Exhibit 10.1
                                      (Translation; Original Document in Hebrew)

                                 LOAN AGREEMENT
                                 --------------

         Made and entered into at Tel Aviv on the 27th day of April 1998

Between:     Bank Hapoalim Ltd.
             Of 50 Rothschild Boulevard, Tel Aviv 66883
             (hereinafter called the "Bank")

And:         Ampal Communications (a Limited Partnership)
             (Partnership No. 55 - 001710 - 7)
             Herein represented by the General Partner, Ampal Communications
             Holding Company Ltd. care of Ampal Industries (Israel) Ltd. Of 111
             Arlozorov Street, Tel Aviv (hereinafter called the "Borrower")

Whereas:     The Borrower has applied to the Bank to make available to it
             credit facilities in the sum of $ 36,400,000 (thirty six million,
             four hundred thousand United States dollars) for the purpose
             referred to in paragraph 3.02 hereunder;

And Whereas: The Bank is prepared to consent to the application of the
             Borrower subject to all the conditions and provisions set forth
             in this Agreement;

Now therefore it is agreed between the parties as follows:

1.    Interpretation
      --------------

      1.01  The preamble to the Agreement constitutes an integral part thereof.

      1.02  Headings of paragraphs are for the purposes of convenience only and
            are to be disregarded on any question relating to the interpretation
            of the provisions of the Agreement.

      1.03  This Agreement shall be interpreted in accordance with the following
            provisions unless the context otherwise requires:

            (a)   A reference to paragraphs and to annexes means a reference to
                  paragraphs and annexes of this Agreement. A reference to this
                  Agreement means this 


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<PAGE>

                  Agreement together with all annexes thereto save for the
                  purposes of the provisions of subparagraph (b) hereunder.

            (b)   In any instance of an inconsistency between the provisions of
                  this Agreement and the annexes thereto - the provisions of
                  this Agreement shall prevail.

            (c)   Words in the singular form shall also include the plural and
                  vice versa.

2.    Definitions
      -----------

      In this Agreement the following terms shall have the meanings attributed
      to them hereunder unless the context otherwise requires:-

      "ACI" - means Ampal Communications Inc.
       ---

      "Ampal" - means Ampal Holdings Communications Company Ltd.
       -----

      "Ampal Israel" - means Ampal Industries (Israel) Ltd.
       ------------

      "Ampal - America" - means Ampal American Israel Corporation.
       ---------------

      "Dollar" and the Sign "$" - means the legal tender of the United States of
       -----------------------
      America; with respect to any payment which is due to be effected in
      dollars in accordance with the provisions of the Agreement, means also
      cash sums furnished for discharge on the same day under a New York
      Clearing House Inter Bank Payment (or sums of other cash in dollars, as
      shall be acceptable and as are customary at the time required for the
      purpose of the discharge of international inter bank transactions
      specified in dollars).

      The "Bank" - means the Bank Hapoalim Ltd. and all the branches and offices
      ---------
      thereof in existence as at the date of entering into this Agreement and
      those which are in existence at any time in the future and in addition
      replacements thereof, and those which exist by virtue thereof.

      "Loan" or The "Loan" - means the amount of the unpaid capital of any
       ------------------
      credit facilities which shall be made available by the Bank to the
      Borrower together with interest which shall be capitalized from time to
      time in accordance with the provisions of paragraph 4.10. The amount of
      the capital of the loan shall be consolidated on the last day of the
      interest period terminating on 31st March 2000.

      The "Parallel Loan" - has the meaning as defined in subparagraph (m) of
      ------------------
      paragraph 11.01.

      The "Trustee" - means The Bank Hapoalim Trust Company Ltd. which shall
      ------------
      serve as the Trustee for the Bank and the Borrower.


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<PAGE>

      The "Shareholders' Agreement" - means the Shareholders Agreement (the
      ----------------------------
      annex to the Purchase Agreement) which was entered into on 29th March 1998
      between Motorola and the Borrower together with all the annexes thereto.

      The "Trust Agreement" - means the agreement which is to be entered into
      --------------------
      between the Bank, the Trustee and the Borrower in the form of Annex G to
      this Agreement.

      The "Purchase Agreement" - means the Purchase and Sale Agreement dated 5th
      -----------------------
      January 1998 which was entered into between ACI and Motorola, together
      with all annexes thereto (including the Partnership Agreement, the
      Shareholders Agreement, the Supply and Maintenance Agreement and the
      Administrative Agreement) as amended on 22nd January 1998.

      The "Assignment Agreement" - means the agreement for the assignment of
      -------------------------
      rights and obligations dated 18th March 1998 which was entered into
      between ACI and the Borrower and under which ACI assigned to the Borrower
      all its rights and obligations under the Purchase Agreement and in
      consideration the Borrower undertook, inter alia, to repay on its behalf
      and for ACI the bridging loan and to pay to Ampal - Israel its expenses in
      connection with the Purchase Agreement.

      The "Surplus Agreements" - means the agreements defined in paragraph 10.15
      -----------------------
      of the Agreement.

      "Breach" or "an Event Entitling Immediate Repayment of the Loan" means any
       --------------------------------------------------------------
      one of the events or circumstances set forth in paragraph 12.

      The "Shares" - means 5,500,000 cumulative and participating preference
      -----------
      shares numbered 22,000,001 to 27,500,000 (inclusive) in the Mirs Company,
      having a par value of NIS 1. each.

      The "Mirs Company" - means the Mirs Communications Company Ltd. (Company
      -----------------
      registration number 51 - 261596 - 4) the composition of the shareholders
      of which are at present as follows: Motorola - 22,000,000 ordinary shares
      having a par value of NIS 1.- each and the Borrower - 11,000,000
      cumulative and participating preference shares having a par value of NIS
      1. each.

      "Trust Account" - means account number 542199 at the Arlozorov branch of
       -------------
      the Bank.

      "Obligation" or "Indebtedness" - means the obligation to pay or to repay a
       ----------------------------
      sum of money, either as principal debtor or as guarantor or by virtue of a
      mortgage and irrespective of whether such obligation is in existence now
      or shall be in existence in the future or whether certain or conditional.


                                       3
<PAGE>

      "Business Day" - means a day on which trading is conducted in deposits
       ------------
      specified in United States dollars in the Inter Bank Euro Market in
      London; and if a payment is due to be effected on that day then a further
      condition of its being a Business Day is that it is a day on which banks
      are open for business in London and in New York and on which the Bank in
      Israel effects sales and purchases of United States dollars against
      Israeli currency.

      "Leumi" - means the Bank Leumi L'Israel Ltd.
       -----

      "Libor"      1.   For as long as the Borrower pays on its due date all
       -----
                        amounts due by it in accordance with this Agreement,
                        means - in relation to any interest period, a rate of
                        interest which shall be prescribed by the Bank at or
                        about 11.00 hours in the morning based on London time,
                        on the second Business Day prior to the first day of
                        that interest period as being the London Inter Bank
                        Offered Rate for twelve (12) months, for the dollar, as
                        quoted and published by the Reuters Agency to its
                        subscribers on the page known as the FRBD page.

                  2.    Should the Borrower be in arrears with its payments
                        to the Bank, means - in relation to any interest
                        period, a rate of interest which shall be prescribed
                        by the Bank on the second Business Day prior to the
                        first day of that interest period as being the London
                        Inter Bank Offered Rate for a period of one day, for
                        the dollar, as quoted and published by the Reuters
                        Agency to its subscribers on the page known as the
                        FRBD page.

                        If on any prescribed date whatsoever the quotation page
                        shall not have been published by Reuters and/or the
                        quotation as aforesaid shall not have included the Libor
                        for the relevant interest period and/or Reuters should
                        change the banks and/or the data using them at the
                        present time for the purposes of such quotation page -
                        the Libor shall be determined, in the manner heretofore
                        set out, on the basis of the publications of Reuters on
                        its other page/s which they have, to the knowledge of
                        the Bank and in consultation with the Borrower, in order
                        to constitute an appropriate substitute for the
                        quotation page. (Any page/s as aforesaid of the Reuters
                        publications which shall be chosen as a replacement for
                        the quotation page, whether permanently or for a
                        particular date, shall also be called if it/they are for
                        the purposes of this definition, the "Quotation Page").

                        If on any prescribed date whatsoever the quotation page
                        shall not have been published by Reuters, or if on any
                        prescribed date whatsoever the Bank shall determine that
                        it is unable itself to finance on the Euro market the
                        Inter Bank in London at the interest rates contained on
                        the Quotation Page - then the Libor shall be - the
                        average (rounded upwards up to the next 1/16th of one
                        percent) of 


                                       4
<PAGE>

                        the interest rates as shall be quoted to the Bank, on
                        the relevant prescribed date, by the fixing banks, as
                        the interest rates at which the Bank shall be able to
                        obtain deposits in dollars, at a corresponding amount to
                        the amount with respect to which the Bank is requesting
                        the aforesaid quotation for the corresponding period for
                        the relevant interest period.

