---

---

Exhibit 10.1

|            |  |             
|----------- |  | ------------
|Account No. |  | MS-2-(1) (M)
|            |  |             

|Borrowers
  name | Address
  and zip-code | Telephone
  number | Id/
  Company Number
|----------------- | ---------------------- | ------------------ | --------------------
|Ampal Israel Ltd  |                        |                    | 52-002622-0         

Messrs
Bank Hapoalim BM
Central Branch (600)

RE: UNDERTAKING FOR THE REPAYMENTOFA FOREIGN CURRENCY LOAN MADE THIS APRIL 26,
2007

| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1. | Nature of the obligation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    | 1.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Bank
  Hapoalim BM (hereafter: the Bank)
  shall lend the undersigned as the Borrower/ Borrowers (hereafter: the Borrower)and the Borrower shall
  borrow and receive from the Bank the sum of 27,000,000 (twenty seven million)
  US dollars (hereafter: the principal)at
  the value thereof as of March 30, 2007 (hereafter: date of grant of the loan).The
  Borrowers signature on this undertaking, together with the
  crediting of the account whose number appears in the title-heading of this
  undertaking (hereafter: the account)with
  the principal amount, constitutes the Banks consent to provide the Borrower
  with the principal and the Borrowers acknowledgement of receipt of the
  principal.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    | 1.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | The Borrower
  covenants to repay directly to the account, all payments of principal,
  interest (within the following definition thereof), expenses, commissions and
  also other payments becoming due from the Borrower as set forth hereafter
  (all the aforesaid amounts and any portion thereof shall hereinafter be
  referred to as: the loan). The
  repayment dates of the principal and the interest (within the following
  definition thereof) shall be as set forth in Clauses 3 and 4 below.                                                                                                                                                                                                                      
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    | Without
  derogating from the Banks rights pursuant to this undertaking and/or in
  accordance with any other instrument and/or form signed and/or that shall be
  signed by the Borrower and/or any statutory rights  the Borrower is aware
  that if it transpires that on any repayment date (as per Clauses 3 and 4
  hereafter), there does not exist in the account for charging a credit balance
  or an unutilized credit limit in the full amount of the debit on account of
  the loan  the Bank is entitled not to implement the aforesaid provision on
  such repayment date, until the first next business day on which a sufficient
  balance is present in the account for charging. If the Bank shall have
  debited the account for charging and it transpires that the balance in the
  account is not sufficient for the debit, the Bank shall be entitled to cancel
  any such debit and to treat any amount the debit whereof was cancelled as an
  amount not paid on account of the loan, and accordingly to take any action it
  deems fit pursuant to this Undertaking.

1

---

---



| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                               
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    | The Borrower
  is aware that the Bank is under no obligation to examine whether, on dates of
  performance of the aforesaid provision, as stated, a credit balance or
  unutilized credit limit exists for making the debits charged or that may be
  charged to the aforesaid account for charging at such time, and the Borrower
  shall bear all the expenses that may arise from the non-existence of a credit
  balance or unutilized credit limit.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    | The Borrower
  is aware that the debit balance arising from the aforesaid charges may bear
  interest at a rate higher than the arrears interest rate on the loan (as per
  Clause 6.2 below).                                                                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    | The Borrower
  is aware that whenever the aforesaid provision is not implemented, the amount
  unpaid as aforesaid shall bear interest at the rate specified in Clause 6.2
  below.                                                                                                                                                                                                                                                                     
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | 2. | Object of the loan                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    | The
  principal is given:                                                                                                                                                                                                                                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    | 2.1                                                                                                                                                                                                                                                                                                                                                                                                                                                      | For the
  lawful objects of the corporation being the Borrower.                                                                                                                                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                               
| |    | 2.2                                                                                                                                                                                                                                                                                                                                                                                                                                                      | For
  prepayment of loan Serial No 1 in the (principal) amount of 14,950,000 (fourteen
  million nine hundred and fifty thousand) US dollars, value of March 20, 2007,
  and for the repayment of the foreign currency debit balances in the account.
  The Borrower hereby issues the Bank with an irrevocable instruction to use
  the principal for the making of the aforesaid repayments.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                               
| |    | And the
  Borrower covenants to use the principal for that object only. The Borrower
  hereby gives the Bank an irrevocable authorization and instruction to use the
  principal proceeds for the repayment of the loans per sub-paragraph 2.2
  aforesaid.                                                                                                                                                                                             
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | 3. | Principal repayment terms                                                                                                                                                                                                                                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    | The Borrower
  covenants to repay the principal in the loan currency as follows:                                                                                                                                                                                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    | 3.1                                                                                                                                                                                                                                                                                                                                                                                                                                                      | In 6 (six)
  equal annual instalments in the principal amount of 4,500,000 (four million
  five hundred thousand) US dollars each, payable as follows:                                                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                          | The first
  instalment to be paid on December 31, 2007                                                                                                                                                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                          | The second
  instalment to be paid on December 31, 2008                                                                                                                                                                                                                                                                                                                                       
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                          | The third
  instalment to be paid on December 31, 2009                                                                                                                                                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                          | The fourth
  instalment to be paid on December 31, 2010                                                                                                                                                                                                                                                                                                                                       
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                          | The fifth
  instalment to be paid on December 31, 2011                                                                                                                                                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                          | The sixth
  instalment to be paid on December 31, 2012                                                                                                                                                                                                                                                                                                                                        

2

---

---



| |    |          |                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | -- | -------- | ------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 4. | Interest |                    
| |    |          |                    
| |    | 4.1      | Variable
  interest
| |    |          |                    
| |    |          | 4.1.1               | The interest
  rate                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |    |          |                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    |          |                     | The Borrower
  shall pay the Bank variable interest in accordance with the Banks
  calculations, commencing from date of grant of the loan, consisting of
  interest at Libor rate (as defined hereafter) together with a margin at a
  rate of 2% (two percent) per annum (hereafter: the interest}.                                                                                                                                                                                                                                                                                                                                                                            
| |    |          |                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    |          |                     | Correct to
  date of this undertaking, the interest rate for the first update term (within
  the following definition thereof) is ___% (________ percent) per annum,
  composed of Libor at the rate of ___% (________ percent) per annum together
  with the aforesaid margin.                                                                                                                                                                                                                                                                                                                                                                                                   
| |    |          |                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    |          |                     | Without
  derogating from sub-paragraph 4.1.3 below, it is stated that the interest
  rate for the first update term will actually be determined in accordance with
  the Libor rate in effect on date of provision of the loan.                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    |          |                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    |          | 4.1.2               | The
  following provisions and definitions shall serve for the purpose of
  determining the interest rate applicable from time to time on the principal:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    |          |                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    |          |                     | Libor (London Interbank Offered Rate) 
  means: the interest rate to be determined by the Bank as the highest interest
  rate (rounded up to the next 1/8th of one percent), at which there
  are offered to it on the determining date (as defined below) on the London
  Interbank Market, deposits in the loan currency for a period corresponding to
  the relevant update period (as defined below) and as quoted at 11:00 hours
  (London time) or thereabouts (there are instances, including instances where
  the update period exceeds one year, in which the interest rate will be quoted
  at a different time) and as shall be published by the Reuters News Agency.
| |    |          |                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    |          |                     | If, on any
  relevant date, the database on which Reuters is based is modified, or if the
  Libor rate is not published by the Reuters News Service as aforesaid for any
  reason whatsoever, then the aforesaid Libor rate shall be determined in
  accordance with any other publication being, in the opinion of the Bank, such
  as to appropriately substitute for the Reuters publication.                                                                                                                                                                                                                                                                                    

