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Exhibit 10.2

Date: April 26, 2007

ToBank Hapoalim Ltd.

Re: Letter
of undertaking

|            |                                                                                                                                                                               
|----------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Whereas     | Bank
  Hapoalim Ltd. (hereinafter  The Bank)
  has made and/or will make a loan in the amount of USD $27 million
  (hereinafter  The Credit)
  available to the undersigned;
|            |                                                                                                                                                                               
|And whereas | We the
  undersigned have undertaken vis-à-vis the bank to sign on this letter of
  undertaking;                                                                              

Accordingly it is agreed and declared
vis-à-vis The Bank, as follows:

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | The
  introduction to this letter constitutes an integral part hereof:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|2. | Without
  detracting from the events that are detailed in any other bond for the
  creation of charges on which we have signed and/or that has been signed in
  favor of the Bank and/or any other document whatsoever on which we have
  signed in favor of the Bank in addition to them, then the Bank will be
  entitled, if one or more of the events that are detailed below occur, to make
  the aforementioned amounts repayable immediately, in whole or in part, (the
  amounts that will be made repayable immediately, as aforesaid, will be called
  hereinafter  The Amounts of the immediate
  repayment). Without detracting from our other undertakings to the
  Bank, we undertake to pay the Bank the Amounts of the immediate repayment:
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | 2.1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | If the
  holders of the bonds that have been issued and/or that will be issued to the
  public by Ampal American Israel Corporation (hereinafter Ampal American) will demand early
  repayment(s) and/or will present claims and/or demands for payment against Ampal
  American and if these are approved by the court and/or a body that
  is authorized for that purpose under the power of the bonds, or if the
  Tel-Aviv Stock Exchange decides that there is to be an early redemption in
  respect of the said bonds.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | 2.2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | If Mr.
  Yossef Maiman ceases to be the effective controlling interest in Ampal
  American. For this matter, effective control is the holding,
  directly or indirectly, of the issued and paid up capital of Ampal
  American, which affords the largest percentage holding as a single
  holder out of the generality of the shareholders in Ampal American.                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|3. | What is
  stated in this letter comes in addition to what is stated in any other
  document of credit and/or any other bond that has been made and/or which will
  be made by us in the relationship between us and the Bank, in connection with
  the credit and/or otherwise, however, in the event of a discrepancy between
  them what is stated in this letter shall prevail.                                                                                                                                                                                                                                                                                                                                                                          

And as proof of said agreement, we sign
below:

|                               
|-------------------------------
|/s/ Irit Eluz ; /s/ Yoram Firon
|                               
|Ampal Israel Ltd.              

|           |             |           |         
|---------- | ----------- | --------- | --------
|Signed by: | Irit Eluz   | Position: | Director
|Signed by: | Yoram Firon | Position: | Director
|           |             |           |         

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Lawyers confirmation

I the
undersigned, Shiri Lind, Attorney, who serves as the legal advisor to Ampal
Israel Ltd. (hereinafter Ampal),
hereby confirm that this letter was legally signed by Ampal, in accordance with the
up-to-date Articles and Memorandum of Association of Ampal and that it has been
done by means of persons who are authorized to bind it, whose signature on this
letter binds Ampal for all intents and purposes.

|               |      |                       | 
|-------------- | ---- | --------------------- | 
|April 26, 2007 |      | /s/ Shiri Lind, Adv.  | 
|               |     
|               | Date | Signature
  and stamp

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