      "Libid" - the Inter Bank interest for deposits (Euro Rate) - means the
       -----
      Inter Bank rate of interest which the "market makes" for payment for a
      foreign currency deposit which another bank would deposit with it.

      "Motorola" - means Motorola Communications Israel Ltd.
       --------

      "Date of Availability of Credit Facilities" - means the Business Day on
       -----------------------------------------
      which the Bank shall make available to the Borrower the amount specified
      in paragraph 3.01.

      "Date of Payment" - means with respect to each payment of interest: the
       ---------------
      last Business Day of the interest period terminating on 31st March 2000
      and thereafter the last Business Day of each interest period; and with
      respect to any payment on account of the repayment of the Loan: the last
      Business Day of the interest period terminating in March 2003 and
      thereafter the last Business Day of each interest period.

      "Taxes" - means any tax, whether on income or otherwise, levy, municipal
       -----
      rates, deduction at source, deduction, duty and any other compulsory
      payment of any nature whatsoever, whether in existence now or which shall
      be in existence at any time in the future, together with interest and/or
      penalties with respect thereto (should there be any such). The expression
      "taxation" shall be interpreted in accordance therewith.

      "Loan Documents" - means the Agreement, a pledge of the shares in the Mirs
       --------------
      Company, a mortgage and an assignment by means of which half of the rights
      of the Borrower in pursuance of the Purchase Agreement are mortgaged, a
      mortgage and an assignment by means of which the rights of the Borrower as
      against the Trustee are mortgaged, the irrevocable instructions, and any
      other document which was entered into or which may be entered into at any
      time in the future in order to serve as security for the repayment of the
      Loan (in whole or in part) and/or for the payment of interest with respect
      to the Loan and/or any other payment due to the Lender under the
      Agreement.

      "Clearance" or The "Clearance" - means eight tenths of a percent (0.8%).
       ----------------------------

      The "Books of the Bank" - includes any book, ledger, a page of an account,
      ----------------------
      a copy of a page of an account, a loan contract, a letter of undertaking,
      a note containing the client's signature, a card index, a sheet of paper,
      a reel, any means for the storage of data for purposes of electronic
      computers as well as any other means for the storage of data.


                                       5
<PAGE>

      "Mortgage" - means any security, pledge, mortgage, lien, an assignment,
       --------
      attachment, a secured right, a restriction against the transfer of
      ownership, an excess right, a trust arrangement and any other arrangement
      or agreement as a result of which or the purpose of which is the creation
      of any security whatsoever.

      "Mortgage of Shares" - means a fixed, first ranking mortgage of 5,500,000
       ------------------
      cumulative and participating preference shares, without limitation as to
      the amount, numbered 22,000,001 to 27,500,000 (inclusive) together with
      the fruits accruing therefrom in the Mirs Company including bonus shares
      and all the existing or future rights and profits embodied in such shares
      and in substitution thereof - in the form attached as Annex A to this
      Agreement.

      "Mortgage and Assignment by means of which Half the Rights of the Borrower
       -------------------------------------------------------------------------
      are Mortgaged in accordance with the Sale Agreement" - means a mortgage
      ---------------------------------------------------
      and an assignment by means of which half the rights and monies due and/or
      which may become due to the Borrower from Motorola under the Purchase
      Agreement are mortgaged, including the assignment of the right of action
      of the Borrower against Motorola under the Sale Agreement with respect to
      the rights and the monies mortgaged to the Bank as aforesaid - in the form
      attached as Annex B to this Agreement.

      The "Mirs License" - means a special license numbered 12 0120 - 1 - 96051
      -----------------
      for the provision of detection business services by means of the "Mirs",
      "Multi Wave " and "Multi Frequency" systems issued by the Ministry of
      Communications.

      "Interest Period" - 1.    For as long as the Borrower pays on the
       ---------------
                                due dates thereof all the amount owing under
                                this Agreement - means a period of twelve (12)
                                months, commencing on the date of the
                                availability of the credit facilities,
                                including such date, save for the first
                                interest period which terminates on 31st March
                                1999.

                          2.    Should the Borrower be in arrears with its
                                payments under this Agreement - means a period 
                                of one day.
                          
                          3.    Any interest period (other than the first)
                                commencing upon the expiration of the previous
                                interest period.
                        
3.    Availability of the Loan to the Borrower
      ----------------------------------------

      3.01  Subject to the fulfillment of the conditions and of the obligations
            set forth in paragraph 3.03, the Bank shall make available to the
            Borrower the sum of $ 36,400,000 (thirty six million, four hundred
            thousand dollars) by crediting the Borrower's account number 680990
            at the Arlozorov branch of the Bank and at the same time the Bank
            shall debit the Loan Account of the Borrower at the Arlozorov Branch
            with the foregoing sum.


                                       6
<PAGE>

      3.02  The Borrower declares that the whole amount that the Bank shall make
            available to it is intended only to finance the consideration for
            which it is liable in accordance with the Assignment Agreement.

      3.03  The Bank shall make the Loan available to the Borrower only if no
            instance of a breach had nor shall take place, nor had nor shall any
            event or circumstance have taken place which shall amount to an
            instance of a breach in the course of time and/or no notice or
            warning shall have been given up to the date of the availability of
            such credit facilities, provided that as at such date the Borrower
            shall have furnished to the Bank the documents set forth hereunder,
            duly completed and signed to the entire satisfaction of the Bank,
            and at the same time all the share transactions hereunder shall have
            been carried into effect and paid:

            (a)   The Borrower shall have signed in favor of the Bank and shall
                  deliver to the Bank:

                  (1)   A deed of pledge for the purpose of mortgaging the
                        Shares, in the form of Annex A to this Agreement.

                  (2)   A deed of pledge for the purpose of mortgaging and
                        assigning by means of which half the shares of the
                        Borrower are mortgaged in pursuance of the Purchase
                        Agreement, in the form of Annex B to this Agreement.

                  (3)   A deed of pledge for the purpose of mortgaging and
                        assigning by means of which all the rights of the
                        Borrower against the Trustee to receive, from time to
                        time, monies which shall be deposited into the Trust
                        Account, are mortgaged in favor of the Bank, in the form
                        of Annex C to this Agreement.

            (b)   The Trust Agreement in the form of Annex G to this Agreement,
                  shall have been entered into between the Trustee, the Bank and
                  the Borrower.

            (c)   The Borrower shall have delivered to the Bank:

                  (1)   A copy of a resolution of the board of directors of the
                        General Partner of the Borrower consenting to this
                        Agreement being entered into by the Borrower and receipt
                        of the Loan by the Borrower in accordance with the
                        Agreement, and the determination of the person or
                        persons authorized to sign for and on behalf of the
                        Borrower the Agreement and any document, addendum or
                        accompaniment to this Agreement.


                                       7
<PAGE>

                  (2)   An Opinion from the Borrower's legal advisor, bearing
                        the date of the signature of the Agreement, in the form
                        of Annex H to this Agreement.

                  (3)   A copy of the agreement as to the establishment of the
                        partnership of the Borrower and the certificate of
                        registration of the Borrower, duly certified by the
                        legal advisors of the Borrower as being complete and
                        correct.

                  (4)   A copy of the Purchase Agreement (together with all
                        annexes thereto) duly signed by the parties thereto, and
                        every ancillary document which is signed in consequence
                        thereof or in connection therewith (including the
                        Assignment Agreement) duly certified by the legal
                        advisors of the Borrower as being complete and correct.

                  (5)   The consent of the Director of Trade Restraints with
                        respect to the partnership between the Ampal group and
                        Motorola.

                  (6)   A copy of the Mirs License.

                  (7)   An irrevocable instruction from the Borrower to the Mirs
                        Company according to which any payment of a dividend
                        which shall become due to the Borrower with respect to
                        the shares and its half share of any sum which shall be
                        paid from time to time to the Borrower, whether as a
                        payment relating to a management fee, a consultancy fee,
                        a participation fee, a use charge, royalties, interest,
                        or otherwise - shall be paid to the credit of the Trust
                        Account together with a confirmation from the Mirs
                        Company that it will act in accordance therewith, in the
                        form of Annex D to the Agreement.

                  (8)   An irrevocable instruction from the Borrower to Motorola
                        according to which half of any amount which becomes
                        payable by Motorola at any time to the Borrower in
                        accordance with the Purchase Agreement shall be remitted
                        to the credit of the Trust Account together with a
                        confirmation from Motorola that it will act in
                        accordance therewith, in the form of Annex E to this
                        Agreement.