3

---

---



| |  |     |                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |  | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |     |                                                                                                                                                      | Notwithstanding
  the aforesaid, in any event that the Bank determines that on any date
  relevant to determining the Libor rate it is unable to obtain deposits on the
  London Interbank Market as aforesaid, and if in the opinion of the Bank no
  appropriate substitute is found for such Reuters publication, then the Libor
  rate for the purpose of determining the interest rate shall be the rate set
  from time to time by the Bank as the interest rate at which the Bank could
  have obtained Interbank deposits on the London Interbank Market in the loan
  currency for a term corresponding to the relevant update term.
| |  |     |                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |  |     |                                                                                                                                                      | The determining date  means, in relation
  to any update term (within the following definition thereof), the two
  business days precedent to the commencement of such update term (as defined
  below).                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |  |     |                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |  |     | 4.1.3                                                                                                                                                | Update term                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |  |     |                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |  |     |                                                                                                                                                      | The interest
  applicable to the principal shall be determined by the Bank every six months
  in advance, on the determining day, having regarding to the Libor rate/s in
  effect with the Bank for the relevant update term (hereafter: the update term).                                                                                                                                                                                                                                                                                                                                                                                
| |  |     |                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |  |     |                                                                                                                                                      | The Borrower
  warrants itself to be aware that notwithstanding this sub-paragraph, and
  without prejudice to the tenor hereof, the first and/or the last update term
  may be shorter or longer than the other update terms, all at the discretion
  of the Bank and in accordance with the conditions stipulated for the
  repayment of the principal.                                                                                                                                                                                                                                                                                    
| |  |     |                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |  |     | 4.1.4                                                                                                                                                | Interest
  repayment dates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |  |     |                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |  |     |                                                                                                                                                      | The interest
  (but not including arrears interest) shall be repaid by the Borrower to the
  Bank in the loan currency as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |  |     |                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |  |     |                                                                                                                                                      | At the end
  of a period of six months (hereafter: the
  interest term)interest is computed on the outstanding balance of
  the principal as shall be from time to time, commencing from the beginning to
  the end of the interest term, in accordance with the interest rate set for
  the update term during which such interest term occurred.                                                                                                                                                                                                                                                                                         
| |  |     |                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |  | 4.2 | The interest
  shall be repaid in the loan currency and shall be computed on the basis of
  the number of days have actually elapsed divided by 360.

4

---

---



| |    |                                                                                                                                                                                                                                                                                                                                                           |    |                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                        
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 5. | Amortization schedule                                                                                                                                                                                                                                                                                                                                    
| |    |                                                                                                                                                                                                                                                                                                                                                          
| |    | The details
  of the principal and interest payments and the dates thereof and the interest
  update dates shall be included in a loan amortization schedule to be sent to
  the Borrower by the Bank shortly after the date of grant of the loan and the
  tenor thereof shall constitute an integral part of this undertaking.                         
| |    |                                                                                                                                                                                                                                                                                                                                                          
| |    | If the
  amortization schedule does not reach the Borrower, within 30 days of the date
  on which the account was credited with the principal amount, the Borrower
  undertakes to so notify the Bank in writing, and, absent such notice, the
  content of the copy of the amortization schedule in the hands of the Bank
  shall apply to the Borrower.
| |    |                                                                                                                                                                                                                                                                                                                                                          
| | 6. | Additional interest, arrears interest and levies                                                                                                                                                                                                                                                                                                         
| |    |                                                                                                                                                                                                                                                                                                                                                          
| |    | 6.1                                                                                                                                                                                                                                                                                                                                                       |    |                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                                                                                                           |    |                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                                                                                                           | A. | The Borrower
  covenants to pay the Bank from time to time additional amounts (hereafter: additional interest)at whatever rate
  the Bank shall determine from time to time being such, in the opinion of the
  Bank, as to indemnify it in respect of the increase in the cost of the loan
  to the Bank for any reason whatsoever, including an increase in the cost of
  the loan to the Bank:
| |    |                                                                                                                                                                                                                                                                                                                                                           |    |                                                                                                                                                                                                                                                                                                                                                                                                    
| |    |                                                                                                                                                                                                                                                                                                                                                           |    | 1.                                                                                                                                                                                                                                                                                                                                                                                                  | As a result
  of a statutory duty or duty by agreement or otherwise, imposed on the Bank
  either as a result of a demand addressed to the Bank by the Bank of Israel
  and/or by any competent and/or other authority in Israel or abroad:           
| |    |                                                                                                                                                                                                                                                                                                                                                           |    |                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                       
| |    |                                                                                                                                                                                                                                                                                                                                                           |    |                                                                                                                                                                                                                                                                                                                                                                                                     | A.                                                                                                                                                                                                                                                     | That it hold
  liquid assets at a certain rate or in certain currencies in connection with
  the grant of the loan or the ongoing provision thereof; and/or                                                                            
| |    |                                                                                                                                                                                                                                                                                                                                                           |    |                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                                                                                                           |    |                                                                                                                                                                                                                                                                                                                                                                                                     | B.                                                                                                                                                                                                                                                     | That it pay
  and/or allocate certain payments to the Ministry of Finance and/or to the
  Bank of Israel and/or to any competent and/or other authority in connection
  with the grant of the loan or the ongoing provision thereof; or
| |    |                                                                                                                                                                                                                                                                                                                                                           |    |                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                                                                                                           |    | 2.                                                                                                                                                                                                                                                                                                                                                                                                  | As a result
  of any such duty or demand by reason of which the Bank is unable to obtain
  the same rate of return on its total capital resources as it could have
  obtained had it not acceded to the Borrowers application to grant it the
  loan.
| |    |                                                                                                                                                                                                                                                                                                                                                           |    |                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                       
| |    |                                                                                                                                                                                                                                                                                                                                                           | B. | The
  additional interest shall be payable in the loan currency, at every date
  stipulated for the payment of the interest, or at any other time that shall
  be appointed for such purpose statutorily, and shall be computed on the basis
  of the number of days actually having elapsed divided by 360.                                                                                       

5

---

---



| |    |                                                      |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | -- | ---------------------------------------------------- | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    | 6.2                                                  |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    |                                                      |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    |                                                      | A. | If the
  Borrower fails to pay, on due date thereof, any amount owed by it to the Bank
  pursuant to this undertaking, or if the Borrower fails to repay the loan
  forthwith in accordance with Clause 10 hereafter, then such amount shall bear
  arrears interest at the maximum interest rate imposed at the Bank from time
  to time on debit balances in foreign currency current accounts in the loan
  currency (unlimited) or at the maximum interest rate that shall be in effect
  with the Bank from time to time in respect of arrears in the type of loan and
  loan currency to which the loan belongs, or at the interest rate imposed by
  the Bank on the type of account to which such amount was transferred,
  whichever is the higher of the two (hereafter: arrears interestor interest
  at the maximum rate), and all from the date appointed for the
  payment of such amount  or, if no payment date were designated  then from
  the time the Borrower was required to defray it, to actual payment thereof.                                                                                                                    
| |    |                                                      |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    |                                                      |    | If the Bank
  has covenanted in writing to any competent or other authority that in respect
  of the loan, arrears interest that it collects from the Borrower will be at a
  different rate then the arrears interest shall be at the rate so agreed in
  writing.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |    |                                                      |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    |                                                      | B. | Arrears
  interest shall be computed by the Bank on daily, weekly or other balances, at
  the sole discretion of the Bank, and shall be defrayed by the Borrower or
  shall be added to the principal at the end of each month, or other such
  period as the Bank at its sole discretion shall designate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |    |                                                      |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | 7. | Manner and locus of payment/ taxation / business day
| |    |                                                     
| |    | 7.1                                                  |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    |                                                      |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    |                                                      | A. | All payments
  made by the Borrower to the Bank pursuant to this undertaking shall be paid
  to the Bank net of any tax, withholding, levy and/or obligatory payment,
  without setoff or counterclaim, in the freely convertible foreign currency
  being the loan currency, at the branch at which the loan was provided to the
  Borrower, or wherever else the Bank shall designate, provided that if some
  other locus is so designated, the Borrower shall be given 30 days notice
  thereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |    |                                                      |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    |                                                      | B. | If the
  Borrower, or any financial institution through which the payment is being
  made, is required, at any time, under any law and/or administrative order of
  any authority or central Bank, to withhold tax or to pay tax in respect of
  any payment due from the Borrower in respect of the loan, then the amount due
  from the Borrower in respect of such payment shall increase by the degree
  necessary to ensure that following such withholding or payment the Bank shall
  receive, on the payment date, the net amount being equal to the amount the
  Bank would have received had such withholding or payment in respect of the
  tax not been required. The Borrower shall indemnify the Bank in respect of
  any loss or actual cost incurred by the Bank by reason of any omission and/or
  breach whatsoever in the making of the withholding or the payment of the tax
  or by reason of non-payment of the increased amount. The Borrower shall
  deliver to the Bank, forthwith, all receipts, confirmations and/or other
  proofs, attesting to the amounts paid or being paid in respect of every such
  tax withholding or payment.

