or securities received or to be received by the Bank from or           for the
Borrower, shall not affect or be affected by, such other collateral or
          securities and shall serve as a continuing security, remaining in full force
and           effect until the Bank shall confirm to the Borrower in writing that this
          Debenture is null and void, even if, at any time prior to the giving of such
          confirmation, there shall exist no indebtedness/liability of the Borrower to
the           Bank. 






	 	
Notwithstanding
anything to the contrary contained in this Debenture, this Debenture and the charges
hereby created in favor of the Bank (including without limitation the charge of the
Charged Property) shall be canceled and be of no further force and effect upon and
together with the fulfillment of the following conditions: (i) Negevtech has repaid the
Plenus Loan in full including all interest and related sums; and (ii) Plenus has released
the Plenus Pledge. Upon occurrence of both of the aforesaid conditions and receipt by the
Bank of the Borrower’s written notice thereof the Bank shall release the charges
created hereunder (including without limitation the charge on the Charged Property). 






	9.  	






	 	9.1 	Whenever
the Borrower shall not pay to the Bank any amount to become due to the Bank from the
Borrower on account of the Secured Sums on the date provided for the payment thereof as
mentioned in clause 1.2 hereof (any such amount not paid to the Bank by the Borrower as
aforesaid being hereinafter called “the Arrears”) then the Bank shall have a
right of lien over all monies – whether in Israel currency or in foreign currency
– to become due to the Borrower from the Bank in any account, manner or circumstance
whatsoever and over all Bills, stocks, shares, bonds and securities of every kind, bills
of lading, documents, movables and other property of whatsoever type or kind delivered or
to be delivered by the Borrower to the Bank or by any third party for collection or as
collateral or for safe custody and over their proceeds; and the Bank shall be entitled at
all times, without being obliged to notify the Borrower in advance thereof, to exercise
such lien until discharge of the Arrears. 






	 	
Without
prejudice to the Bank’s right of lien aforementioned, and in addition thereto, the
Bank shall be entitled (but not obliged) at all times without being obliged to notify the
Borrower in advance thereof:-  






	 	9.1.1	to
set-off the Arrears against any sum whether in Israel currency or in foreign currency, as
the case may be, to be due to the Borrower from the Bank in any account, manner or
circumstance whatsoever;  






	 	9.1.2	to
purchase any foreign currency which shall be required for the discharge of any of the
Arrears or to sell any foreign currency and to use the proceeds of such sale for the
discharge of the Arrears in Israel currency or, as the case may be, for the purchase of
any other foreign currency which shall be required for discharge of any of the Arrears;  






	 	9.1.3	to
debit any account of the Borrower with the Arrears; and where the Arrears are due in or
for foreign currency – to debit any account of the Borrower maintained in the same
currency therewith or any account of the Borrower maintained in Israel currency with the
countervalue thereof (in Israel currency) at the Customary Rate at the Bank prevailing on
the date of the debiting of such account as aforesaid.  






	 	9.2 	Whenever
the Bank shall effect any set-off as mentioned in this Clause above, against monies in
whatever account of the Borrower, such set-off shall be effected even prior to the date
of maturity of such account. 






	 	9.3 	Each
purchase or sale as mentioned in this Clause above, shall be effected, (if at all),
according to the Customary Rate at the Bank out of amounts in Israel currency or out of
amounts in foreign currency, as the case may be, which shall be standing to the credit of
the Borrower with the Bank or shall be received from the realisation of any collateral
given or to be given by the Borrower to the Bank. 






- 5 -








	 	9.4 	Every
debiting as mentioned in 9.1.3 above, shall be effected, (if at all), either in an
existing account or in an account to be opened by the Bank for that purpose, in the name
of the Borrower whether such account to be debited be in credit, overdrawn or shall
become overdrawn as a result of such debiting; the debit balance (if any) on such account
as shall have been debited as aforesaid shall bear Interest at the Maximum Rate; and such
interest as aforesaid accruing due every three months shall be capitalized and shall
itself bear Interest at the Maximum Rate. 