                  (9)   An irrevocable instruction from the Borrower to the
                        Trustee according to which a mortgage and an assignment
                        in favor of the Bank by means of which all its rights
                        against the Trustee to receive from time to time monies
                        which shall be deposited in the Trust Account are
                        mortgaged, together with a confirmation from the Trustee
                        according to which he undertakes not to remit to the
                        Borrower any monies deposited in the Trust Account
                        without 


                                       8
<PAGE>

                        receiving the prior approval of the Bank thereto, in the
                        form of Annex F to this Agreement.

                  (10)  The share certificates with respect to the Shares.

                  (11)  A confirmation from Secretary of the Mirs Company in the
                        form of Annex I to this Agreement.

            (d)   It shall have paid to the Bank the costs referred to in
                  paragraph 21.01 of this Agreement.

4.    Payment of Interest
      -------------------

      4.01  The Borrower shall pay interest on the Loan effective from the date
            of the availability of the Loan with respect to each interest
            period, at the Libor rate together with the Clearance (the
            "Interest") per annum.

            Effective from the availability of the entire Loan and up to the
            last Business Day of the interest period terminating on 31st March
            2001, the interest which shall accumulate on the Loan shall be
            capitalized at the end of each interest period and shall be added to
            the unpaid balance of the capital of the Loan in such manner that it
            shall constitute an integral part thereof; thereafter - the interest
            with respect to the balance of the unpaid balance of the Loan shall
            be paid by the Borrower to the Bank upon each payment date.

      4.02  The interest shall accumulate from day to day and shall be
            calculated on the basis of the actual number of days which have
            elapsed, divided by 360.

5.    Repayment of the Loan
      ---------------------

      The Borrower shall repay the Loan to the Bank in 5 consecutive amounts on
      each payment date, effective from the last Business Day of the interest
      period terminating on 31st March 2004, at the following rates:

      On 31st March 2004 it shall repay 10% of the Loan,

      On 31st March 2005 it shall repay 15% of the Loan,

      On 31st March 2006 it shall repay 25% of the Loan,

      On 31st March 2007 it shall repay 25% of the Loan,

      And on 31st March 2008 it shall repay 25% of the Loan.


                                       9
<PAGE>

6.    Arrears Interest
      ----------------

      6.01  The Borrower shall pay arrears interest (hereinafter called "Arrears
            Interest") on amounts unpaid on the date as bound under the
            Agreement, effective from the date prescribed for the repayment
            thereof up to the actual date of payment (either prior to or after
            the grant of a judgment) at a rate of two percent (2%) per annum
            over and above the amount of the Clearance together with Libor.

      6.02  Furthermore, the Borrower shall pay Arrears Interest at the rate set
            forth in paragraph 6.01 hereof on amounts which are due for payment
            to the Bank under this Agreement upon demand and not were paid to
            the Bank within five (5) Business Days from the date of demand by
            the Bank, effective from the date of demand by the Bank up to the
            date of actual payment (either prior to or after the grant of a
            judgment).

      6.03  The Arrears Interest shall be paid to the Bank upon demand, and
            until so paid it shall be capitalized and added to the capital of
            the Loan every month.

7.    Additional Costs
      ----------------

      If as a result of a change in the law or in the interpretation of the
      provisions of any law and/or as a result of an obligation or a requirement
      of the instructions of the Bank of Israel or of any fiscal or monetary
      authority in Israel:

      (1)   The Bank shall bear additional costs as a result of its agreement to
            enter into a contractual arrangement under this Agreement and/or by
            reason of the performance of its obligations in accordance with the
            Agreement and/or its obligation to make available to the Borrower
            the Loan and/or to continue to make available the unpaid balance of
            the Loan; or

      (2)   The Bank is unable to obtain the same yield rate on all its capital
            resources which it would otherwise have obtained but for its having
            entered into the contractual arrangement under the Agreement and/or
            the existence of its obligations thereunder and/or having taken upon
            itself the fulfillment of its obligation to make the Loan available
            and/or to continue to make available the unpaid balance of the Loan;
            or

      (3)   The cost of finance to the Bank had increased as a result of the
            availability of the Loan or the continued availability of the unpaid
            balance of the Loan; or

      (4)   The Bank had been required to pay tax (other than on its net
            chargeable income) or any other payment in connection with the Loan
            and/or with the unpaid balance of the Loan and/or in relation to any
            amount which it had granted and/or is likely to give on the strength
            of this Agreement,


                                       10
<PAGE>

      then the Borrower shall pay from time to time forthwith upon the Bank's
      demand, additional amounts at such rates as shall be sufficient to
      compensate the Bank for such additional costs of finance to the Bank.

      The Bank shall furnish to the Borrower as soon as possible after the
      foregoing occurrence, a detailed description within reason of the
      occurrence entitling the Bank to demand such additional payments on the
      basis of this paragraph.

      The Borrower shall be entitled, after receipt of a demand for such
      payment, to give notice to the Bank of its desire to effect early
      repayment of the entire Loan (but not merely a part thereof) upon the next
      payment date; provided that on such date it shall pay to the Bank all the
      interest which had accumulated on the unpaid balance of the Loan and all
      the additional amounts for which the Borrower is liable pursuant to this
      Agreement.

8.    Early Repayment
      ---------------

      8.01 The Borrower shall be entitled to effect the early repayment of the
      unpaid balance of the Loan or any part thereof without payment of a
      penalty upon the fulfillment of the conditions set forth hereunder:

      (a)   If such repayment is a part of the unpaid balance of the Loan, then
            the amount which shall be paid as an early repayment shall not be
            less than $ 1,000,000.

      (b)   Such early repayment shall be effected on the last Business Day of
            an interest period, by giving not less than 30 days notice in
            writing in advance to the Bank, which shall be irrevocable and which
            shall indicate the amount due for early repayment. Should the early
            repayment be in effect other than on the last Business Day of an
            interest period and/or should such advance notice in writing of not
            less than 30 days not be given to the Bank - the Borrower shall
            compensate the Bank immediately upon receipt of a demand from the
            Bank with respect to the differences between the amounts of interest
            for the period from the date of such early repayment and the
            expiration of the current interest period in accordance with the
            Libor to that interest period, and the amounts of interest to that
            period in accordance with the Libor on the date of early repayment,
            to the period between the date of early repayment and the expiration
            of the current interest period.

      (c)   Amounts paid as an early repayment in accordance with this paragraph
            shall be credited on account of the early repayment of the Loan, in
            reverse order to the repayment thereof and it shall not be possible
            to obtain a readvance thereon.

      (d)   None of the occurrences set forth in paragraph 12 of the Agreement
            shall have taken place and continue to persist.


                                       11
<PAGE>

      (e)   All of the amounts of the Loan, the due date of repayment of which
            is on the date on which an early repayment is intended to be in
            effect, shall be paid on the due date thereof.

      (f)   No such early repayment shall be effected by means of refinancing
            from banking or quasi-banking sources.

      8.02 Should the Borrower deliver a notice as to its intention to effect an
      early repayment in accordance with the terms of this Agreement, but should
      in fact such early repayment not be effected, then the Borrower shall
      compensate the Bank, immediately upon receipt of a demand from the Bank,
      with respect to any loss or expense occasioned to the Bank as a result of
      the failure to effect such early repayment on such date.

      8.03 The Borrower shall not be entitled to repay the Loan or any part
      thereof other than upon the terms expressly set forth in this Agreement.

9.    Date, Place and Manner of Payment
      ---------------------------------

      9.01 Payment made by the Borrower in accordance with this deed shall be
      made to the Bank clear and free of any tax, without setoff or
      counterclaim, in United States dollars capable of being freely converted
      and at the Arlozorov branch of the Bank, or at any other place as shall be
      determined by the Bank provided that it shall have given 30 days advance
      notice thereof to the Borrower.

      9.02 Should the Borrower be required at any time whatsoever pursuant to
      the laws of the State of Israel to deduct tax at source from interest
      payments due to the Bank under this Agreement, then the Borrower shall be
      entitled to effect such deduction provided that in such an event it shall
      furnish to the Bank due verification as to the deduction of income tax at
      source, in such form as shall be acceptable to the Income Tax
      Commissioner, and subject also this being in accordance with the
      provisions of Israeli law which at that time are that such deduction at
      source shall be considered as part of the income tax of the Bank; should
      this not be the case, the amount due by the Borrower with respect to
      interest under the Agreement shall be increased at such rate as shall be
      required in order to ensure that after the deduction of the tax or the
      payment thereof by the Borrower, the full amount of the agreed interest,
      which was supposed to be have been received by the Bank in accordance with
      the Agreement had it not been for the requirement of the deduction of the
      tax or the payment thereof by the Borrower, shall be received by the Bank
      upon the date of such payment.