6

---

---



| |    |            |                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -- | ---------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    | 7.2        |                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    |            |                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    |            | A.                                                                                                                                                                                                                                                                                                                                                                                                    | If the due
  date of any amount owed by the Borrower pursuant to this undertaking, and/or
  if the last day of any interest term, shall fall on a day not being business
  day, then the payment shall be made and/or the relevant interest term shall
  be extended, all according, by or until, all according, the next day being a
  business day and shall bear interest at the rate stipulated in accordance
  with Clause 4 above (collection fees shall not bear interest) unless, as a
  result, payment falls in the next calendar month, whereupon payment shall be
  brought forward to the previous day being a business day.
| |    |            |                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    |            | B.                                                                                                                                                                                                                                                                                                                                                                                                    | When any
  payment on account of the principal falls due in a calendar month in which an
  interest term ends, the payment date shall fall on the last day of such
  interest term, in order to ensure that the date of payment on account of the
  principal and the interest payment date shall fall on the same day.                                                                                                                                                                                                                                                                                                                  
| |    |            |                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | 8. | Prepayment
| |    |           
| |    | 8.1        | The Bank
  shall not be obliged to accept from the Borrower any payment on account of
  the principal and/or the interest and/or the additional interest and/or the
  commissions and/or other payments in connection with the loan prior to the
  arrival of the due date for the payment thereof, unless there shall obtain
  preconditions that shall be communicated to the Borrower by the Bank.
| |    |            |                                                                                                                                                                                                                                                                                                                                                                                                      
| |    | 8.2        | Subject to
  any legal provisions, if the Bank consents to prepayment of any amount
  whatsoever on account of the loan (without its being obliged to do so), a
  prepayment commission at a rate of which the Bank shall advise the Borrower
  shall be due to the Bank.                                                                                                                            
| |    |            |                                                                                                                                                                                                                                                                                                                                                                                                      
| | 9. | Collateral |                                                                                                                                                                                                                                                                                                                                                                                                      
| |    |            |                                                                                                                                                                                                                                                                                                                                                                                                      
| |    | 9.1        | To secure
  full and precise repayment of the loan, in whole or in part, there shall
  serve as collateral all the securities having been and/or that shall be given
  to the Bank by and/or for the Borrower and also all notes that the Borrower
  and/or its guarantors have delivered and/or shall deliver to the Bank from
  time to time.                                                      

7

---

---



| |  |     |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                     
| |  | --- | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 9.2 |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                     
| |  |     |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                     
| |  |     | A. | In any event
  that the Bank shall hold notes signed and/or endorsed by the Borrower, and
  that have been and/or shall be delivered to the Bank for collection and/or
  for custody, and/or as security and/or otherwise, the notes shall be and
  shall be deemed to be mortgaged and pledged to the Bank as a first-ranking
  pledge and lien to secure repayment of the loan and the Bank shall be
  entitled to sell the notes or to discount them and to take all legal and/or
  other steps, as it shall deem fit, to collect the notes, and shall be
  entitled to charge the collection expenses to the Borrowers account. The
  Bank shall be entitled to reach a compromise with the signatories, the
  endorsers and/or the guarantors or any of them in accordance with different
  conditions, may waive, release, accept from them partial consideration and
  use the consideration of the notes for payment of debts due and/or that shall
  be due from the Borrower to the Bank. Nothing in the acceptance of the notes
  or the acceptance of the full or partial consideration thereto as aforesaid
  shall be such as to derogate from the Borrowers obligation to repay the full
  amount of the loan. The Borrower hereby warrants that the notes having been
  and that shall be delivered by it or by any of the Borrowers units to the
  Bank from time to time are in possession and absolute ownership of the
  delivering party or parties and that they and the consideration thereto are
  free of all lien, attachment and third party right of any kind whatsoever and
  that it is entitled to mortgage and to pledge them to the Bank.
| |  |     |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |  |     | B. | The
  following provisions shall apply to notes signed and/or endorsed by the
  Borrower and held by the Bank:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |  |     |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |  |     |    | 1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | The Bank
  shall be exempt from all bill-holders debts including presentation,
  attestation and mailing of notices of dishonour, and all liabilities arising
  from the signature and/or endorsement of the Borrower shall remain in force
  even without the Bank performing the duties of a holder as aforesaid;
| |  |     |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                     
| |  |     |    | 2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | The Borrower
  waives all rights and defences vesting in it pursuant to the Bills Ordinance
  and/or any other law in respect of prescription;                                                                                                                                                                      
| |  |     |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                     
| |  |     |    | 3.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | In the event
  that notes were delivered to the Bank for discounting or otherwise, and
  consideration was paid to the Borrower in respect thereof, and the notes
  remained unpaid, the Bank shall be entitled to debit the Borrower for the
  amount of the unpaid notes;                                         

8

---

---



| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |    |                                                                                                                                                                                                                                                                                                                
| |  | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 4. | The Borrower
  releases the Bank of all responsibility for the loss of notes and/or delay in
  the collection thereof unless such loss or delay was occasioned by negligence
  of the Bank.                                                                                                                    
| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |    |                                                                                                                                                                                                                                                                                                                
| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 5. | The Borrower
  assumes full responsibility for the good order and condition of the notes,
  the genuineness thereof, validity and correctness of the signatures, the
  endorsement and the particulars of the notes, the guarantors signatures on
  the notes and also the payment of due stamps duty thereon.
| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |    |                                                                                                                                                                                                                                                                                                                
| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 6. | The Borrower
  consents that if the Bank should decide to sell the notes itself, seven days
  notice of the steps the Bank is about to take shall be deemed a reasonable
  time for the purpose of Clause 19 (B) of the Pledge Law (5727  1967 and any
  legal provision that may replace it;                 
| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |    |                                                                                                                                                                                                                                                                                                                
| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 7. | The Borrower
  covenants not to create, without the prior written consent of the Bank, any
  pledge, assignment or other charge on the notes or the consideration thereto,
  rights precedent, equal or subsequent to the rights vesting in the Bank
  pursuant to this undertaking.                           
| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |    |                                                                                                                                                                                                                                                                                                                
| |  | 9.3 | In any event
  that any letter of hypothecation serves as security for the repayment of the
  loan or the fulfilment of the Borrowers covenants pursuant to this
  undertaking, it is expressly stipulated that the letter of hypothecation
  constitutes an integral part of this undertaking and all the provisions, the
  conditions, the warranties and the covenants included in the letter of
  hypothecation constitute an integral part of this undertaking and are
  included herein. It is likewise expressly stipulated that nothing in this
  undertaking is such as to modify the letter of hypothecation or to derogate
  therefrom.                                                                                                                                             
| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |  | 9.4 | All the
  notes, the guarantees, the liens and other security given and/or that shall
  be given to the Bank by the Borrower and/or by others in its favour, to
  secure repayment of the loan and/or to secure fulfilment of its covenants
  pursuant to this undertaking, shall be cumulative and independent of one
  another, shall not affect other security held or that shall be held by the
  Bank, shall not be affected by any such security, and shall serve as
  re-vesting or perpetual security until full clearance of all the amounts owed
  to the Bank by the Borrower. The Bank is entitled to realise the securities
  in an order to be determined by it and nothing in the realization of any one
  security is such as to prejudice or to derogate from another security.

