EXHIBIT 10.1
                                                                    ------------

                                    AGREEMENT

     DRAWN UP AND SIGNED IN ____________ ON DAY _______ OF NOVEMBER 2001.

BETWEEN

ILAN GAT ENGINEERS LTD.
of 21, Yagia Capayyim, Kiryat Arye, Petah Tikva
(hereinafter: "THE OWNERS")                                   OF THE FIRST PART;

AND

NESS B.S.G. L.T.D.
of _______________________________________
(hereinafter: "THE COMPANY")                                 OF THE SECOND PART;

AND

PRECISE SOFTWARE SOLUTIONS LTD.
of 10, Ta'asiyya Street, Or Yehuda
(hereinafter: "THE SUBSTITUTE LESSEE")

WHEREAS:          and according to the lease agreement (hereinafter "THE LEASE
                  AGREEMENT"), the Company leased from the owners an area of 158
                  square meters on the ground floor and a storage area of 25
                  square meters in the basement parking area (-1) of the
                  building known as lot 70 in block 6226 at 10, Ta'asiyya
                  Street, Or Yehuda and known as "Beit Kinneret" (hereinafter:
                  "THE LEASED PROPERTY", "THE STORAGE AREA", AND "THE
                  BUILDING").

AND WHEREAS:      the Company wishes to assign and transfer all the rights and
                  obligations under the leasing agreement to the substitute
                  lessee, and the substitute lessee wishes to step into the
                  shoes of the Company and undertakes to fulfill all the
                  obligations of the Company towards the owners and to pay all
                  the Company's debts to the owners and to have entitlement to
                  all the rights granted to the Company under the terms of the
                  lease agreement, and all to begin from the date determined in
                  the definition below.

AND WHEREAS:      the owners have given their consent to the assignation and the
                  transfer of the rights and obligations of the Company to the
                  substitute lessee under the terms of the lease agreement.

NOW THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

1.          The preamble to this agreement constitutes an integral part thereof.

2.          From August 21, 2001 (hereinafter: "the determining date") the
            substitute lessee undertakes to fulfill all the obligations of the
            Company towards the owners and to pay all the Company's debts to the
            owners and to have entitlement, beginning from the determining date,
            to all the rights granted to the Company, and all according to the
            terms of the lease agreement and as stated in this agreement.
            Notwithstanding the above, from August 21, 2001 until November 5,
            2001, for a period of two and one half months only, the Company
            undertakes to pay in the substitute lessee's stead the monthly rent
            and management fees for the leased property and the storage area,
            and payments and expenses to the Municipality, to the Electric
            Company, and for the central heating to the leased property and the
            storage area.
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3.          Until the determining date, the Company will be entirely responsible
            for the leased property agreement and from that date the
            responsibility for the leased property agreement will be that of the
            substitute lessee.

4.          The owners will return to the Company the bank guarantee deposited
            with them by the Company under the terms of clause 17 of the leased
            property agreement (hereinafter: "the first guarantee") when a new
            guarantee has been given by the substitute lessee and on condition
            that the Company has paid to the owners all the sums it is obligated
            to pay to the owners until November 5, 2001 (hereinafter: "the new
            guarantee"). The substitute lessee undertakes to prepare and provide
            the new guarantee, identical to the first guarantee, mutatis
            mutandis, closely following the date of signature of this agreement.

5.          The terms of the leased property agreement will be binding on the
            substitute lessee from the determining date, conditional on the
            following amendments:

            a.        Clause 3.1 - The words "for a period of 5 years from the
                      beginning from the date set out in clause 6 of this
                      agreement" will be deleted and in their place will be
                      written "beginning from November 5, 2001 and until January
                      14, 2005".

            b.        Clause 6.1 - Deleted

            c.        Clause 7.3 - Deleted and in its place will be written:
                      "The rent will be paid in advance for each period of 3
                      months on the third day of the first month of each period
                      of the said 3 months, beginning from November 3, 2001.