	 	9.5 	Whenever
any attachment shall be imposed on any property of the Borrower held by the Bank or on
any amount to be due to the Borrower from the Bank, the Bank shall have a right of lien
over such property or amount, as the case may be, provided always that such right of lien
under this subclause, shall apply only to such properties and amounts, the aggregate
value of which shall not exceed the outstanding balance from time to time of the Secured
Sums and the Bank’s right of lien under this subclause shall be in addition to the
rights of the Bank under all the above subclauses of this clause. 






	10.  	[Reserved]  






     	11.	
          Upon the occurrence of any of the events set out hereunder, the Bank shall be
          entitled to declare all or any of the Secured Sums to be immediately due and
          payable:- 


          



	 	11.1 	if
the Borrower shall fail to pay to the Bank any amount to be due from it to the Bank on
account of the Secured Sums upon the date prescribed for payment thereof as provided for
in clause 1.1 hereof; 






	 	11.2 	if
an attachment shall be levied on the assets of the Borrower or any part thereof or
execution proceedings shall be instituted against it and such attachment or execution
proceedings shall not be discharged within 21 (twenty-one) days; 






	 	11.3 	if
a winding-up resolution shall be passed by the Borrower or if a petition shall be filed
against it for winding-up or for the appointment of any preliminary temporary liquidator,
receiver, temporary or otherwise, or for the commencement of rehabilitation proceedings,
the grant of an order to receive assets, the filing of a request for receivership against
any assets of the Borrower, provided that such petition or order were not canceled within
fourteen (14) days, or if the Borrower shall commit an act of bankruptcy or call a
creditors’ meeting for the purpose of entering into an arrangement with them, or if
the Borrower’ name shall be struck out from any register maintained by law, or is
about to be struck out. 






	 	11.4 	if
the Borrower shall cease production or commercial activities which shall not be resumed
within 60 (sixty) days of such cessation; 






	 	11.5 	if
the Borrower shall be in breach of or fail to perform any of its obligations towards the
Bank, whether herein contained or contained in any other document now or hereafter signed
by the Borrower in favour of the Bank or if it transpires that any warranty or statement
whatsoever of the Borrower is incorrect or inaccurate. 






	 	11.6 	if,
in the Bank’s opinion, material adverse change shall have occurred in the Borrower’s
financial conditions, activities or business, or in its financial ratios. 






	 	11.7 	if
the Borrower shall issue bearer securities without having received the prior written
consent of the Bank thereto. 






- 6 -








	 	11.8 	If
any event occurs the result of which may entitle any entity, in Israel and/or a, under
any document signed now or hereafter by the Borrower, to accelerate payment of any debts
and obligations, in whole or in part, of the Borrower with respect to such entity, even
if such entity shall not have exercised such right to accelerate payment. 






	 	11.9 	If
the Bank shall be of the opinion that a material asset, constituting any security which
the Bank shall have received from the Borrower or on its behalf, has become or is likely
to become damaged or has lost or is likely to lose a considerable portion of its value. 






	 	11.10 	If
any of the aforesaid events in this clause shall occur, mutatis mutandis, to any
guarantor who shall have guaranteed the discharge of the Credit and/or who shall have
provided the Bank with any collateral to secure the discharge of the Credit. 






	12.  	






	 	12.1 	Upon
the occurrence of any one of the events set out in the preceding clause, the Bank shall
be entitled to take all such steps as it sees fit to collect the Secured Sums from the
Borrower and, in addition thereto, without prejudice to any and all of its other rights,
to realize its rights under this Debenture, including, without limitation, the sale of
the Charged Property or any part thereof, whether by the appointment of a receiver or
receiver and manager or whether by any other method the Bank shall see fit. 