9

---

---



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 10. | Immediate repayment of the loan                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| |     | Without
  prejudice to the generality of the provisions of this undertaking, the Bank
  shall be entitled, in any one of the following instances, to call the loan
  for immediate repayment. In such instance, the Borrower covenants to pay the
  Bank all the amounts due and that shall be due to the Bank on account of the
  loan and/or in accordance and in connection with this undertaking, and the
  Bank is entitled to debit the Borrower and/or any of its units for all the
  above amounts and to take all measures it may deem fit for the collection
  thereof and especially to realise the securities in any lawfully permissible
  manner, at the Borrowers expense, all in the following instances:
| |    
| |     | 10.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | If the
  Borrower shall be in breach and/or shall fail to fulfil any condition
  whatsoever of the conditions of this undertaking and/or any other covenant
  that the Borrower has undertaken and/or will undertake toward the Bank,
  and/or if it transpires that any of the Borrowers warranties in this
  undertaking and/or any other warranty given and/or that shall be given to the
  Bank by the Borrower is untrue or inaccurate;                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     | 10.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | If the
  Borrower takes a decision with regard to restructuring or forms any intention
  of restructuring, either as an assimilating company, a transferring company
  or a spinning off company, or a decision as to voluntary liquidation, or if a
  liquidation order is issued against the Borrower or if the Borrower is
  delisted from any register being statutorily maintained or is about to be
  delisted;                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     | 10.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | If a
  receiver is appointed or a receivership order is issued on the Borrowers
  assets or if a temporary liquidator or special manager is appointed for the
  Borrower or if an application for liquidation or an application for
  bankruptcy is filed against the Borrower or by it or on its behalf;                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     | 10.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | If an
  application for the imposition of a lien is filed or if a lien is imposed or
  if similar execution proceedings are taken on or against any assets of the
  Borrower or on or against any of the securities delivered to the Bank by or
  for the Borrower;                                                                                                                                                                                                                                                              
|
| |     | 10.5                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | If Mr Yosef
  Maiman ceases to be the effective controlling shareholder of Ampal American
  Israel Corporation (hereafter: Ampal
  American).In this regard, effective control means a direct or
  indirect holding in the issued and paid up share capital of Ampal American
  conferring the largest rate of holding as a sole holder out of all
  shareholders of Ampal American. The condition applies if Mr Yosef Maiman
  shall no longer be the holder of the largest shareholding among the companys
  shareholders.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     | 10.6                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | If the
  Borrower ceases to repay its debts and/or to conduct its businesses.                                                                                                                                                                                                                                                                                                                                                                                                                                                    

10

---

---



| |  |       |                                                                                                                                                                                                                                                                                                                                                                                  
| |  | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 10.7  | If there
  occurs a suspension of the Borrowers operations or of a considerable
  proportion thereof for a period of two months or more;                                                                                                                                                                                                                                        
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                  
| |  | 10.8  | If the Bank,
  at its sole discretion, deems that an event has occurred that is liable to
  adversely affect the Borrowers solvency.                                                                                                                                                                                                                                            
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                  
| |  | 10.9  | If the
  Borrower shall be in arrears of more than 7 days in the payment of any amount
  it owes to the Bank in accordance and in connection with this undertaking.                                                                                                                                                                                                              
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                  
| |  | 10.10 | If the
  Borrower fails to issue to the Bank balance sheets, periodic financial
  statements, books of account and other reference material in connection with
  its business position as per Clause 15 below or if the Borrower is required
  to do so by the Bank and fails to comply with such demand;                                                                        
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                  
| |  | 10.11 | If the
  number of the Borrowers shareholders or the number of members constituting
  the Borrower shall be less than the minimal number statutorily required;                                                                                                                                                                                                                  
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                  
| |  | 10.12 | In case of
  death, legal incompetence, bankruptcy, liquidation, imprisonment, exit from
  Israel or breach of covenant by the Borrower or any party whatsoever to the
  notes, instruments and/or securities delivered and/or that shall be delivered
  to the Bank as collateral;                                                                                              
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                  
| |  | 10.13 | If, at the
  discretion of the Bank and at its sole estimation, the value of the
  collateral given to secure repayment of the loan shall have been impaired;                                                                                                                                                                                                                    
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                  
| |  | 10.14 | If the
  Borrower is required to make prepayment of debts owed by the Borrower to
  other creditors;                                                                                                                                                                                                                                                                             
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                  
| |  | 10.15 | If the Bank
  is unable to determine the interest rate or cannot finance itself in the loan
  currency for reasons deriving from changes taking place in the international
  money market and/or the Bank cannot determine the interest rate for any
  reason whatsoever and/or if in the opinion of the Bank the ongoing provision
  of the loan becomes unlawful or unfeasible;
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                  
| |  | 10.16 | If any of
  the aforesaid events except for the event per sub-paragraph 10.10 shall have
  occurred, mutatis mutandis, to any guarantor whatsoever for the repayment of
  all or part of the loan.                                                                                                                                                                               

11

---

---



| |     |                   |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | --- | ----------------- | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 11. | The Banks rights
| |     |                  
| |     | 11.1              |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                   |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                   | A. | The Bank has
  rights of possession, lien, setoff and mortgage on all the amounts, the
  assets and the rights including securities, coins, gold, banknotes, documents
  on merchandise, insurance policies, notes, assignment of debts, deposits,
  securities and the consideration thereto, that shall be found in possession of
  the Bank and/or under its control at any time to credit or of for the
  Borrower, including those delivered to the Bank for collection, for
  collateral, for custody or otherwise. The Bank is entitled to detain the
  aforesaid assets until full clearance of the loan, or to sell them and use
  all or part of the consideration thereto for the clearance of the loan, only
  in the event that the Borrower has failed to fulfil its covenants and also in
  case of an attachment being imposed on any of the aforesaid assets by any
  third party whatsoever. If the setoff amounts are deposited in foreign
  currency, the Borrower hereby gives the Bank advance instructions to sell the
  balance of the right in foreign currency at the exchange rate in effect with
  the Bank and to offset the consideration of the sale from the loan, net of
  the necessary expenses and commissions.
| |     |                   |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                   | B. | Without
  derogating from the Banks right of lien, as per sub-paragraph 11.1A
  aforesaid, the Bank shall be entitled, at all times:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                   |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                   |    | 1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | To offset
  any outstanding amount of the loan as against amounts due from the Bank to
  the Borrower in any Israeli currency account or foreign currency account, in
  any manner or for any cause whatsoever, and all even prior to the due date of
  amounts due to the Borrower from the Bank, as stated, and as against which
  the setoff is made.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                   |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                   |    | 2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | To acquire
  and to record to the credit of the account any foreign currency amount
  necessary for the clearance of any outstanding loan amount or to sell any
  foreign currency whatsoever held by the Bank to credit of the Borrower, and
  to uses the proceeds for the sale for the clearance of any outstanding loan
  amount.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                   |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                   |    | 3.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | To debit the
  Borrowers account with any amount needed for the repayment of any
  outstanding part of the loan amount, whether the Borrowers account to be
  debited is in credit balance or in debit balance (including if the debit
  balance derives from a charge on that account by the Bank, as aforesaid), and
  all without derogating from the Banks rights in accordance with Clause 6.2
  above. But if the position of such account does not enable it to be debited
  by the Bank for the purpose of the final repayment of any amount whatsoever,
  then the Bank shall be entitled not to debit such account, and, if it so
  opts, the Bank shall be entitled to cancel any such debit and to treat any
  amount the debiting of which was cancelled as an amount unpaid on account of
  the loan and accordingly to take any actions it deems fit pursuant to this
  undertaking.

