Unassociated Document


     

    בנק לפיתוח התעשיה 

    
       

      
        February
          1, 2007

         

        To:
          E-Sim
          Ltd

        Jerusalem,

         

        Pursuant
          to your request, we hereby confirm that upon fulfillment of the following
          two
          conditions:

         

        	1.  	
                Actual
                  final and unconditional payment to the credit of your account with
                  our
                  Bank of the sum of US$ 594,059 (Five hundred and Ninety Four Thousand
                  and
                  Fifty Nine United States of America Dollars) (hereinafter- “the said sum”)
                  by not later then February 7, 2007(hereinafter- “the said date”)
                  and

              


         

        	2.  	
                Delivery
                  to us by not later than the said date of a resolution adopted and
                  approved
                  of by your Board of Directors undertaking to allocate and allot
                  to and in
                  the name of our Bank 495,833 Ordinary shares of your Company as
                  set out in
                  your letter to us dated June 14, 2006.

              


         

        we
          shall,
          immediately thereafter, hand over and deliver to you a notice signed by
          us and
          directed to the Registrar of Companies instructing him to cancel all the
          Pledges
          and Charges created by your Company in our bank’s favour including these Pledges
          and Charges created under the Debenture dated November 30, 2000 and registered
          as Pledge no.8 with the Registrar of Companies and the Additional Debenture
          dated February 24, 2004 registered as Pledge no.14 with the Registrar of
          Companies.

         

        We
          furthermore undertake that the purchase price of the shares referred to
          in
          clause 2 above amounting to the sum of US$486,049 will upon the registration
          of
          the aforesaid shares in the name of our Bank and delivery of the share
          script to
          our Bank, be set-off against the utilized credit. 

         

        Payment
          of the said sum shall be effected to our account with Bank Otzar Hachayal
          as per
          the following details:

         

        Bank
          Code: 14

        Branch
          no: 357

        Our
          account no: 47362

        Swift
          Code: OTSHILIT

        For
          the
          Credit of account no. 217248 in the in the name of E-Sim Ltd.

        


        In
          the
          even of the said sum not having been paid by the said date or the Board
          of
          Directors’ resolution not have been delivered, both in the manner set out
          hereinabove, then this confirmation shall have no effect and be cancelled
          automatically. 

        


        Upon
          the
          fulfillment of the above two conditions, we hereby confirm that we will
          have no
          further claims and/or demands against your company concerning your account
          (No.
          217248) at out bank and the said account will be closed. 

        


        Yours
          Sincerely, 

        


        Industrial
          Development Bank of Israel Ltd.