	 	12.2 	The
Borrower agrees that any receiver or receiver and manager, appointed pursuant to the
preceding sub-clause, shall be deemed to be the agent of the Borrower who shall be
empowered, inter alia, to do the following: 






	 	                12.2.1 	to
get in the Charged Property and take possession thereof; 






	 	                12.2.2 	to
manage the Borrower's  business or  participate in the management  thereof
                         as he may see fit; 






	 	12.2.3	to
sell or agree to the sale of the Charged Property, in whole or in part, or to transfer
the same in any other manner upon such conditions as he may see fit;  






	 	12.2.4	to
make any other arrangement with respect to the Charged Property or any part thereof as he
may see fit;  






	 	12.2.5	to
do all such other acts and things as he may consider incidental or conducive to any of
the matters and powers aforesaid.  






	 	12.3 	All
sums to be collected by the Bank upon a realisation of the Charged Property and all
amounts paid to the Bank, pursuant to clause 6 hereof, shall be applied for the purposes
set out hereunder in the order in which they appear or in such other order as the Bank
shall select: 






	 	12.3.1	in
discharge of the expenses occasioned in consequence of such realisation as aforesaid
(including the appointment of a receiver or a receiver and manager);  






	 	12.3.2	in
discharge of all other expenses, bank charges, interest and additional sums consequent
upon the linkage of interest, the due date for payment whereof has arrived and which have
not been paid to the Bank by the Borrower;  






	 	12.3.3	in
discharge of principal and additional sums consequent upon the linkage of principal, the
due date for payment whereof has arrived and which have not been paid to the Bank by the
Borrower; and  






- 7 -








	 	12.3.4 	for
depositing in a special or other account with the Bank in the name of the Borrower, which
shall serve as collateral for the full discharge of the balance of the Secured Sums,
where the due date for payment of such amounts has not arrived, where such amounts are
due or shall become due to the Bank on account of any contingent liability or obligation
or on account of any other amounts; and this without prejudice to the rights of the Bank
under clause 9 hereof.  






	 	12.4 	The
Bank hereby acknowledges that the security interest in the Charged Property which
constitutes “know-how” under the Encouragement of Industrial Research and
Development Law, 5733-1984 (“the Encouragement Law”) (such know-how,
“Grant Funded Know-How”) is subject to the Chief Scientist’s Rights
(as hereinafter defined). In addition, the Bank hereby acknowledges that any realization
of Grant Funded Know-How, including the sale of the Grant Funded Know-How and its
transfer within the framework of realization procedures will require the approval of the
Research Committee (as hereinafter defined). Likewise, any transfer of said Grant Funded
Know-How will be conditional upon the potential buyer or transferee undertaking to assume
the obligations in accordance with the Encouragement Law including Section 19(c) thereof
and in accordance with the terms of the program pursuant with which grants were provided
to the Borrower including the obligation: (i) not to transfer the Grant Funded Know-How
to another unless the Research Committee approves the transaction; (ii) to pay royalties. 






	 	
The
“Chief Scientist Rights” shall mean all the rights, powers and privileges of
the Ministry of Industry and Trade’s Industrial Research and Development Committee
(the “Research Committee”) by virtue of the Encouragement Law and/or of
an instrument of approval granted by the Chief Scientist of the Israel Ministry of
Industry, Trade and Employment, pursuant with his powers under the Encouragement Law. 






	 	
Unless
and until agreed otherwise in writing between the Borrower and the Bank, the Bank shall
pay in respect of such special or other account as aforesaid (by crediting such account)
such interest as would have been payable if such special or other account had been a
checking account in credit; and the Borrower shall not be entitled to withdraw the
amounts to be deposited in such special or other account as aforesaid, or to effect in
any manner whatsoever any disposition with respect thereto or in connection therewith,
save with respect to such portion thereof as exceeds the amount of the Secured Sums.  






	13. 	Without
prejudice to the provisions of clause 1.2 hereof, whenever proceedings           shall be
instituted by the Bank against the Borrower for payment of any amount           due or to
become due from it to the Bank on account of the Secured Sums, the           Bank shall
be entitled to claim on such amount, Interest at the Maximum Rate for           the
period commencing from the date of the institution of such proceedings until
          the date of actual payment thereof in full; such interest accruing due every
          three months shall be capitalized and shall itself bear Interest at the Maximum
          Rate; and should the Bank claim interest at the said rate aforementioned, the
          Borrower hereby agrees to the competent judicial authorities adjudicating
          against it such interest as aforesaid. 