12

---

---



| |  |  |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |  |  | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |  |    | 4.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | The Bank is
  in any event entitled to make a setoff without notice. But in the following
  instances, the Bank shall be entitled to make the setoff on 10 (ten) days
  notice served on the Borrower prior to the making of the setoff:
| |  |  |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                         
| |  |  |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | a.                                                                                                                                                                                                                                       | In case of
  setoff from amounts the due date of which has not yet arrived;                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |  |  |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |  |  |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | b.                                                                                                                                                                                                                                       | In case of
  setoff from a fixed deposit which, but for the setoff, would be automatically
  extended or renewed, such that rights or benefits would have accrued to the
  Borrower from it.                                                                                                                                                                                                                                                                                                                                          
| |  |  |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |  |  |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | c.                                                                                                                                                                                                                                       | Notwithstanding
  sub-paragraph 4 aforesaid, if the postponement in the making of the setoff is
  liable to worsen the Banks position, or to prejudice any of its rights, the
  Bank shall be entitled to implement the setoff forthwith. Likewise, if notice
  has been served on the Borrower, and during the ten day interval there
  arrives a lien, notice of a receivership order in connection with the party
  on which the notice was served, or a similar event, the Bank shall be
  entitled to make the setoff forthwith.
| |  |  |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |  |  | C. | The Borrower
  hereby warrants itself to be aware that in the instances in which the Bank
  uses setoff rights as aforesaid prior to the due date of any deposit of the
  Borrowers, in whole or in part, changes for the worse are liable to come
  about in all matters pertaining to its rights in respect of or in connection
  with such deposit (such as, as regards the interest rates, indexation
  differences, exchange rate differences, rights to grants or loans, exemption
  from or discount on income tax and withholdings  if, according to the terms
  of such deposit the Borrower had such rights). The Borrower shall bear all
  the expenses and payments being in effect with the Bank at that time for the
  purpose of making this transaction.
| |  |  |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |  |  | D. | Any
  acquisition or sale as per sub-paragraph 11.1B2 aforesaid shall be made in
  accordance with the exchange rate in effect with the Bank, out of Israeli
  currency or foreign currency amounts, all according, that shall be held by
  the Bank to credit of the Borrower or shall be obtained from the sale of any
  securities given by and /or for the Borrower and/or that the Borrower shall
  in future give to the Bank.                                                                                                                                                                                                                                                                                                                                      

13

---

---



| |  |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |  | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 11.2 | The Bank is
  entitled, at all times, to debit any account of the Borrowers including any
  account held jointly and severally with another/other account holder/s, for
  any amount being and that shall be due from the Borrower in any manner,
  including in accordance with a written demand addressed to the Borrower by
  the Bank as per Clause 18 below, whether the Borrowers account for charging
  shall be in credit balance or in debit balance (and including if the debit
  balance derives from the debiting of such account by the Bank, as aforesaid),
  and all without derogating from the Banks rights in accordance with Clause
  6.2 above. The Borrower consents that in any event in which a written demand
  is addressed to the Borrower by the Bank, and not complied with within the
  time interval specified in the demand, the Bank shall be entitled to act as
  stated at the beginning of this Clause and to debit any account of the
  Borrowers with the required amount. The Bank shall also be entitled to
  allocate any account received from or for the Borrower to credit of such
  account as the Bank may deem fit and to transfer any amount standing to
  credit of the Borrower to any other account it may deem fit.
| |  |     
| |  | 11.3 | The Borrower
  confirms that it holds the Banks books and accounts to be trustworthy and
  they shall be deemed to be correct and shall serve as prima facie evidence
  against it in all particulars thereof, and inter alia in all matters
  pertaining to the calculation of the components of the loans, the details of
  the notes, the guarantees and the other securities and any other matter
  connected with this undertaking.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |  |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |  | 11.4 | The Borrower
  confirms itself to have been informed by the Bank under the Protection of
  Privacy Law, 5741-1981  that all of the details given to the Bank shall
  serve the Bank in the manner customary in its routine operations at its sole
  discretion, and that all details communicated by the Borrower to the Bank
  shall be stored in accordance with the Banks requirements in the Banks
  databases and/or the databases of whoever from time to time supplies the Bank
  with computing and data processing services.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |  |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |  | 11.5 | The Bank
  shall be entitled at its sole discretion, to refuse to accept any
  instructions or notices from the Borrower that are given orally, by
  telephone, by facsimile machine or in any other manner not deemed reliable
  and/or in clear and legible handwriting. If the Bank consents to act other
  than in accordance with an instruction written in the customary manner, the
  Borrower assumes all responsibility for any error, misunderstanding or
  contract and for any damage, loss and or expense that may be occasioned due
  to the giving of such instructions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |  |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |  | 11.6 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |  |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |  |      | A.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | Without
  derogating from the other provisions of this undertaking, any waiver,
  extension, discount, silence, abstention from action (hereafter: waiver)on the part of the Bank in
  respect of the non-fulfilment or partial fulfilment or improper fulfilment of
  any covenant whatsoever of the Borrowers covenants pursuant to this
  undertaking shall not be deemed a waiver on the part of the Bank of any rights
  whatsoever, but rather as consent limited to the particular occasion on which
  it was given. Any waiver granted by the Bank to any part of the note held by
  the Bank to secure repayment of the loan shall in no wise or manner affect
  the Borrowers covenants.

14

---

---



| |  |      |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                              
| |  | ---- | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |      | B. | Without
  derogating from other provisions of this undertaking, any change in the
  Borrowers covenants necessitates obtaining the prior written consent of the
  Bank. Any other agreement, whether oral or by way of wavier and/or otherwise not
  being in writing shall not be deemed as any consent whatsoever.                                                                                                                                                                                                                                                                                                                                                                                                                              
| |  |      |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |  | 11.7 |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                              
| |  |      |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                              
| |  |      | A. | In any of
  the instances set forth in Clause 10 above, the Bank shall be entitled to use
  any means it may deem fit to collect the loan and to realize all of its
  rights pursuant to this undertaking, including sale of mortgaged assets, in
  whole or in parts, and to use the proceeds for the clearance of the loan
  without the Bank being obliged first to realise guarantees or other
  collateral, if the Bank holds any such.                                                                                                                                                                                                                                                                                                       
| |  |      |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |  |      | B. | If the Bank
  decides to sell securities, notes, or other negotiable instruments, notice of
  3 (three) days as to the steps the Bank is about to take shall be deemed
  reasonable time for the purpose of Section 19(B) of the Pledge Law, 5727- 1967,
  or any legal provision that may replace it.                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |  |      |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |  |      | C. | The Bank is
  entitled as the Borrowers attorney (for the purpose of this Clause the
  Borrower hereby irrevocably appoints the Bank as its attorney) to sell
  mortgaged assets and any portion thereof by way of public auction or other
  sale, on its own or through others, for cash or instalments or otherwise, at
  a price and on conditions at the absolute discretion of the Bank and also the
  Bank is entitled, on its own or through a Court or through the Execution
  Office to sell any mortgage and/or other assets, inter alia, by appointing a
  receiver and/or a receiver and administrator, and/or a trustee and/or a
  special administrator on behalf of the Bank and which shall be entitled,
  among its other powers:
| |  |      |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |  |      |    | 1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | To take
  possession of any mortgaged and/or other assets or any portion thereof;                                                                                                                            
| |  |      |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                              
| |  |      |    | 2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | To conduct
  the Borrowers business and to participate in the management thereof at its
  discretion;                                                                                                       
| |  |      |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                              
| |  |      |    | 3.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | To sell or
  to consent to the sale of mortgaged and/or other assets, in whole or in part,
  to transfer or to consent to the transfer thereof in any other manner on such
  conditions as it shall deem fit;