      9.03 All payments due by the Borrower to the Bank in accordance with this
      Agreement shall be paid only on a Business Day, as defined in this
      Agreement. If the date of payment of any amount whatsoever shall be due on
      a date which is not a Business Day, such payment shall be effected on the
      next Business Day following, unless as a result thereof such payment shall
      become due in the following calendar month; in such an event the payment
      shall be advanced to the preceding Business Day.


                                       12
<PAGE>

      9.04 All amounts payable in accordance with this Agreement shall be
      effected by 12.00 noon on that Business Day. Any payment effected after
      this time shall be deemed to be a payment at 09.30 on the following
      Business Day.

      9.05 Any payment made by the Borrower on a day which is not a Business
      Day, shall be deemed to be a payment on the first Business Day following.

10.   Securities
      ----------

      10.01 As security for the due and faithful payment of all amounts due
            and/or which shall become due to the Bank by the Borrower for the
            repayment of the Loan in accordance with this deed the following
            securities shall be utilized:

            (a)   A mortgage of the Shares as well as a mortgage and an
                  assignment by means of the mortgage of 50% of any payment due
                  and/or to become due to the Borrower from the Mirs Company,
                  with respect to management fees, consultancy fees,
                  participation fees, royalties, interest or otherwise - in the
                  form attached as Annex A to this Agreement.

            (b)   A mortgage and an assignment by means of the mortgage of half
                  the rights of the Borrower in accordance with the Purchase
                  Agreement in the form of Annex B to this Agreement.

            (c)   A mortgage and an assignment by means of a mortgage in favor
                  of the Bank of all the rights of the Borrower against the
                  Trustee in accordance with the Trust Agreement, to receive
                  from time to time, amounts which shall be deposited into the
                  Trust Account, in the form of Annex C to this Agreement.

            (d)   An irrevocable instruction from the Borrower to the Mirs
                  Company confirmed by the Mirs Company in the form of Annex D
                  to this Agreement, pursuant to which half of any amount which
                  is paid by the Mirs Company (either in the nature of a share
                  in profits, or as a payment with respect to management fees,
                  consultancy fees, participation fees, use charges, royalties,
                  interest or otherwise) shall be remitted to the credit of the
                  Trust Account.

            (e)   An irrevocable instruction from the Borrower to Motorola and a
                  confirmation from Motorola to remit half of any amount which
                  shall be payable to the Borrower from time to time by Motorola
                  in accordance with the Purchase Agreement to the credit of the
                  Trust Account, in the form of Annex E to this Agreement.


                                       13
<PAGE>

            (f)   An irrevocable instruction from the Borrower to the Trustee as
                  to the mortgage and assignment by means of a mortgage in favor
                  of the Bank of all its rights against the Trustee and
                  confirmation by the Trustee according to which he undertakes
                  not to remit monies deposited and/or which shall be deposited
                  from time to time in the Trust Account, to the Borrower, in
                  the form of Annex F to this Agreement.

            (g)   The lodgement of the share certificates of the Shares with the
                  Bank.

            (h)   The mortgage of all monies deposited and/or to be deposited
                  from time to time in the Trust Account in the form of Annex M
                  to this Agreement.

            (i)   Any other security which shall be furnished by the Borrower or
                  by any person on its behalf or by any of its partners in
                  accordance with the provisions of paragraph 10.15 of this
                  Agreement.

      10.02 All the securities shall be cumulative and independent of each
            other, shall not affect other securities which the Bank holds or
            shall hold, and shall serve in the nature of a continuing security
            for the discharge in full of all amounts to which the Borrower is
            bound pursuant to this Agreement.

            The Bank shall be entitled to realize the securities in any order as
            it shall determine and the failure to utilize any security shall not
            be construed as prejudicing or derogating from the use of any other
            securities.

      10.03 It is agreed between the Borrower and the Bank that the Bank shall
            be entitled to utilize only securities deposited under paragraph
            10.01 in order to recover monies which the Borrower owes to the Bank
            by virtue of this Agreement and to utilize deposits to discharge any
            indebtedness of the Borrower towards it.

      10.04 The Bank hereby declares and confirms that it is aware that the
            realization of the mortgage of the Shares shall be deemed to be a
            Transfer in accordance with the Shareholders Agreement and subject
            to the limitations set forth in paragraphs X and XI of the
            Shareholders Agreement. At the time of signature of this Agreement
            the Bank shall confirm the foregoing by its signature of a
            confirmation in the form of Annex J to this Agreement.

      10.05 Notwithstanding the mortgage of the Shares in favor of the Bank and
            the mortgage and assignment by means of a mortgage of all the rights
            of the Borrower against the Trustee to receive from time to time
            monies to be deposited in the Trust Account in favor of the Bank -
            the Borrower shall be entitled to obtain for its use:

            (a)   Accumulated amounts of up to $ 150,000 for each calendar year
                  to finance its partnership expenses provided that none of the
                  occurrences set forth in paragraph 12 of the Agreement shall
                  have arisen.


                                       14
<PAGE>

            (b)   Additional amounts (including those for the purpose of their
                  distribution to the partners of the Borrower) provided that
                  the following conditions have cumulatively been fulfilled:

                  (1)   The source of the monies is the payment of a dividend
                        from the Mirs Company resulting from profits in the
                        ordinary course of the business of the Mirs Company only
                        and/or from Motorola payments in accordance with the
                        Purchase Agreement.

                  (2)   None of the events set forth in paragraph 12 of the
                        Agreement had occurred and had continued to persist.

                  (3)   The balance remaining in the Trust Account is sufficient
                        to secure the payment of all amounts of the Loan due for
                        repayment in that calendar year and in the year
                        following.

                  (4)   The Borrower had signed an additional deed of pledge in
                        order to give a double validity to the fixed and first
                        ranking mortgage over amounts deposited in the Trust
                        Account.

                  (5)   Should the Borrower request the receipt for its use of
                        more than 35% of the monies deposited in the Trust
                        Account in the same calendar year - the Borrower shall
                        furnish to the Bank as a condition of the withdrawal of
                        monies in excess of 35% as aforesaid (hereinafter called
                        the "Surplus Amounts"), guarantees and securities to the
                        entire satisfaction of the Bank, of the partners in the
                        Borrower, each one in accordance with its share in the
                        Borrower, to secure the repayment of the Surplus Amounts
                        which had been transferred for utilization by the
                        Borrower should any of the events set forth in paragraph
                        13 of the Agreement take place, together with interest
                        at the same rate as that rate of interest which would be
                        applicable from time to time on the Loan under paragraph
                        4.01 of this Agreement at any time between the date of
                        the withdrawal of such Surplus Amounts and up to the
                        date of the actual depositing of such Surplus Amounts
                        together with the interest with respect thereto, into
                        the Trust Account and the mortgaging thereof under a
                        fixed and first ranking mortgage in favor of the Bank.

                        It is recorded that if only some of the guarantees and
                        securities which the Bank had requested to obtain are
                        delivered - the Surplus Amounts which the Borrower shall
                        be entitled to receive for its utilization shall be
                        limited in accordance with the guarantees and securities
                        as furnished to the Bank.


                                       15
<PAGE>

            If not all the conditions heretofore set out have been fulfilled,
            than all the amounts deposited in the Trust Account shall serve to
            secure the repayment of the amounts for which the Borrower is
            indebted in accordance with this Agreement.

11.   Representations, Declarations and Undertakings
      ----------------------------------------------

      11.01 The Borrower hereby declares in favor of the Bank as follows:

            (a)   The Borrower is a limited partnership which was duly
                  incorporated in accordance with the laws of the State of
                  Israel and registered under the provisions of the Partnership
                  Ordinance [New Version] 1975.

            (b)   The general partner of the Borrower is Ampal and the limited
                  partners in the Borrower are: Marinara Ltd., Bardilor Ltd.,
                  Hapoalim Properties (Shares) Ltd. and The Israel Mezzanine
                  Fund L. P. (hereinafter jointly called the "Partners").

                  The proportionate shares of each of the partners in the
                  Borrower are as follows: Ampal - 75.1%, Marinara Ltd. -
                  9.0996%, The Israel Mezzanine Fund L. P. - 7.45%, Bardilor -
                  0.91% and Hapoalim Properties (Shares) Ltd. - 7.45%.

                  The Partners are the registered and effective owners in their
                  own right (and not as a trustee for other persons and/or
                  another on behalf of other persons) with respect to their
                  entire interest in the Borrower.

            (c)   The Borrower duly enjoys all the authority powers and rights
                  to be the owner of all the assets of the partnership and to
                  manage its business as presently conducted.