            d.        Clause 9 - Deleted

            e.        Clause 10.2 -the words "Subject to the provisions of
                      clause 9.7 above". After the words "subject to fair wear
                      and tear" the words "not including damage caused by the
                      lessee and/or any person(s) acting on his behalf" will be
                      added.

            f.        Clause 13 - In the first line, after the words "the lessee
                      will be responsible for" the words "insofar as such
                      responsibility is his according to any law". In the ninth
                      line the words "to indemnify" will be deleted. In the last
                      line, after the words "the lessor" the words "and/or his
                      employees and/or any person(s) acting on his behalf and/or
                      the management company" will be added.

            g.        Clause 14.6 - Third line - After the words "known or
                      unknown" will be written "except in the event of an act
                      and/or omission of the lessor and/or any person(s) acting
                      on his behalf arising from negligence or malice
                      aforethought".

            h.        Clause 17.1 - At the end, will be added "The lessor will
                      be entitled to enforce the bank guarantee after giving the
                      lessee 30 days written warning in advance to remedy the
                      breach, and on condition that the breach has not been
                      remedied.

                                                 /s/ Dror Elkayam
/s/ [Illegible]         /s/ [Illegible]          /s/ Aki Ratner
---------------------  ------------------------  -------------------------
NESS B.S.G LTD.        Ilan Gat Engineers Ltd.   Precise Software Solutions Ltd.
<PAGE>
                            LEASED PROPERTY AGREEMENT

     drawn up and signed in Or Yehuda on day 1 of February 2001.
                            ----------       --

BETWEEN:             ILAN GAT ENGINEERS LTD. PUBLIC COMPANY 52-003912-4
                     of 21, Yagiya Capayyim, Kiryat Arye, Petah Tikva
                     (hereinafter: "the lessor")
                                                               OF THE FIRST PART


AND                  NESS B.S.G. L.T.D. PUBLIC COMPANY 52-0040114
                     of 10, Ta'asiyya Street, Or Yehuda.
                     By Anders Richter and Leah Eted
                     (hereinafter: "the lessee")
                                                              OF THE SECOND PART

WHEREAS:             the lessor has the rights to a part of the building on lot
                     70 of block 6226 and is at 10, Ta'asiyya Street in Or
                     Yehuda (HEREINAFTER: "THE BUILDING"), and of the leased
                     property as described below, the lessor declares that there
                     is nothing in law preventing him from leasing the leased
                     property and that nothing is preventing him from making use
                     of the leased property according to the objectives of the
                     lease, under the terms of the _________on the building, and
                     that he has the sole right of ownership of the leased
                     property and entitled to lease the leased property to the
                     lessee.

AND WHEREAS:         the lessor wants to lease to the lessee the leased property
"appendix A"         outlined in red on the plans attached to this agreement as
                     appendix A on the ground floor and in the east fore-section
                     of the building, with an overall area of 158 square meters
                     and an additional 25 square meter storage area on the
                     basement parking floor -1 (HEREINAFTER: "THE LEASED
                     PROPERTY"), the leased property [to be] that of an
                     unprotected lease (HEREINAFTER: "THE LEASE"), for a period,
                     for a consideration, for a purpose, and subject to the
                     terms and conditions detailed in this agreement below.

AND WHEREAS:         the lessee has inspected the leased property and found it
                     suitable for his needs.

AND WHEREAS:         the lessee wants to lease the leased property from the
                     lessor under these conditions.

THEREFORE:           in consideration of the mutual undertakings of the parties
                     to this agreement, it has been agreed, declared, and
                     stipulated by them as follows:

1.                   PREAMBLE, APPENDIXES, AND HEADINGS

                     1.1    The preamble to this agreement and the declarations
                            of the parties to it form an integral part thereof.