15

---

---



| |     |                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                        
| | --- | ------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | 4.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | To make any
  other arrangement in relation to mortgaged and any other assets or any
  portion thereof, as it may deem fit;                                                                                                                                                                                                                                                                            
| |     |                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                          | E.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | All revenues
  obtained on account of the loan, and also all income received by the
  receiver, by the receiver and administrator and/or the trustee and/or the
  special administrator from the mortgaged and/or other assets and also any
  consideration received by the Bank and/or by the receiver or the receiver and
  administrator and/or the trustee and/or the special administrator from the
  sale of the mortgaged and/or other assets or any portion thereof shall be
  allocated in accordance with the following arrangement:
| |     |                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | 1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | For the
  clearance of all expenses occasioned and that shall be occasioned in
  connection with the collection of the loan and/or other amounts and including
  expenses of any receiver or receiver and administrator and/or trustee and/or
  special administrator and its remuneration at a rate to be determined by the
  Bank or which shall be approved by the Court or by the Execution Office;
| |     |                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | 2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | For the
  clearance of all loan amounts other than the principal that shall be due to
  the Bank consequent on interest, damages, commissions and any other expenses
  being or that shall be due to the Bank pursuant to this undertaking.                                                                                                                                                            
| |     |                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | 3.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | For the
  clearance of the principal;                                                                                                                                                                                                                                                                                                                                                                  
| |     |                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Or in any
  other order of allocation as the Bank may determine.                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     | 11.8                     | If on date
  of sale of mortgaged or other assets, the due date has not yet arrived of any
  amounts on account of the loan (hereafter: the
  abovementioned amounts)or that shall be due to the Bank
  conditionally only, the Bank shall be entitled to collect from the proceeds
  of the sale an amount sufficient to cover the abovementioned amounts and the
  amount collected and not yet credited to the clearance of the amounts
  referred to in sub-paragraph 11.7 D aforesaid, shall be mortgaged to the Bank
  as security for the repayment of the loan and shall remain in the hands of
  the Bank until the clearance thereof in full.
| |     |                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | 12. | Nature of the collateral
| |     |                         
| |     | 12.1                     | The
  collaterals given and/or that shall be given to the Bank to secure the loan
  are of a perpetual nature and shall remain valid until the Bank confirms the
  cancellation thereof in writing.                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     | 12.2                     | If
  collaterals and/or other guarantees were and/or shall be given to the Bank
  for the repayment of the loan and/or any portion thereof, all the collaterals
  and the guarantees shall be independent of one another.                                                                                                                                                                                                                                                                                                                                                                                                                                

16

---

---



| |     |                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | --- | ----------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     | 12.3                                            | If the Bank
  reaches a compromise or grants the Borrower and/or any of its guarantors an
  extension or relief, or if the Bank modifies any of the Borrowers covenants
  in connection with the loan, releases or waives collaterals and/or other
  guarantees, its so doing shall not alter the nature of the collaterals
  created to secure the loan and all the collaterals and covenants given and/or
  that shall be given by the Borrower and/or by any of its guarantors, shall
  remain fully valid.
| |     |                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     | 12.4                                            | The Bank is
  entitled to deposit the collaterals delivered and/or that shall be delivered
  to it for securing the loan or any portion of such collaterals with a bailee
  to be chosen at its discretion and to replace the bailee from time to time,
  all at the Borrowers expense. The Bank shall also be entitled to register
  the aforesaid collaterals, in whole or in part, with any competent authority
  under any law and/or in any public registry.                                             
| |     |                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | 13. | Right of transfer and disclosure of information
| |     |                                                
| |     | 13.1                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                 | A.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | The Bank is
  entitled at all times, at its sole discretion, and without need to obtain the
  Borrowers consent, to transfer its rights in connection with the loan, the
  abovementioned amounts and/or in accordance with this undertaking, and/or its
  rights pursuant to the liens and collaterals given and/or that will be given
  to the Bank for the fulfilment of the covenants in connection with the loan,
  the abovementioned amounts, and/or pursuant to this undertaking (hereafter: the abovementioned rights), to a
  Banking corporation belonging to the Banks Group (hereafter: the transferee),subject to the following
  provisions of this clause. The Borrower undertakes to cooperate to the extent
  necessary for the purpose of the aforesaid transfer of rights, including by
  signing any instrument needed for the purpose.
| |     |                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Transfer means  the sale and/or assignment
  of the abovementioned rights, in whole or in parts, directly and also through
  the sale of participations, and in any other manner the Bank may deem fit.
  The transfer may be made to one transferee or a number of transferees, at the
  same time or from time to time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                 | B.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | The Bank
  shall be entitled, at all times, to disclose information (within the
  following definition thereof) in connection with the transfer of the
  abovementioned rights to any Banking corporation of the Banks Group (hereafter:
  potential contracting party).Likewise,
  the Bank shall be entitled to disclose information to consultants on its
  behalf and/or on behalf of any potential contracting party and also to
  companies engaging in credit rating, for the purpose of rating the rights
  (hereafter: consultants).The
  disclosure of information shall be made subject to the potential contracting
  party and/or the consultants signing a confidentiality letter, in such
  wording as shall be acceptable to the Bank.                                                                                                       

17

---

---



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Informationmeans  any information
  currently found in possession of the Bank and/or that will be found in its
  possession in future, and including information forwarded to the Bank by the
  Borrower, which, at the Banks discretion, is needful or desirable to be forwarded
  in connection wit the transfer of the abovementioned rights, including
  information on credit given and/or that will be given to the Borrower
  pursuant to this undertaking, information on the liens and collateral given
  and/or that will be given to secure them, and also information on the
  Borrower.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                            | C.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | The Borrower
  consents that it will not be entitled to transfer or to assign to another any
  right or obligation in relation to the loan and/or pursuant to this
  undertaking, without obtaining the prior written consent of the Bank.                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | 14. | Credit management                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     | The Bank is
  entitled to manage the loan or any portion thereof by registering it at any
  branch of the Bank that the Bank may choose, either in Israel or abroad. The
  Bank is also entitled at all times and from time to time at its sole
  discretion and without need for further consent from the Borrower, to
  transfer the management of the loan or any portion thereof from one branch of
  the Bank to another, either in Israel or abroad.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | 15. | Production of balance sheets and financial statements                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     | 15.1                                                                                                                                                                                                                                                                                                                                                                                                                                                       | The Borrower
  is aware that if the Borrower was or shall be obliged to prepare statutory
  balance sheets and periodical financial statements, then a precondition for
  its receiving the principal and/or for the ongoing existence of the loan is
  that it forward such balance sheets and financial statements to the Bank as
  required by the directives of the Examiner of Banks and/or Bank of Israel,
  and/or the provisions of any law and/or competent authority, and the Borrower
  covenants to produce them as stated, in the format stipulated statutorily or
  in accordance with generally accepted accounting principles and at such
  frequency as shall be required of the Borrower by the Bank from time to time.