            (d)   The Borrower is the owner of 11,000,000 cumulative and
                  participating preference shares having a par value of NIS 1.
                  each in the Mirs Company conferring upon it one third (1/3rd)
                  of the voting rights and of the capital of the Mirs Company.

            (e)   The Shares are clear of any debt, mortgage, claim or the
                  rights of third parties, save for a mortgage of the Shares
                  effected in favor of the Bank in accordance with this
                  Agreement and the rights granted to the remaining shareholders
                  of the Mirs Company in accordance with paragraphs X and XI of
                  the Shareholders Agreement.

            (f)   The Borrower is the owner of all the powers, authorities and
                  rights for the purpose of entering into a contractual
                  arrangement under this Agreement, and for the purpose of the
                  fulfillment of all the provisions thereof.


                                       16
<PAGE>

            (g)   The Borrower has obtained all such consents, authorities,
                  permissions and approvals as are required in connection with
                  its entering into the Agreement and for the purposes of the
                  fulfillment of the obligations of the Borrower in accordance
                  therewith, and there is no need to obtain any additional
                  consents, authorities, permissions, and approvals whatsoever.

            (h)   All the obligations of the Borrower under the Agreement are
                  lawful, abiding, valid and binding and are capable of
                  enforcement against the Borrower in accordance with the
                  provisions thereof.

            (i)   Entering into this Agreement by the Borrower and the
                  fulfillment of its obligations in accordance therewith do not
                  and will not: (1) breach any provisions whatsoever of law or
                  permission applicable to, or granted to the Borrower; (2)
                  cause the breach of any contract, document or obligation to
                  which the Borrower is a party; (3) be a breach or deviation
                  from any provision of the Partnership's founding agreement.

            (j)   The Borrower has not breached any contract or permission to
                  which it is a party or granted to it under any breach which is
                  likely to affect in an essential manner the capability of the
                  Borrower to fulfill its obligations in accordance with the
                  documents comprised within this Agreement.

            (k)   To the knowledge of the Borrower, no action, arbitration,
                  litigation or administrative processes are pending or are
                  afoot against the Borrower or against Motorola (in connection
                  with the Mirs operations) or against ACI or against the Mirs
                  Company which are capable of materially affecting the ability
                  of the Borrower to fulfill its obligations under this
                  Agreement.

            (l)   No occurrence or circumstance has occurred which constitutes,
                  or which may constitute in the course of time or after the
                  giving of notice or a warning, any of the events set forth in
                  paragraph 12.

            (m)   The Borrower has paid the sum of $ 112,000,000 (one hundred
                  and twelve million dollars) for its rights under the Purchase
                  Agreement (including the accompanying expenses), this amount
                  being financed inter alia with credit made available to the
                  Borrower under this Agreement and an identical sum which
                  is/will be made available to the Borrower through Leumi.

            (n)   Save for the mortgage of the 5,500,000 cumulative and
                  participating preference Shares numbered 22,000,001 to
                  27,500,000 and all the present and/or future rights and the
                  profits embodied in the Shares and their replacement, and the
                  amounts of the dividends with respect thereto, and the
                  mortgage of 50% of all payments to be made to the Borrower by
                  the Mirs Company and the mortgage of half of the rights of the
                  Borrower under the sale agreement which confers upon Leumi as
                  security for the parallel loan - 


                                       17
<PAGE>

                  there is no mortgage over the assets of the Borrower and its
                  rights (both present and future), either over all or part
                  thereof.

            (o)   The due dates for the repayment of the Parallel Loan are the
                  same as the due dates of the payments prescribed in this
                  Agreement.

      11.02 The representations contained in subparagraphs (a), (c), (f), (g),
            (h), (i) and (j) of paragraph 11.01 shall be considered as
            representations and declarations furnished on a continuous and
            continuing basis by the Borrower with effect from the date of entry
            into the Agreement and for as long as the Borrower is indebted to
            the Bank for any amount whatsoever in accordance with the provisions
            of the Agreement and as though they had been furnished with
            reference to facts and circumstances existing on a continuous and
            continuing basis as aforesaid.

      11.03 The Borrower undertakes in favor of the Bank that for as long as it
            shall owe any monies whatsoever under this Agreement:

            (a)   The Borrower shall obtain or shall procure that it obtains any
                  consent, authorization, permission or permit of any
                  governmental or public authority or of the court, as may be
                  likely to be required or to be appropriate from time to time
                  according to law, for the purpose of the complete fulfillment,
                  or the continued complete fulfillment of any obligation of the
                  Borrower under the Agreement. The Borrower shall ensure that
                  any such consent, authorization, permission or permit as
                  aforesaid shall continue to be fully valid and binding and it
                  shall fulfill all the conditions and provisions prescribed
                  therein.

            (b)   The Borrower shall procure the preparation of financial
                  reports of the Borrower and shall take steps to prepare
                  financial reports of the Mirs Company in accordance with
                  acceptable and customary accounting principles in Israel,
                  which shall be consistently applied with respect to each
                  financial year, and shall procure that such reports shall be
                  certified by a chartered public accountant. The Borrower shall
                  deliver a copy of such financial reports to the Bank as soon
                  as possible but not later than 180 days after the end of the
                  period to which the reports refer.

                  In addition the Borrower shall procure the preparation of a
                  quarterly balance sheet and a quarterly profit and loss
                  account relating both to it and to the Mirs Company, copies of
                  which shall be delivered to the Bank within 60 days of the end
                  of the period to which they refer.

            (c)   The Borrower shall furnish to the Bank such financial and
                  other information relating to the Borrower and to its
                  business, as shall be reasonably required by the Bank from
                  time to time.


                                       18
<PAGE>

            (d)   That it shall not effect the early repayment of the
                  Parallel Loan without offering to repay in similar fashion
                  the credit afforded to the Borrower in accordance with this
                  deed upon the same conditions on which the Borrower effects
                  the early repayment of the Parallel Loan and that should
                  the Bank accept such offer the Borrower shall
                  simultaneously effect the repayment of both the credit
                  afforded under this Agreement and the credit afforded in
                  accordance with the Parallel Loan in such a way that at all
                  times the ratio between the amounts which the Borrower had
                  repaid to Leumi relative to the unpaid balance of the
                  Parallel Loan shall be identical to the amounts that shall
                  have been paid to the Bank under this deed relative to the
                  unpaid balance due to the Bank in accordance with this
                  Agreement.

            (e)   The Borrower shall deliver to the Bank in each year its annual
                  business plan together with any amendments, to such plan
                  immediately upon approval thereof by the Mirs Company.

            (f)   The Borrow shall, upon the Bank's demand, sign any document
                  which in the opinion of the Bank it requires in order to
                  allow, from time to time, for the issue of mortgages for
                  which the Borrower is obligated in accordance with
                  paragraph 10.01 of this Agreement, including the
                  registration of a new fixed mortgage, from time to time, in
                  favor of the Bank upon any crediting of the Trust Account,
                  in order that half of any amount which is payable to it
                  from time to time by Motorola in accordance with the
                  Purchase Agreement and any amount which is payable to it
                  from time to time by the Mirs Company with respect to the
                  Shares, including those in the nature of a distribution of
                  profits to shareholders, as well as 50% of any payment of
                  management fees, consultancy fees, participation fees, use
                  charges, royalties or interest or otherwise which is
                  payable to it by the Mirs Company, as well as any monies
                  which shall have been deposited from time to time into the
                  Trust Account, shall be bonded in favor of the Bank under a
                  fixed first ranking mortgage for the repayment of the
                  amounts for which the Borrower is liable under this
                  Agreement.

            (g)   The Borrower undertakes to give notice to the Bank as to any
                  breach of the conditions of the Purchase Agreement on the part
                  of any party whatsoever to such Purchase Agreement immediately
                  upon its becoming aware of any such break.

            (h)   Neither the Assignment Agreement nor the rights of the
                  Borrower in accordance therewith shall be altered and/or
                  amended, either in whole or in part, nor assigned nor ceded in
                  favor of other persons without receipt of the prior written
                  consent of the Bank thereto.


                                       19
<PAGE>

            (i)   Neither the Purchase Agreement nor the rights of the Borrower
                  in accordance therewith shall be altered and/or amended,
                  either in whole or in part, nor assigned nor ceded in favor of
                  other persons without receipt of the prior written consent of
                  the Bank thereto.

            (j)   No act shall be performed which may prejudice and/or which may
                  be likely to prejudice the effectiveness of the mortgage over
                  the shares purchased, in favor of the Bank and the Borrower
                  shall take whatever action may be necessary for the purpose of
                  protecting the effective operation of the foregoing mortgage.