                     1.2    The appendixes attached to this agreement form an
                            integral part thereof.

                     1.3    The clause headings in this agreement are intended
                            for ease of orientation. They do not form a part of
                            this agreement and are not to be used for
                            interpretation.
<PAGE>
2.         DEFINITIONS:

           "CPI INDEX" - Index of consumer prices in the USA (C.P.I.)
           "THE DOLLAR" - To be understood as the US dollar
           "THE REPRESENTATIVE RATE" - The representative rate of the dollar
           published on the day of any payment under the terms of this
           agreement, and in any event, not less than a rate of NIS 4.1 to the
           dollar. If a payment is not made on the day it should have been made,
           the sum paid shall be calculated according to the highest rate
           published during the period the payment was delayed.
           "THE BANK" - The Israel Discount Bank Ltd.
           "ARREARS INTEREST" - Daily interest at the maximum rate applied by
           the bank to current debitory accounts that have exceeded their
           overdraft limit.

3.         THE LEASE

           3.1       The lessor hereby leases the leased property to the lessee
                     and the lessee hereby leases the leased property from the
                     lessor for a period of 5 years beginning from the date set
                     out in clause 6 of this agreement.

           3.2       The lessee has an option to extend the period of the lease
                     by 5 additional periods of one year each (hereinafter: the
                     period of the first, second, third, fourth, fifth option or
                     "the option period", depending on the circumstances).

           3.3       A condition for exercising the said option is the
                     fulfillment of the lessees obligations, in their entirety,
                     under the terms of this agreement. Each of the above option
                     periods will be exercised automatically unless the lessor
                     shall receive no later than 60 days before expiry of the
                     option or period of the previous option, depending on the
                     circumstances,, written notification from the lessee that
                     he has no interest in availing himself of the option
                     period. If the lessee does not notify the lessor that he
                     does not want to exercise the said option, the lessor shall
                     deliver to the lessor a bank guarantee or a confirmation
                     that the period of the bank guarantee has been extended and
                     this not later than 60 days prior to the expiry of the
                     period of the lease or period of the previous option,
                     depending on the circumstances.

           3.4       The terms of this agreement, MUTATIS MUTANDIS, will apply
                     to the option period.

           3.5

                     3.5.1     The lessee will not be entitled to terminate the
                               lease under the terms of this contract before the
                               end of the period of the lease. If the lessee
                               cease to make use of the leased property or if he
                               vacates it prior to the end of the period of the
                               lease, this will not free the lessee from
                               fulfilling all or any of his obligations under
                               the terms of this agreement.

                     3.5.2     Notwithstanding the above, the lessee will be
                               entitled to terminate the lease by giving at
                               least 3 months notice in writing in any of the
                               following circumstances:

                               3.5.2.1    The lessee will find a substitute
                                          lessee acceptable to the lessor who
                                          will agree to lease the leased
<PAGE>
                                          property at least until the end of the
                                          period of the lease under the terms of
                                          this agreement and at a rent not less
                                          than the rent in this agreement and
                                          the lessor shall not refuse the
                                          substitute lessee without reasonable
                                          cause.

                               3.5.2.2    The lessee will pay the lessor a sum
                                          in New Israeli Sheqels equal to the
                                          rent for the last month before he left
                                          the leased property multiplied by
                                          three and with the addition of V.A.T.

           3.6       The lessee declares and confirms that he has seen and
                     inspected the building and the leased property and the
                     surrounding area, and found all the above suitable for his
                     purposes, and he hereby waives any right to make any claim
                     in respect of unsuitability or any other claim in respect
                     of the building and/or in respect of the leased property,
                     with the exception of a claim in respect of concealed
                     damage and/or unsuitability.

4.         INAPPLICABILITY OF TENANT PROTECTION LAWS

           The lessee declares and undertakes and hereby confirms that he knows
           that the property is a new building whose construction was completed
           after August 20, 1968, and that on August 20, 1968 there was no
           tenant with rights to the leased property, and that clauses 14 - 19
           of the Tenant Protection Law (Consolidated Version) 1972, under the
           terms of this contract, apply to the lease.