18

---

---



| |     |                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                       
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     | 15.2                                                                                                                                                                                                                                                                                                                                                             | At the
  demand of the Bank from time to time, the Borrower shall make available to
  the Bank and/or its attorney, for perusal during the Banks ordinary office
  hours, any balance sheet, financial statement, ledger of accounts, card or card
  index file, tape, books, reference material and other instruments and also
  any information in connection with the financial and operating position
  and/or the business position of the Borrower.                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | 16. | Duty of notice                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                 
| |     | 16.1                                                                                                                                                                                                                                                                                                                                                             | The Borrower
  hereby covenants to notify the Bank in writing of any objection or exception
  it may have, if any, in connection with any account, condensed account, or
  confirmation or notice whatsoever it may receive from the Bank, including
  information received by means of an ATM. If the Borrower does not signify an
  exception or objection within 21 days of the date of mailing of the account,
  condensed account, confirmation or notice aforesaid, the Bank shall be
  entitled to deem it to be confirming the correctness thereof.
| |     |                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     | 16.2                                                                                                                                                                                                                                                                                                                                                             | The Borrower
  covenants to notify the Bank forthwith:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                  | A.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Of any
  instance of claim of any right whatsoever on any security in favour of the
  Bank to secure the loan and/or any execution proceedings or injunction or
  mandatory injunction, or other proceedings taken for the attachment,
  preservation or realization of such security;
| |     |                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                  | B.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | In any of
  the events mentioned in Clause 10 above;                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                  | C.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | On the
  impairment of value of any security given and/or that will be given in favour
  of the Bank for securing the loan;                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                  | D.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | On any
  change of address.                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                       
| | 17. | Fundamental conditions                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                 
| |     | Clauses 3,
  4, 6, 7, 9, 10, 11.1, 11.7, 15, 16.2 and 20 are fundamental conditions of
  this undertaking.                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                 
| | 18. | Expenses and commissions                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                 
| |     | Without
  derogating from the Banks rights as set forth in this undertaking, all
  expenses and commissions in connection with this undertaking shall be paid by
  the Borrower, together with interest at the maximum rate as of the date of
  being incurred, or as of their call date (as detailed below), all according,
  and until full actual clearance:
| |     |                                                                                                                                                                                                                                                                                                                                                                 
| |     | A.                                                                                                                                                                                                                                                                                                                                                               | The Bank
  shall be entitled to debit any account of the Borrowers, inter alia, as
  stated in Clause 11.2 aforesaid, for all the expenses and commission detailed
  in this instrument and for all other expenses and commissions in connection
  with the loan and all forthwith on their being incurred                                                                                                                                                                                                                                                

19

---

---



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                   | 
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | If and to
  the extent that commissions and/or expenses detailed in this undertaking are
  determined in accordance with the Banks pricelist, then, to dispel any
  doubt, it is hereby stated that the amount and/or rate thereof as specified
  in this instrument are correct to date of making this instrument, and may
  have changed by date of actual collection thereof.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                   | 
| |     | B.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | The Bank
  shall be entitled to debit any account of the Borrowers, inter alia as per
  Clause 11.2 above, for all expenses and commissions related to the creation
  of the collateral if and to the extent that there are any, forthwith on being
  incurred.                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                   | 
| |     | C.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | Additional
  expenses and commissions related to the routine handling of the collaterals
  including insurance, safekeeping, holding, rectification of mortgaged assets,
  and the evaluation of the collaterals and also the expenses and commission in
  connection with the disposal of collaterals, shall be paid by the Borrower to
  the Bank on first written demand.     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                   | 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | These
  expenses and commissions include, inter alia (without derogating from the
  generality of the aforesaid) expenses of adopting collection proceedings
  (including the Banks lawyers fees).                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                   | 
| |     | D.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | Additional
  expenses and commissions in connection with the adoption of collection
  proceedings, including the Banks lawyers fees, shall be defrayed by the
  Borrower to the Bank on first written demand.                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                   | 
| |     | It is stated
  that if and to the extent that the amount or rate of the aforesaid expenses
  and commissions is not expressly specified in this undertaking, then if and
  to the extent that the amount or rate of the aforesaid expenses and
  commissions is fixed in the Banks pricelist, as may be in existence from
  time to time, the amount or rate shall be as set forth in the Banks
  pricelist as may be in existence from time to time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                  
| |     | All the
  aforesaid expenses and commissions together with interest at the maximum rate
  shall be secured until full actual clearance thereof by the collateral given
  and/or that shall be given to the Bank by the Borrower and/or by others for
  the Borrower.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                  
| | 19. | Indemnification covenant                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     | The Borrower
  hereby covenants to indemnify the Bank in respect of any loss occasioned to
  the Bank as a result of any judgement, order and/or decision of a Court, the
  Execution Office and/or any competent authority that shall be given for the
  payment of any amount whatsoever in connection with the loan and where the
  payment currency, pursuant to such judgment, order and/or decision is
  determined in a currency different from the loan currency, and also for any
  loss liable to be occasioned to the Bank as a result of any change in the
  exchange rates of the loan currency as against the exchange rate of the
  currency of the judgment, the order and/or the decision, in the period
  between the date appointed for payment of such amount pursuant to this undertaking,
  and date of actual making of the payment. This covenant of the Borrowers for
  indemnification is a separate and independent covenant and shall remain in
  force regardless of any waiver and/or discount granted to it by the Bank from
  time to time and this covenant shall remain in force without the validity
  thereof being vitiated and/or prejudiced as a result of any such judgment,
  order or decision.

20

---

---



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                       |    |                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 20. | The Borrowers responsibility                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     | If this
  undertaking is signed by two or more Borrowers, each one of them shall be
  jointly and severally responsible for the fulfilment of all of the covenants
  included herein. Where the holders of the account or the account for charging
  are two ore more, all the parties to such account shall be jointly and severally
  responsible for the fulfilment of all covenants pursuant to this undertaking.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                       |    |                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     | However, if
  a signatory as Borrower or a party to such account or accounting for debiting
  was legally incompetent or was somehow exempted from its responsibility for
  the fulfilment of any covenant whatsoever pursuant to this undertaking, this
  fact shall not prejudice the responsibility of the other signatories to this
  undertaking or the responsibility of the other account holders.            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                      
| | 21. | Interpretation                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     | In this
  undertaking                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                       | A. | The singular
  number includes the plural and vice versa                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                       |    |                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                       | B. | The
  masculine gender includes the feminine gender and vice versa;                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                       |    |                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                       | C. | The Bank means Bank Hapoalim BM and any
  of its branches being in existence on the date of this undertaking and/or
  that will be opened anywhere in the future, in Israel or abroad, its
  transferees and its substitutes and also the Banks assigns.                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                       |    |                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                       | D. | Notes means - bonds, notes of exchange,
  cheques, obligations, guarantees, securities, cheques, bills of lading,
  deposit notes, and any other negotiable instruments;                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                       |    |                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                       | E. | Structural change- means, in respect of
  the Borrower and in respect of all of its guarantors, any merger or split
  (within the means of those terms in Part E 2 of the Income Tax Ordinance (New
  Wording) or in the Companies Law 5759-1999 or any legal provision that may
  replace any of them) and also transfer of assets in consideration of shares,
  all either in accordance with Part E 2 aforesaid or otherwise;