            (k)   The Borrower shall vote against any allotment of shares in the
                  Mirs Company other than:

                  (a)   An allotment of shares under which the value of the
                        Company exceeds $ 330,000,000.

                  (b)   The allocation of bonus share.

                  (c)   The allocation of shares to employees.

                  (d)   The allocation of shares to directors who are not
                        "parties at interest" in the Borrower.

                  (e)   A Public Offering.

      11.04 The Borrower undertakes in favor of the Bank that from the date of
            this Agreement and for as long as it shall owe any monies whatsoever
            to the Bank in accordance with this Agreement, without the prior
            written consent of the Bank:

            (a)   The Borrower shall not create, nor enable nor agree to the
                  creation of a mortgage over its obligations, its property,
                  its rights and its income, either present or future, other
                  than in favor of Leumi in pursuance of paragraph 11.01 (n)
                  heretofore and other than the pledge of further shares
                  which it may acquire in the Mirs Company, this being as
                  security for a further loan which may be granted to it for
                  such purpose.

            (b)   The Borrower shall not merge or combine with any other entity.

            (c)   The Borrower shall not engage in any activities which exceed
                  the bounds of the management of its investment in the Mirs
                  Company.


                                       20
<PAGE>

12.   Breaches: Events Constituting Grounds for Immediate Repayment
      -------------------------------------------------------------

      12.01 The Bank shall be entitled to insist upon the immediate repayment,
            forthwith upon demand by it, of the amounts due and which shall
            become due to the Bank by the Borrower (in whole or in part) under
            any one of the occurrences enumerated hereunder -

            (a)   The Borrower shall have failed to pay, on due date and in the
                  manner prescribed therefor in this Agreement, any amount
                  whatsoever which the Borrower is obliged to pay within the
                  context of this Agreement, and the aforesaid breach shall not
                  have been remedied within 15 (fifteen) days; or

            (b)   The Borrower shall have breached, or shall have prevented the
                  fulfillment of any of its obligations or undertakings
                  whatsoever which it had assumed in accordance with this
                  Agreement (except for the non payment of any amount whatsoever
                  on the due date thereof) and such breach shall not have been
                  remedied within 30 days from the date of the Bank's demand; or

            (c)   The Borrower shall have been required to effect the early
                  payment of an obligation which it owes to other creditors; or

            (d)   Any of the representations contained in this Agreement shall
                  have been proved to have been untrue in any material detail;
                  or

            (e)   Any of the consents, confirmations, permissions or permits
                  of or any registration whatsoever with, or any declaration
                  whatsoever to, any governmental authority or public body,
                  or judicial authority or otherwise, which the Borrower is
                  required to obtain or to be given, in order to approve, or
                  in connection with the signature, the execution, the issue,
                  the enforcement or exercise, of this Agreement or in
                  connection with the carry out of the obligations of the
                  Borrower under this Agreement or under the Purchase
                  Agreement - shall have been changed, shall not have been
                  granted, shall have been cancelled, shall have lapsed and
                  not have been renewed, or shall have ceased in any manner
                  whatsoever to be valid and which shall not have been
                  remedied within 30 days from the date of the Bank's demand;
                  or

            (f)   Any creditor whatsoever of the Borrower shall have imposed an
                  attachment in an amount in excess of $ 1,000,000 over, or
                  shall have seized, or shall have instituted any execution
                  proceedings whatsoever against, or any other action or
                  proceedings whatsoever in connection with, the assets of
                  the Borrower or any rights, income, obligations or any
                  property whatsoever of the Borrower and the aforesaid
                  proceedings shall not have been withdrawn within 60 days; or


                                       21
<PAGE>

            (g)   If the Borrower shall have ceased to repay its obligations
                  or shall have been unable to comply with its repayment
                  obligations, or shall have admitted its inability to repay
                  its obligations, or if the Borrower shall have commenced
                  contacts or negotiations with its creditors or any one of
                  them, with the intention of reaching an arrangement of its
                  debts or a rescheduling of its debts or of any part
                  thereof, or shall have reached an agreement as to an
                  arrangement or shall have in fact have entered into any
                  arrangement whatsoever in favor of a creditor or creditors
                  (whether generally or in connection with a particular class
                  of creditors) or if it shall have instituted any
                  proceedings whatsoever in relation to the Borrower under
                  any law, provision, regulation or other arrangement
                  relating to an arrangement of debts or rescheduling of
                  debts or any other similar such arrangement; or

            (h)   The Borrower shall have taken any action, or proceedings or
                  steps whatsoever in connection with:

                  1.    A declaration by it of insolvency or the cessation of
                        repayment; or

                  2.    The winding up or liquidation thereof; or

                  3.    The appointment of a liquidator, a receiver, a trustee,
                        manager or any similar such official, irrespective of
                        whether such appoint is provisional or final, in
                        connection with the Borrower with respect to any, or any
                        material part of, its assets, its obligations, its
                        rights or its income, as the case may be; or

            (i)   All or a material part of the obligations, property, assets,
                  rights, income, shares or any right of ownership and other
                  property of the Borrower shall have been seized, confiscated,
                  nationalized or removed from its ownership in accordance with
                  an order or directive of a competent authority; or

            (j)   Any change shall have taken place in the documents of
                  incorporation of the Mirs Company which are construed as
                  altering in any manner the rights conferred upon the Shares
                  other than changes effected on the eve of a Public Offering,
                  with respect to which 7 Business Days prior notice had been
                  given to the Bank; or

            (k)   Action had been instituted against the Borrower and/or against
                  the Mirs Company which materially adversely affects or which
                  raises a reasonable risk that it might materially adversely
                  affect the ability of the Borrower to effect the repayment of
                  the amounts for which it is obligated under this Agreement; or


                                       22
<PAGE>

            (l)   The Borrower had failed to furnish to the Bank periodical
                  financial reports, books of account or other supporting
                  documents in connection with the position of its business and
                  that of the Mirs Company as required under paragraph 11 of
                  this Agreement and this state of affairs had not been remedied
                  within 15 days from the date of the Bank's demand; or

            (m)   In the event of any one of the occurrences enumerated in this
                  paragraph having changed resulting from changes in the
                  partners in the Borrower if any security and/or any guarantee
                  had been furnished to the Bank as a condition of the release
                  of Surplus Amounts in accordance with the provisions of
                  paragraph 10.05 of the Agreement.

            (n)   The Purchase Agreement shall have been changed and/or altered,
                  either wholly or in part; or

            (o)   The Assignment Agreement shall have been changed and/or
                  altered, either wholly or in part; or

            (p)   The Mirs License, either wholly or a material part thereof,
                  shall have been cancelled and/or suspended and/or restricted
                  and/or lapsed and/or shall not have been renewed, in such
                  manner that the Mirs Company no longer enjoys an authority
                  from Ministry of Communication to operate the Mirs system
                  under an arrangement to the satisfaction of the Bank; or

            (q)   If in the opinion of the Bank any material obligation
                  whatsoever of the Borrower had been breached because of an
                  illegality, the absence of binding force or impossibility of
                  performance; or

            (r)   Ampal - America shall have ceased to be the owner either
                  directly or indirectly of not less than a 51% interest in
                  Ampal; or

            (s)   Ampal shall have ceased to be the owner of not less than a 51%
                  interest in the Borrower; or

            (t)   Ampal shall have ceased to be the general partner in the
                  Borrower; or

            (u)   The amount of sales by the Mirs Company and the net pre tax
                  profit of the Mirs Company shall have declined beyond the
                  amounts set forth hereunder:

                  For the years 1998 and 1999 - the amount of sales shall have
                  declined from $ 160,000,000 and the net pre tax profit shall
                  have declined from $ 3,000,000.


                                       23
<PAGE>

                  For the years 2000 and 2001 - the amount of sales shall have
                  declined from $ 120,000,000 and the net pre tax profit shall
                  have declined from $ 20,000,000.

                  For the years 2002 and 2003 - the amount of sales shall have
                  declined from $ 280,000,000 and the net pre tax profit shall
                  have declined from $ 70,000,000.

                  For the years 2004 and 2005 - the amount of sales shall have
                  declined from $ 300,000,000 and the net pre tax profit shall
                  have declined from $ 55,000,000; or

            (v)   In accordance with any audited annual financial report the
                  Mirs Company shall have sustained a loss (before tax) for two
                  consecutive years; or

            (w)   If the Borrower shall have been compelled to sell the Shares
                  under the provisions of paragraph 11.3 ("Bring Along") of the
                  Shareholders Agreement.

            (x)   The expiration or cancellation of the consent of the Trade
                  Restraints Director to the merger between ACI and Motorola.