5.         PURPOSE OF THE LEASE

           The lessee hereby leases the leased property for commercial purposes
           in the hi-tech field and hereby undertakes not to make any use of the
           leased property or any part thereof for any other purpose whatsoever,
           unless the prior, written consent of the lessor has been obtained.
           The lessor will not refuse to give his consent as above without
           reasonable cause.

6.         ALTERATIONS AND ADDITIONS

           6.1       The leased property will be transferred to the lessee at a
                     level of completion according to the specification attached
                     to this agreement as appendix B that constitutes an
                     integral part thereof, and according to the plan, approved
                     by the lessor, of an architect employed on behalf of the
                     lessee. The work shall be completed by the lessor according
                     to the plan within 30 days from the date of signing of this
                     agreement. The lessor will be entitled to bring forward the
                     date of transfer of the property by giving 4 days prior
                     notice. In respect of alterations to this specification and
                     this plan or alterations made after the work has been
                     carried out by the lessor in order to make the leased
                     property suitable for the lessee, the lessee will pay the
                     lessee on the basis of cost + 15% before the leased
                     property is transferred to the lessee. The aforementioned
                     alterations will entitle the lessor to extend the period
                     necessary for completion of the work, at the lessor's
                     discretion. In order to remove doubt, the above will not
                     apply to the storage area that is to be completed according
                     to the letter attached as appendix C to the contract that
                     constitutes an integral part thereof. In order to remove
                     doubt, adherence to the timetable by both parties is an
                     essential condition of this agreement. However, a delay of
                     7 days in transferring the leased property to the lessee
                     will not constitute a basic breach of the contract by the
                     lessor, and the lessee will pay rent only from the actual
                     date of transfer of the property, unless the delay in
                     transfer was caused by the failure of the lessee to provide
                     the lessor with plans in time.
<PAGE>
           6.2       The lessee will be entitled to make alterations and
                     additions to the leased property as long as no damage is
                     caused to the front of the building and if and only if
                     plans for such have been approved by the lessor - if
                     approved - in writing and in advance, and in conformity
                     with the existing framework of the building and existing
                     systems, and subject to the obtaining of a building permit
                     if such is required. The lessor will not refuse permission
                     for the carrying out of the alterations and additions to
                     the leased property without reasonable grounds.

7.         RENT

           7.1       In return for the lessor carrying out all his obligations
                     under the terms of this agreement, the lessee will pay to
                     the lessor monthly rent as follows:

                     7.1.1     In the first year of the lease, the lessee will
                               pay the lessor a monthly rent in New Israeli
                               Sheqels equivalent to US$3,094 at the
                               representative rate and with the addition of VAT
                               as required by law.

                     7.1.2     In the second, third, fourth years of the lease,
                               the lessee will pay the lessor a monthly rent
                               equal to the rent on the last month of the
                               previous year of the lease at the representative
                               rate, with the addition of a percentage equal to
                               the rate of increase in the CPI in the previous
                               year of the lease, and with the addition of VAT
                               as required by law.

                     7.1.3     For the period of the first option (the sixth
                               year of the lease), the lessee will pay the
                               lessor a monthly rent equal to the rent on the
                               last month of the fifth year of the lease with
                               the addition of a percentage equal to the rate of
                               increase in the CPI in the fourth year of the
                               lease, and with the addition of VAT as required
                               by law.

                     7.14      For the period of the second option (the seventh
                               year of the lease), the lessee will pay the
                               lessor a monthly rent equal to the rent on the
                               last month of the sixth year of the lease with
                               the addition of a percentage equal to the rate of
                               increase in the CPI in the fifth year of the
                               lease, and with the addition of VAT as required
                               by law.

                     7.15      For the period of the third option (the eighth
                               year of the lease), the lessee will pay the
                               lessor a monthly rent equal to the rent on the
                               last month of the seventh year of the lease with
                               the addition of a percentage equal to the rate of
                               increase in the CPI in the sixth year of the
                               lease, with an addition of 5%, and with the
                               addition of VAT as required by law.