21

---

---



| |  |  |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  |  | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |  | F. | The term: the Banks books shall be construed as
  also including - any book, ledger, account sheet, copy of account sheet, loan
  contract, written undertaking, note signed by the Borrower, card index file,
  sheet, reel, any means of data storage for the purpose of electronic
  computers and also any other means of storage of retrieval of data.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |  |  |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  |  | G. | The term recordsshall be construed as including
  also any record or copy of a record, whether recorded or copied by hand or typewriter
  or recorded or copied by printing, duplication, photocopying, (and including
  microfilm or microfiche) or by means of any mechanical, electrical or
  electronic devoice or by means of recording by electronic computers or by any
  other means of recording or presentation of words or digits or any other
  marks whatsoever being in effect with Banks;                                                                                                                                                                                                                                                                                                                                                           
| |  |  |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  |  | H. | Business day means  a day on which banks
  in Tel-Aviv, London and the country in which the loan currency constitutes
  legal tender are open for business.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |  |  |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  |  | I. | The exchange rate in effect with the Bank
   means, in respect of an acquisition of foreign currency to credit of the
  Borrowers account  the relevant exchange rate for transfers and cheques
  being in effect with the Bank at the relevant time for selling to its clients
  the relevant foreign currency, in consideration of Israeli currency, together
  with exchange rate commission, any tax, levy, obligatory payments or other
  payments and so forth. In respect of any sale of foreign currency to the
  debit of the Borrowers account  the lowest rate for transfers and cheques
  being in effect with the Bank at the relevant time for purchasing the
  relevant foreign currency from its clients in consideration of Israeli
  currency, net of exchange rate commission, any tax, levy, obligatory payments
  or other such payments;
| |  |  |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  |  | J. | The recitals
  to this undertaking constitute an integral part hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |  |  |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  |  | K. | Wherever the
  Bank is entitled to do any act pursuant to this undertaking, it is not obliged
  to do such act;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  |  |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  |  | L. | Wherever the
  Bank is entitled to debit any account of the Borrowers, the Bank is entitled
  to do so whether the account is in debit balance or credit balance including
  if the debit balance derives from such account being debited by the Bank as
  aforesaid;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |  |  |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  |  | M. | The headings
  to the clauses are included for convenience only and are not to be used for
  interpretation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

22

---

---



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | 22. | Disclosing information to competent authorities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     | The Bank is
  entitled to disclose to the Bank of Israel, to the Examiner of Banks, to the
  Foreign Currency Controller or to any other person acting in an official
  capacity, or to any other competent authority to which the Bank is subject,
  details on myself or pertaining to any credit extended to me pursuant to this
  undertaking, or on demand of such competent authorities or as the Bank may
  deem fit at its discretion.                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | 23. | Notices and warnings                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     | Any notice
  mailed by the Bank to the Borrower in a registered or ordinary letter at the
  address shown above (in respect of the Borrower) or at the address of the
  Borrowers registered office or at any other addresses whereof the Borrower
  shall have notified the Bank in writing, shall be deemed notice received by
  the Borrower within 72 hours as of the letter containing the notice being
  sent. A written affidavit from the Bank shall serve as evidence of the time
  of mailing the notice. Any notice served on the Borrower by any other means
  shall be deemed received by the Borrower on being served or on publication
  thereof.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | 24. | Substantive law and venue                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     | 24.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | This
  undertaking shall be construed according to and in conformance with the laws
  of the State of Israel.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 
| |     | 24.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | The sole
  venue for the purpose of this undertaking and/or the loan is hereby
  designated as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | At the
  competent court in the State of Israel being nearest to the location of the
  Bank branch denoted at the beginning of this undertaking or at the competent
  court in Tel-Aviv-Jaffa.                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 
| |     | 24.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | The Borrower
  hereby consents that any summons, notice, judgment, legal proceed or process
  of court in connection with the legal proceedings referred to in
  sub-paragraph 24.2 above, shall be delivered to the Borrower by means of an
  attorney in Israel whose name and address shall be given by the Borrower in
  writing. The Borrower shall at all times and from time to time be entitled,
  by written notice served on the Bank by registered mail, to modify the
  identity of its in Israel and/or its address in Israel for the purpose of the
  delivery of process of course and the other instruments mentioned above into
  the hands of the Borrower.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 
| | 25. | Document preparation commission (handling fees)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     | In respect
  of the handling fees of the loan and the collaterals, the account shall be
  debited on grant of the loan with a document preparation commission.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

23

---

---



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     | For the
  purpose of determining the amount of such commission, the principal amount
  shall be translated in New Israeli Shekels at the exchange rate for transfers/cheques
   purchase published from time to time by the Bank, and being appropriate to
  the loan currency, as known on date of grant of the loan (i.e. that was
  published on the last business day prior to the date of grant of the loan).                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     | Correct to
  the date of making this instrument, the aforesaid exchange rate stands
  at_____                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     | The amount
  of this commission shall be determined as follows: 40,000 US dollars as
  agreed between the Borrower and the Bank.                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     | Correct to
  the date of making this instrument, the amount of this commission is NIS
  ______________) _______________ New Israeli Shekels).                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     | This amount
  may change if and to the extent that a change comes about in the aforesaid
  exchange rate, as described.                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | 26. | Collection fees                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     | In respect
  of the handling of the collection of payment on account of the principal
  and/or the interest, collection fees shall be collected in the loan currency
  for every such payment.                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     | The amount
  of this commission is determined in accordance with the amount in shekels per
  the Banks pricelist (correct to date of making this instrument - NIS 4.60)
  for every such payment, such amount being translated into the loan currency
  at the exchange rate of transfers/ cheques  sale published from time to
  time by the Bank, being appropriate to the loan currency and being known on
  date of making any payment on account of the principal and/or the interest
  (i.e. that was published on the last business day prior to the date of making
  any such payment).
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     | Correct to
  the date of making this instrument, the aforesaid exchange rate is ______,
  and accordingly, correct to the date of making this instrument, the amount of
  this commission stands at a sum of ________________
  (________________________) in the loan currency for every such payment.                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     | This amount
  may be modified if and to the extent that a change comes about in the
  aforesaid exchange rate as described.                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     | This
  commission shall be collected on the date prescribed for the making of every
  payment on account of the principal and/or the interest pursuant to this
  undertaking.                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     | This
  commission amount prescribed in the Banks pricelist in Shekels as stated may
  be modified from time to time, and notice of such modification shall be posted
  by the Bank in two daily newspapers and on a notice board and the Banks
  branches.                                                                                                                                                                                                                                                                                                                                       

24

---

---



| |     |                                                                                                                                                                                                                                                                                                                                                                                  
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     | In case of a
  hike in the commission rate, notice as aforesaid shall be served at least two
  weeks prior to the date of the change and in case of a reduction in the
  commission rate, notice shall be served not later than three days following
  the change, in which bank branches in Israel or most of them are open to the
  general public for business purposes.      
| |     |                                                                                                                                                                                                                                                                                                                                                                                  
| |     | If the
  borrower fails to make settle on the due date thereof any payment/ payments
  on account of the principal and/or the interest, the amount of this
  commission shall be added to the amount of such payment/ payment on account
  of the principal and/or the interest not paid on due date thereof as
  aforesaid, and Clause 6.2 above shall apply in respect thereof.
| |     |                                                                                                                                                                                                                                                                                                                                                                                  
| | 27. | The tenor of
  this instrument in respect of commissions and/or expenses is correct unless
  otherwise agreed and/or that shall be agreed between the Borrower and the
  Bank in writing.                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                  
| | 28. | Special conditions                                                                                                                                                                                                                                                                                                                                                               

|                                         |  | 
|---------------------------------------- |  | 
|In witness whereof we have set our hand:
|                                        
|/s/ Irit Eluz ; /s/ Yoram Firon         
|                                         |  | 

Ampal Israel Ltd

Name: Irit Eluz Office: Director
Name: Yoram Firon Office: Director

Advocates certification

I, the
undersigned, Shiri Lind Adv., being the attorney of Ampal Israel Ltd
(hereafter: the Company) do hereby certify that the foregoing instrument was
signed by the Company through Messrs Irit Eluz Id. No. 022803076 and Yoram
Firon Id No 024210163, all in accordance with the Companys duly adopted
resolution and in accordance with the Companys instruments of incorporation,
and that the abovementioned signatures are to all intents and purposes binding
upon the Company.

| |                  |  |                     | 
| | ---------------- |  | ------------------- | 
| | April 26,
  2007 |  | /s/ Shiri Lind      | 
| |                  |  |                    
| | Date             |  | Advocate            | 
| |                  |  | Signature and Stamp | 

25

---

---