	14. 	The
Bank shall be entitled to divide its claims for payment of amounts due or to
          become due to it on account of the Secured Sums, whether such amounts derive
          from one or several causes of action and to claim payment of such amounts in
          parts so that each part shall constitute a separate cause of action,
independent           of every other part. 







- 8 -








	15. 	All
expenses in connection with the preparation and issue of this Debenture, its
          stamping, registration in the Companies Registry, realisation or cancellation
          thereof, in whole or in part, or any claim issued by the Bank in respect of the
          amounts due or to become due to the Bank from the Borrower on account of the
          Secured Sums, including the fees of the lawyer of the Bank at the rate agreed
          between the Bank and such lawyer, shall be for the account of the Borrower; and
          without derogating from the rights of the Bank under Clause 9 above, the
          Borrower hereby undertakes to pay to the Bank any of the amounts above
mentioned           immediately upon its first demand. 






	16.  	






	 	16.1 	All
Entries in the Books of the Bank shall be deemed correct and shall serve as sufficient
proof against the Borrower in all their details; and copies of such Entries or, at the
option of the Bank, of an extract of such Entries or of the last page of such Entries,
certified by any employee of the Bank on the back of such copy Entries, extract or last
page as aforesaid or in a separate document – shall serve as sufficient proof of the
existence of such Entries and of the correctness of the details in such copies. 






	 	16.2 	The
Borrower undertakes to examine every copy statement of account, notice and letter to be
delivered or dispatched to it by the Bank and to submit its observations, if any, thereon
in writing to the Bank within 15 (fifteen) days of the date of delivery or dispatch
thereof by the Bank. 






	 	16.3 	The
correctness of each detail contained in every such copy statement of account, notice and
letter as aforesaid in respect of which no observation in writing shall be received by
the Bank from the Borrower within the abovementioned period, shall be deemed to have been
confirmed by the Borrower to the Bank. 






	17. 	A
waiver by the Bank in favour of the Borrower in respect of a prior breach of,
          or non-compliance with, any one or more of its obligations towards the Bank,
          whether such obligation be contained in this Debenture or in any other existing
          or future document, shall not be construed as a justification or excuse for a
          further breach of, or non-compliance with, any condition or obligation
          aforesaid; and the forbearance of the Bank from the exercise of any right
          granted to it under this Debenture, under any other document or at law shall
not           be construed as a waiver of such right. No waiver by the Bank and no
compromise           or other arrangement whatsoever with the Bank shall bind the Bank
unless made by           the Bank in writing. 






	18. 	The
addess of the Borrower is the address mentioned above for the purpose of           this
Debenture or any other address in Israel, of which the Borrower shall have
          given the Bank notice in writing by registered mail as being its address for
the           purposes of this Debenture, receipt whereof shall have been acknowledged by
the           Bank in writing. 






	 	
Any
notice or demand, copy statement of account, or any other document of whatsoever kind
(including any negotiable instrument) may be sent or delivered to the Borrower by the Bank
by ordinary mail or by any other method the Bank may select. Any such notice or demand,
copy statement of account, or other document of any kind (including any negotiable
instrument), to be sent by the Bank to the Borrower at its address aforementioned by
ordinary mail shall be deemed to have been received by the Borrower on its due date in the
ordinary course of post. 






	 	
A
certificate in writing by any employee of the Bank attesting to the fact and time of
despatch or delivery as aforesaid shall be sufficient proof against the Borrower of the
fact and time of the despatch or delivery therein mentioned. 






     	19.	
          This Debenture shall be governed by, and interpreted in accordance with, the
          laws of Israel. 


          



     	20.	
          The Borrower hereby nominates the town of Tel Aviv as the exclusive place of
          jurisdiction for all purposes connected with this Debenture but without
          prejudice to the right of the Bank to sue the Borrower in any other competent
          court. 


          




- 9 -








     	21.	
          The Bank and all those claiming under it shall be entitled, at all times, to
          assign to others their rights under this Debenture, without the necessity of
          obtaining the Borrower’s consent thereto. 