      12.02 If the Bank insists on the immediate early repayment, in whole or in
            part, of the Loan, the Bank shall in addition be entitled to give
            notice to the Borrower and/or to a guarantor that:

            (a)   The Loan and all the additional sums due to the Bank under
                  this Agreement shall bear interest at the rate as prescribed
                  in paragraph 6 of this Agreement, as though such amounts had
                  not been paid on due date. Upon delivery of such notice the
                  interest shall be due for payment immediately or in accordance
                  with the provisions of such notice; and/or

            (b)   To realize the securities, either in whole or in part, which
                  were handed over to secure the amounts for which the Borrower
                  was obligated under this Agreement, in any manner permitted by
                  law.

13.   Illegality and an Alternative Basis
      -----------------------------------

      13.01 This Agreement is entered into according to the provisions of the
            law, the regulations and the monetary provisions which are in force
            as at the date of its being entered into and in accordance with the
            existing conditions in the international financial market. If for
            reasons which are not dependant on the Bank, the grant of the Loan
            and/or its continued funding shall be rendered unlawful or
            impossible, the Bank shall be entitled to give notice thereof to the
            Borrower, and the Borrower agrees that in such an event the unpaid
            balance of the Loan, together 


                                       24
<PAGE>

            with interest due thereon and any additional amount due to the Bank
            under this Agreement, shall be due for repayment within 30 days from
            the date of the giving of such notice as aforesaid, or upon the
            expiration of that interest period, whichever shall be the earlier.

      13.02 (a)   If at any time by reason of changes which affect the Inter
                  Bank Eurodollar market, the Bank is unable, for reasons
                  which are not dependent upon it and which are beyond its
                  control, to determine the Libor, or should it be itself
                  unable, for reasons which are not dependent on it, to fund
                  in United States dollars in relation to the Loan, then it
                  shall give notice thereof to the Borrower.

            (b)   The Bank shall in the circumstances set out in subparagraph
                  (a) propose to the Borrower an alternative basis for the
                  continuation of the provision of the Loan similar to that
                  given by the Bank at that time to its other preferred business
                  clients under similar transactions (hereinafter called the
                  "Alternative Basis"). Such an Alternative Basis would be
                  likely to include alternative interest periods in other
                  foreign currency, or different interest rates, taking into
                  consideration the unutilized balance of the Loan and the rate
                  of the Clearance. The Alternative Basis shall be binding on
                  the Borrower and shall be of full force in accordance with the
                  conditions thereof, with effect from the date upon which the
                  Bank had given such notice thereof to the Borrower.

            (c)   Should the Borrower decide that it does not desire to
                  continue to borrow the Loan or any part thereof, in
                  accordance with the Alternative Basis, then it shall give
                  notice thereof to the Bank within 10 days from the date of
                  receipt of the Bank's notice with respect to the
                  Alternative Basis. Upon giving the Borrower's notice as
                  aforesaid, the unpaid balance of the Loan shall become due
                  for immediate repayment, together with the full interest
                  which had accumulated and which is accumulating, at the
                  rate thereof during the course of the last interest period
                  in relation to which the rate of interest had been
                  determined taking heed of Libor.

14.   Attributing Payments
      --------------------

      Unless otherwise agreed between the Bank and the Borrower, all monies
      deposited by the Trustee and/or the Bank or which are received by it on
      behalf of the Borrower, shall be credited by the Bank on account of any
      amount due to the Bank by the Borrower under this Agreement, as set forth
      hereunder, without taking into account whether the Borrower or any third
      party may have requested that such monies be attributed for any other
      purpose, or in any other manner;


                                       25
<PAGE>

      (a)   Firstly, for payment to the Bank of all the costs and payments,
            including those which the Bank had borne for the purpose of the
            realization and enforcement of its rights under the Agreement or the
            Loan Documents.

      (b)   Secondly, for the payment of interest/arrears interest on the Loan.

      (c)   Thirdly, for the early repayment of amounts of the capital of the
            Loan, in reverse order to the date of repayment of any amount.

15.   Obligation of the Borrower to Give Notice
      -----------------------------------------

      The Borrower undertakes to give immediate notice to the Bank:

      (a)   Concerning any instance of a claim of a right relating to any
            security whatsoever which had been furnished or which is to be
            furnished to the Bank under this Agreement or in relation thereto.

      (b)   Concerning any of the events enumerated in paragraph 12 hereof.

      (c)   Concerning any change of address.

      (d)   Concerning any application which is filed against the Borrower or by
            the Borrower for the winding up of the Borrower, including the
            adoption of a resolution by the Borrower as to its voluntary winding
            up and/or a merger.

      (e)   Concerning any application for the appointment of a receiver over
            all the assets of the Borrower or over any part of such assets.

      (f)   In the event of any of the occurrences enumerated in subparagraphs
            (d) and (h) heretofore relating to any one of the partners in the
            Borrower, if such partner had furnished security and/or a guarantee
            under paragraph 10.05 of this Agreement, immediately upon the
            Borrower becoming aware thereof.

      (g)   Concerning any instance of a claim in relation to the right of use
            by the Mirs Company of a communication frequency which is being used
            by it or concerning any instance of the cancellation of its right of
            use of such frequencies.

      (h)   Concerning any instance of a material breach of any of the
            conditions of the Purchase Agreement or the Assignment Agreement.

      (i)   Concerning any instance of the cancellation (in whole or in part) of
            the Purchase Agreement or the Assignment Agreement.

      (j)   Concerning any instance of the cancellation of the Mirs Company
            License by the Ministry of Communications for the operation of the
            Mirs network.


                                       26
<PAGE>

16.   Compensation With Respect to an Amount Not Paid on Due Date
      -----------------------------------------------------------

      If for any reason whatsoever, the Loan or any part thereof or interest
      accumulating thereon shall be paid or raised (either by the Borrower or by
      any third party whatsoever) by virtue of a security or otherwise, on any
      day other than the appointed date of payment (other than under an early
      repayment pursuant to paragraph 8 of this Agreement), the Borrower shall
      pay to the Bank upon demand an amount which compensates the Bank for the
      loss sustained by it as a result of such payments which were borrowed in
      order to carry out and to finance the Loan and/or the continued grant
      thereof (including compensation with respect to loss of income), this
      being in relation to any amount repayable (including early repayment) or
      which is recoverable during the course of an interest period, and which
      had not been paid on the agreed date for such payment.

17.   Waivers
      -------

      Any delay in or refraining from the exercise by the Bank of any right,
      power, privilege or remedy under this Agreement or any of the Loan
      Documents shall not impair such right, power, privilege or remedy and
      shall not be deemed as being a waiver thereof and in addition its having
      done so on one occasion or partially with respect to any such right,
      power, privilege or remedy shall not preclude any other or further
      exercise of such power, right or remedy.

18.   Disclosure of Information
      -------------------------

      Any branch of the Bank which manages the Loan or any section thereof shall
      be entitled to disclose to the executive management of the Bank, as well
      as to the Bank of Israel, to the Comptroller of Banks, to the Comptroller
      of Foreign Currency or to any other person acting by virtue of the
      authority thereof, or to any other competent authority to which that
      branch or executive management of the Bank is subject, or to the executive
      management of the Bank in order that it shall convey to such competent
      authorities, particulars concerning the Borrower, concerning a surety or
      relating to the Loan, either upon the demand of such competent authorities
      or as the executive management of the Bank shall at its discretion deem
      fit.

19.   The Right of Transfer and Assignment
      ------------------------------------

      19.01 The Bank shall be entitled at any time, at its discretion and
            without requiring the consent of the Borrower, to transfer and/or
            assign its rights in connection with the Loan or under this
            Agreement, in whole or in part, including the securities which have
            been delivered or which shall be delivered in accordance with this
            Agreement, in whole or in part, to any financial or banking entity
            within the Bank Hapoalim Group, and any transferee shall be
            similarly entitled to transfer and/or to assign within the Bank
            Hapoalim Group the foregoing rights without requiring the additional
            consent of the Borrower. Any such transfer and/or assignment may be


                                       27
<PAGE>

            effected in such manner as the Bank or any subsequent transferor
            thereof shall deem fit.

      19.02 The Borrower shall not be entitled to transfer or to assign any
            right or obligation under this Agreement without obtaining the prior
            written consent of the Bank.

      19.03 In the event of the retirement of a limited partner of the Borrower,
            the Bank shall give consideration to the possibility of financing
            such partner's pro rata share of the Loan separately subject to the
            furnishing of suitable securities to the satisfaction of the Bank.

20. Conversion of the Loan to a Loan in Israeli Currency
    ----------------------------------------------------

      20.01 The Company shall be entitled at any time, at its absolute
            discretion, to convert the Loan in United States dollars to a loan
            in Israeli currency linked to the United States dollar and so forth,
            in such amount as shall be identical to the amount of all the
            payments due at such time on account of the Loan provided that the
            Borrower shall not as a result thereof incur any costs whatsoever.