                     7.16      For the period of the fourth option (the ninth
                               year of the lease), the lessee will pay the
                               lessor a monthly rent equal to the rent on the
                               last month of the eighth year of the lease with
                               the addition of a percentage equal to the rate of
                               increase in the CPI in the seventh year of the
                               lease, and with the addition of VAT as required
                               by law.
<PAGE>
                     7.17      For the period of the fifth option (the tenth
                               year of the lease), the lessee will pay the
                               lessor a monthly rent equal to the rent on the
                               last month of the ninth year of the lease with
                               the addition of a percentage equal to the rate of
                               increase in the CPI in the eighth year of the
                               lease, and with the addition of VAT as required
                               by law.

           7.2       The aforementioned rent that must be paid under the terms
                     of this agreement (including VAT) will be called above and
                     below in this agreement - "THE RENT".

           7.3       The rent will be paid as follows: When this agreement is
                     signed, the lessee will pay rent for three months in
                     advance with a check dated March 1, 2001. The remainder of
                     the rent will be paid in advance for each period of three
                     months on the first day of the first month of every
                     aforementioned period of three months.

           7.4       The rent will be paid by check in favor of the lessor or by
                     bank transfer to his account number XXXXXXX in Bank
                     Benleumi (Kiryat Aryeh branch) or to any other account that
                     the lessor will notify the lessee of in writing. It is to
                     be clearly understood by this that the rent will be
                     considered paid in the event of a bank transfer only after
                     the above bank account has actually been credited according
                     to the value on the transfer day.

           7.5       If any date for payment of rent as stated in this clause
                     falls on a day that is not a working day, the date of
                     payment will be postponed (and every matter or debit
                     connected with it) to the next following working day after
                     the same date.

           7.6       Without derogating from any other redress available to the
                     lessor under this agreement or in law, in respect of any
                     delay of more than seven days in payment of rent, arrears
                     interest will be added.

           7.7       A breach of this clause will be considered a fundamental
                     breach of the agreement. As a clarification, a delay of up
                     to 7 days in payment of rent will not be considered a
                     fundamental during the period of the lease and during the
                     period of the option if it is exercised.

8.         OTHER PAYMENTS TO BE MADE BY THE LESSEE

           8.1       All municipal and government taxes, fees, property taxes,
                     and charges (hereinafter: "the taxes") imposed on the
                     tenants of the leased property for the period of the lease,
                     will be the responsibility of the lessee and will be paid
                     by him, on the legal date when they fall due to the
                     authorities, from the date of actual tenancy of the leased
                     property.

           8.2       The lessee undertakes, for the duration of the lease, to
                     bear all the costs and expenses for the supply of
                     electricity, water, and air conditioning to the leased
                     property, and all the expenses of all telephone lines that
                     will be installed by the lessor and the use of them. The
                     lessee undertakes to transfer the water, property tax, and
                     electricity accounts into his name from the date the lease
                     begins and to produce proof of this to the lessor and the
                     management company.
<PAGE>
           8.3       All the taxes and payments that will fall due to the
                     municipality and/or to the government and/or to any other
                     body in respect of the lessee's business in the leased
                     property, including business tax, signs tax, fees, and
                     licenses, will be the responsibility of the lessee and will
                     be paid by him.

           8.4       If a payment is made for a complete year and only part of
                     that year is in the period for which the lessee is
                     responsible and/or for an area that includes areas in
                     addition to the area of the leased property, the lessee
                     will pay the lessor a part of the said payment proportional
                     to the part of the period and/or part of the liability in
                     respect of the leased property.

           8.5       The lessee will sign a management contract with the
                     building's management company. Management fees will be the
                     responsibility of the lessee and will be paid by him to the
                     management company.

           8.6       The lessor will be entitled, but not obligated, to pay to
                     make any payment that, under the terms of this agreement,
                     should be paid by the lessee, after he has notified the
                     lessee in writing to make the payment and the lessee has
                     not done so within 7 days of the demand. In such an event,
                     the lessee will be obliged to return to the lessor any sum
                     paid by him as stated, within 7 days of the lessor's first
                     demand with the addition of linkage differentials and
                     interest.