          



     	22.	
          In this Debenture:- 


          



	 	       22.1 	the
expression "Interest at the Maximum Rate" shall mean -






	 	22.1.1	in
respect of any amount of the Secured Sums due or to become due to the Bank on account of
a debt of such type or kind in respect of which, or in respect of the discharge of
arrears of which, a maximum rate of interest has been prescribed by any law –interest
at such maximum rate prescribed by such law;  






	 	22.1.2	in
respect of any amount of the Secured Sums in Israel currency due or to become due to the
Bank on account of a debt of such type or kind in respect of which, or in respect of the
discharge of arrears of which, a maximum rate of interest has not been prescribed by any
law – interest at the highest rate customarily charged at the Bank, from time to
time, in respect of debit balances on current debit accounts which are not paid to the
Bank with 7 (seven) days of its first demand;  






	 	22.1.3	in
respect of any amount of the Secured Sums due or to become due to the Bank in or for
foreign currency – the maximum rate of interest which the Bank is entitled to
recover from the Borrower under any document relating to the discharge of arrears of such
amount.  






	 	
A
certificate by any employee of the Bank of Interest at the Maximum Rate, as defined
above, for the period(s) to which such certificate relates shall serve as sufficient
proof against the Borrower of the details therein contained.  






	 	22.2 	The
expression “Customary Rate at the Bank” shall mean with respect to each
purchase of foreign currency for the Borrower or with respect to the debiting of the
Borrower’s accounts with the countervalue in Israel currency of foreign currency,
the highest rate customary at the Bank at any given time for the sale to its customers of
the relevant foreign currency out of Israel currency together with the Bank’s
exchange commission with respect thereto; and, with respect to each sale of foreign
currency, the lowest rate customary at the Bank at any given time for the purchase by the
Bank from its customers of the relevant foreign currency in exchange for Israel currency,
less the Bank’s commission with respect thereto. 






	 	
A
certificate by any employee of the Bank with respect to the Customary Rate at the Bank at
any given time shall serve as sufficient proof against the Borrower.  






	 	22.3 	The
expression “Bill” shall mean every promissory note, bill of exchange, cheque,
drawing and payment order and every negotiable instrument of whatsoever kind; 






	 	22.4 	The
expression “Books of the Bank” shall be construed as to include also any book,
register, statement of account, copy statement of account, contract of loan, letter of
undertaking, Bill signed by the Borrower, card index, ledger sheet, coil, any means of
data storage for purposes of electronic computers and any other method of data storage; 






	 	22.5 	The
expression “Entries” shall be construed as to include also any entry or copy
thereof, whether recorded or copied in handwriting or by typewriter and whether recorded
or copied by any method of printing, duplication or photography (including microfilm) or
by means of any mechanical, electrical or electronic device or by means of electronic
computer recording or by any other method of presenting words or figures or any other
symbols; 






- 10 -








	 	22.6 	The
expression “Bank” shall include each and every one of the Bank’s branches
or offices, whether in Israel or abroad, and all its successors, representatives and
transferees; 






	 	22.7 	The
expression “Intellectual Property” shall mean all intangible rights, titles and
interests embodied in or connected or related to (i) inventions, improvements thereto,
and patents, patent applications, and patent disclosures; (ii) trademarks, service marks,
trade dress, logos, trade names, and corporate names, (iii) copyrights and/or any works
of authorship, regardless of copyrightability; (iv) mask works and all applications,
registrations, and renewals in connection therewith, (v) all trade secrets, confidential
information and business information; (vi) computer software; (vii) integrated circuits
(viii) other proprietary rights, industrial rights and any other similar rights, in each
case on a worldwide basis, and all copies and tangible embodiments thereof, or any part
thereof, in whatever form or medium. 






IN WITNESS WHEREOF this Debenture has
been executed by the Borrower, the day and year first above written. 


/s/ Arnon Gat, /s/ Oz Desheh



By: Dr. Arnon Gat, Oz Desheh.



On behalf of Negevtech Ltd 





- 11 -