            The consideration for such conversion shall be remitted to the
            credit of the Loan Account.

            If and when the Loan is converted to Israeli currency linked to the
            United States dollar, all the payments to the Bank under the
            Agreement shall be effected in Israeli currency, linked to the
            United States dollar, under which the linked shall be computed as
            follows:

            (a)   The "United States Dollar Rate" - the representative rate
                  of the United States dollar as shall be published from time
                  to time by the Bank of Israel, or should the Bank of Israel
                  cease temporarily or permanently to publish the rate as
                  aforesaid, any other official substituted rate in
                  replacement thereof, and in the absence of any such other
                  official substituted rate, the average of the exchange
                  rates (for transfers and drafts) for purchasing for sale of
                  the United States dollar in consideration for Israeli
                  currency, which shall be undertaken at the Bank Hapoalim
                  Ltd. at the relevant time.

            (b)   The "New Foreign Currency Rate" - the rate of the United
                  States dollar as shall be published on the actual date of
                  payment or on the date upon which the conversion of the Loan
                  as heretofore set out shall be effected, as the case may be.

            (c)   The "Base Foreign Currency Rate" - the rate of the United
                  States dollar as shall be published on the date upon which the
                  credit facilities are made available.


                                       28
<PAGE>

      20.02 If on the date of actual payment or on the date of effecting the
            conversion it shall be evident that the New Foreign Currency Rate
            had risen and/or had declined relative to the Base Foreign Currency
            Rate, the Borrower shall pay to the Bank the amount under which it
            increases or reduces, as the case may be, pro rata to the extent of
            such rise or decline in the New Foreign Currency Rate relative to
            the Base Rate.

      20.03 It is hereby recorded that for purposes of the conversion as
            heretofore referred to, the Borrower shall not be obliged to pay any
            exchange commission raised by the Bank at the time of purchase or
            sale of United States dollars; furthermore, the Bank shall bear the
            payment imposed on the purchase of United States dollars inasmuch as
            this may result from effecting the aforesaid conversions.

      20.04 It is hereby recorded that the rate of interest on the Loan shall
            not alter by reason of effecting the conversions heretofore referred
            to, but the interest shall be calculated on the basis of the number
            of days which shall have actually elapsed divided by 365.

      20.05 It is agreed by us [the Borrower] that for purposes of effecting the
            foregoing, the Bank shall be entitled to open, to the extent
            necessary, an account in Israeli currency or in foreign currency,
            according to the circumstances, in our [the Borrower's] name.

      20.06 Save for changes required in the foreign currency payment and in the
            calculation of the interest on the basis of 365 days in the year,
            all remaining provisions of the Agreement shall be applicable
            without alteration.

21.   Costs
      -----

      21.01 The Borrower shall pay to the Bank costs of $ 70,000 in connection
            with the preparation of the Loan Documents.

      21.02 The costs in connection with the preparation of the Loan Documents
            as well as stamp duty thereon, the registration of the securities
            and all the costs relating to the realization of the securities,
            including those incurred should the court be required to intervene,
            as well as the legal fees of the Bank's attorneys, shall be paid by
            the Borrower to the Bank immediately upon demand, together with
            arrears interest at the rate specified in paragraph 6 of this
            Agreement, from the date of its demand to the date of discharge
            thereof in full. Until such discharge in full, all the foregoing
            costs, together with interest thereon, shall be secured by the
            securities referred to in paragraph 10 hereof.


                                       29
<PAGE>

22.   Additional Provisions
      ---------------------

      22.01 The Borrower confirms that the Books of the Bank, its accounts and
            its records are trustworthy, shall be regarded as being correct and
            may be used as prima facie evidence against the Borrower with
            respect to all particulars thereof.

      22.02 The Borrower confirms that it has been given notice by the Bank in
            accordance with the Protection of Privacy Law 1981 as follows:

            (1)   All particulars which the Borrower has conveyed and/or which
                  are to be conveyed to the Bank may be used by the Bank as
                  acceptable in its current work in its absolute discretion.

            (2)   All particulars which the Borrower has conveyed and/or which
                  are to be conveyed to the Bank may be stored according to the
                  needs of the Bank in a data bank of the Bank and/or of any
                  person that supplies to the Bank from time to time computer,
                  data processing and information storage services, and the
                  Borrower confirms its consent to the foregoing.

      22.03 As may be demanded by the Bank from time to time, the Borrower shall
            make available to representatives of the Bank for perusal during
            ordinary business hours, any balance sheet, financial return,
            accounts ledger, cards, books and other supporting documents in
            connection with the financial position of the Borrower.

23.   The Authorized Representative
      -----------------------------

      The Borrower hereby agrees that until such time as the Bank shall have
      received a certified copy of a fresh resolution of the board of directors
      of Ampal confirming otherwise, for all purposes of the Agreement the
      signature of any two of the following three persons - Mr. Giora Bar Nir,
      Mr. Shlomo Meichor and Mr. Yehoshua Gleitman - shall bind the Borrower.

24.   Notices
      -------

      24.01 Any notice under this Agreement shall be in writing unless expressly
            otherwise stated, and may be effected also by telex or by means of
            dispatch by facsimile.

      24.02 Any notice or conveyance of a document which is effected or sent by
            one party to this Agreement to the other party shall be so effected
            or sent to that party at the address set forth hereunder (unless any
            party shall have given 15 days prior notice to the other of any
            change of address):


                                       30
<PAGE>

      (1)   If to the Borrower:

            Care of Ampal Industries (Israel) Ltd., 111 Arlozorov Street
            Tel Aviv

            Fax No. : 6952409

            Attention : Deputy Managing Director - Mr. Shlomo Meichor

            With a copy to Advocate Roni Peleg

            Fax No. 6952409.

      (2)   If to the Bank:

            43 Rothschild Boulevard

            Tel Aviv

            Attention : 1)    The Official in Charge of Credit, the Credit
                              Department

                        2)    Director, Food, Medicine, Trade and Concerns
                              Sector, Executive Management.

            Any notice to be sent to the foregoing address shall be considered
            to have been received on the day following the Business Day on which
            it was sent in the case of its having been sent by post, and if
            delivered by hand, on the day following the Business Day on which it
            was actually delivered.

25.   The Substantive Law and Place of Jurisdiction
      ---------------------------------------------

      (a)   This Loan Agreement and the suretyship shall be subject to the laws
            of the State of Israel, and shall be interpreted in accordance
            therewith.

      (b)   The place of jurisdiction for the purposes of this Agreement and the
            suretyship is determined as being the competent court in Tel Aviv -
            Jaffa.

26.   Indemnity
      ---------

      The Borrower hereby undertakes to indemnify the Bank against any loss or
      damage which may be occasioned to the Bank as a result of a judgment of a
      court and/or an order of a court which is granted for the payment of any
      amount whatsoever under this Agreement and with respect to which the
      currency for payment under such judgment or order as aforesaid is
      determined in a different currency from that of the Loan, as well as any
      loss


                                       31
<PAGE>

      which is likely to be occasioned as a result of any change whatsoever in
      the exchange rates of the currency of the Loan relative to the rate of
      exchange of the currency of the judgment, in any period between the date
      prescribed for the repayment of that amount under this Agreement and the
      date upon which such payment was actually effected. The foregoing
      undertaking to indemnify is a separate and independent obligation on the
      part of the Borrower and shall remain in full force without being affected
      by any waiver and/or concession which may have been granted to the
      Borrower from time to time and this obligation shall remain in place
      without prejudice to and/or derogating from its validity as a result of
      any such judgment or order as aforesaid.

27.   The Independence of the Provisions of the Agreement
      ---------------------------------------------------

      If at any time whatsoever any provision whatsoever of this Agreement shall
      become impossible of performance, unlawful or impossible of enforcement in
      any manner whatsoever pursuant to the laws of the State of Israel, such
      circumstance shall not affect or prejudice the performance, the legality
      or the enforcement of the remaining provisions of this Agreement.

In witness whereof the Borrower and the Bank have affixed their signature at the
place and on the date set forth at the head of this Agreement:


"signed"                stamp - Ampal Communications Limited Partnership
--------                        By means of the General Partner
Ampal Communications            Ampal Communications Holding Company Ltd.
Limited Partnership             

                                By means of Ampal Communications Holding
                                Company Ltd.

                                By 1)  Yehoshua Gleitman
                                   2)  Shlomo Shalo


"signed"
--------
Bank Hapoalim Ltd.

                                By 1)  Sarah Gani
                                   2)  Daganit Gabai


                                       32