           8.7       The lessee undertakes to present to the lessor, from time
                     to time as demanded by the lessor, [and] not later than 14
                     days after receiving the demand of the lessor as above, all
                     the receipts and authorizations to prove that the payments
                     for which he is responsible according to the agreement
                     have, in fact, been made.

           8.8       The stamp duty payable on this agreement will be shared
                     equally by the parties.

9.         ADDITIONS AND ALTERATIONS

           9.1       The lessee undertakes to provide the lessor with the
                     proposed planning that will include the internal finishing
                     that he wants to apply to the leased property, according to
                     the technical specification that he wants to carry out in
                     the leased property and all additions and alterations that
                     he wants to carry out in the finishing (hereinafter:
                     "additions and alterations"). The proposed planning will be
                     presented within 30 days from the date this contract is
                     signed.

           9.2       The lessor will be entitled to refuse to carry out all or
                     any of the additions and alterations requested if he can
                     show reasonable cause.

           9.3       The lessor will complete the internal finishing in the
                     leased property according to the technical specification
                     within 30 days of the date this agreement is signed. The
                     finishing according to the technical specification is
                     included in the rent.

10.        MAINTENANCE OF THE LEASED PROPERTY DURING THE PERIOD OF THE LEASE

           10.1      The lessee undertakes not to mortgage or pledge in any way
                     whatsoever for the benefit of any other person, agent, or
                     body, the agreement or his rights under it or the lease or
                     part of it. The lessee undertakes not to grant or transfer
                     the leased
<PAGE>
                     property or part of it to any other person or persons in
                     any way whatsoever and not to lease the leased property or
                     part of it on a sub-lease unless he has obtained the prior,
                     written consent of the lessor. A breach of this clause will
                     constitute a fundamental breach of the agreement, all
                     subject to the terms of clause 3.5.2 above. Notwithstanding
                     the above, the lessor will be entitled to allow any company
                     connected with him to use the leased property concurrently
                     with the lessee without derogating from the obligations and
                     responsibilities of the lessee according to this agreement.

           10.2      Subject to the terms of clause ______________ above, the
                     lessee undertakes to maintain the leased property in good
                     and sound condition and to abstain from causing damage or
                     impairment to it or to any of its fittings and to be
                     responsible for the immediate repair at his expense of all
                     damage caused to the leased property by him and/or by his
                     visitors and/or his clients and/or workers and /or by
                     anyone entering the leased property except for fair wear
                     and tear. The lessee will return the leased property to the
                     lessor at the end of the lease in the condition that it was
                     given to him by the lease, subject to normal wear and tear
                     resulting from the lessee's reasonable use of the leased
                     property.

           10.3      Subject to the terms of clause 6 above, the lessee
                     undertakes not to carry out any internal and/or external
                     alteration to the leased property and not to add any
                     addition and not to destroy any part of the leased property
                     and/or any of its fittings without receiving the prior,
                     written consent of the lessor. The lessor will not object
                     to alterations the lessee will carry out only if they have
                     been authorized by the authorities and also on condition
                     that the leased property will be restored to its original
                     condition by the lessee at the end of period of the lease.
                     The lessor will be entitled to prevent the carrying out of
                     any of the above, and to remove any alteration or addition
                     that has been made contrary to the terms of this clause. A
                     breach of this clause by the lessee will give the lessor
                     the right, in addition to any redress that he may be
                     entitled to by law, to cancel the agreement by giving 14
                     days prior, written notice, and in such an event, the
                     lessor will have the right, if he chooses to exercise that
                     right, that all the additions, the repairs, and the
                     alterations that were done in breach of the agreement will
                     become the property of the lessor without his having any
                     obligation to pay for them.

           10.4      The lessor has agreed to the lessee's request to make
                     alterations to the leased property that have been carried
                     out by the lessor. The lessee must return the leased
                     property to the lessor at the end of the period of the
                     lease as it was after the completion of the supplementary
                     work carried out by the lessor. If the lessee makes
                     alterations to the leased property in addition to those
                     alterations made by the lessor at the request of the
                     lessee, the additional alterations will pass into the
                     ownership of the lessor at the end of the period of the
                     lease, and the lessee will not be able to demand and/or
                     receive compensation or payment for them, including
                     equipment such as: air conditioners, with the exception of
                     portable air conditioners and electrical lighting that will
                     remain the property of the lessee. To remove doubt, it is
                     hereby made clear that the aforesaid does not apply to the
                     lessee's equipment and furnishings that are not permanently
                     fixed to the leased property.
<PAGE>
           10.5      The lessee undertakes to allow the lessor and/or his legal
                     representative access to the leased property at any
                     reasonable time to inspect the state of the leased property
                     and also to carry out repairs or works, coordinated in
                     advance with the lessee. Works and repairs to the leased
                     property will be carried out within the working hours of
                     the business and in a manner that will not interfere with
                     the conduct of the lessee's normal business in the leased
                     property, and only if after the works or alterations have
                     been done any damage caused to the leased property will be
                     repaired and the leased property will be restored as
                     quickly as possible and as far as possible to its previous
                     condition.

           10.6      The lessee undertakes to abide by and keep every law,
                     statute, decree, or auxiliary law relating to the leased
                     property or to its tenancy or the use of it, and not to do
                     anything or allow anything to be done in the leased
                     property or in relation to it that might cause a nuisance
                     or a hindrance or might cause injury or inconvenience to
                     the lessor or to the building or to the tenants or to other
                     users or to visitors to the building, and this without
                     derogating from the lessee's right to make any reasonable
                     use of the leased property.

           10.7      The lessee undertakes to compensate and recompense the
                     lessor for all damage or expense caused to the lessor as
                     result of a civil or criminal claim against the lessor, and
                     in respect of his need to defend himself against such a
                     claim - as long as the said claim derives from failure to
                     perform or breach of the lessee's obligations under the
                     agreement, and only if the lessor notifies the lessee in
                     advance of any such proposal or demand and gives the lessee
                     the opportunity to defend himself against them. As
                     clarification, nothing in the terms of this clause affects
                     the lessor's legal right to resort to a third party with a
                     demand for compensation for said damage.

11.        PAYMENT ARREARS

           11.1      If the lessee is in arrears of more than 7 days with
                     payment of any sum that he is due to pay to the lessor
                     according to this agreement, the lessee will pay the lessor
                     on the sum that is in arrears, index linkage differentials
                     and interest at a rate that Bank Hapoalim Ltd. applies at
                     that time to index-linked loans with an addition of 10% per
                     annum, calculated from the day the lessee was due to pay
                     the sum that is in arrears until the day that he actually
                     paid it.

           11.2      The payment of the linkage differentials and interest or
                     payment of the arrears, according to clause 11.2 above,
                     will not derogate from the lessor's right to any other
                     remedy determined in this agreement or in law that arises
                     from a breach of the agreement through payment arrears. The
                     receipt of said linkage differentials and interest will not
                     be construed as a waiver by the lease of any other remedy
                     as above.

12.        REGISTRATION, LICENSES , AND SIGNS

           12.1      The lessee is responsible for conducting his business in
                     accordance with the licenses required by any municipal,
                     government, or other authority, according to circumstances,
                     and he is responsible for obtaining all the licenses and
                     permits issued by the bodies authorized to do so required
                     for the conducting of his business in the leased property.
                     The lessee's failure to obtain said licenses or part of
                     them will not be a justification or grounds for the lessee
                     to cancel this agreement. The lessor undertakes to sign as
                     a applicant on any document required by any body or
                     authority for the granting of a license as above.
<PAGE>
           12.2      The lessee will be entitled to display signs in the place
                     and in the manner designated by the lessor, and only after
                     he has obtained the lessor's approval. The lessor will not
                     refuse the lessee's request to erect signs without
                     reasonable cause. The signs will be erected by the lessee
                     and at his expense. A large sign will be erected outside
                     the entrance to the building, an additional sign will be
                     erected inside the entrance floor of the building and an
                     additional sign at the entrance to the office. All the
                     signs will be erected at the lessee's expense and he will
                     pay his proportion of their cost.

13.        THE LESSEE'S RESPONSIBILITY

           The lessee will be responsible for all damage of whatsoever kind
           caused to the leased property and/or to the building and or to the
           lessor and/or to any third party on the leased property and/or in the
           building arising from the lessee's actions and or omissions,
           including the acts and omissions of his workers, guests, clients, and
           person(s) acting on his behalf and/or as a result of his conducting
           business on the leased property, with the exception of damage and
           wear and tear during reasonable use.

           The lessor will not bear any responsibility whatsoever or be under
           any financial obligation whatsoever for any personal injury and/or
           loss and/or property damage whatsoever caused to the lessee and/or to
           his workers and/or to his clients and/or to his visitors and/or to
           any other person on the leased property and the lessee takes full
           responsibility for all damage of this sort and undertakes to
           compensate and indemnify the lessor against all damages that he is
           liable to be obliged to pay or is forced to pay as a result of such
           injury and against all expense that the lease incurs in connection
           with the above injury unless in the event of an act or omission of
           the lessor resulting from negligence or malice.

14.        INSURANCE

           14.1      Without derogating from the lessee's responsibility, as
                     stated in clause 13 above, the lessee undertakes to insure
                     the leased property with building insurance, the contents
                     of the leased property, and his business, at full and
                     realistic value, at his own expense and on behalf of the
                     lessor, the value of the insurance to be updated from time
                     to time as necessary, and [to insure] against all known,
                     acceptable, and customary possible risks with a registered
                     insurance company of good standing. Without derogating from
                     the generality of the above, the lessee hereby undertakes
                     to insure the leased property and its contents against fire
                     risk, burglary, theft, forced entry, loss, glass breakage,
                     flood, mechanical breakdown, and water damage of all kinds
                     - all at replacement value.

           14.2      The lessee hereby undertakes to insure, at his own expense,
                     the activities on the leased property under a third party
                     insurance policy (body) and a third party insurance policy
                     (property).

           14.3      The lessee hereby undertakes to append the lessor's name as
                     an additional beneficiary of the above policy. The lessor
                     will be entitled to mortgage the policy to the bank.

           14.4      The lessee will present to the lessor, on demand, all the
                     insurance policies that have been taken out in accordance
                     with clauses 14.1 and 14.2 above, and this is a prior
                     condition of his obtaining tenancy of the leased property,
                     and he will also
<PAGE>
                     present to the lessor, on an ongoing basis, every new
                     policy that has been taken out or any amendment to a policy
                     previously shown to the lessor. By reasonable demand of the
                     lessor, the lessee will be obliged to add and/or to update
                     and/or to amend the insurance policies to the lessor's
                     satisfaction so that they will answer to the criteria
                     determined in this clause 14.

           14.5      The lessee undertakes to abide by all the conditions of the
                     policy mentioned above in this clause, to pay the insurance
                     premiums on time, and to ensure that the policies are
                     renewed and fully valid during the entire period of the
                     lease.

           14.6      It is hereby explicitly agreed and declared that the lessor
                     will have no responsibility of any kind whatsoever to the
                     lessee regarding any damage caused to the leased property,
                     or to its contents or to a third party, for any reason
                     whatsoever, whether the reason for the damage or fault is
                     known or unknown, and the lessee will see to it that a
                     specific term is added to the policy according to which the
                     insurer specifically waives all right of subrogation or any
                     other right in law, to make a claim against the lessor for
                     subrogation or return, or compensation in respect of direct
                     or indirect damage caused to the lease, if such damage will
                     be caused.

           14.7      The lessor's inspection right and the exercise or
                     non-exercise of his right to view the policies and to
                     demand updating, additions, or alterations, will not put
                     him under any obligation regarding the policies, their type
                     and validity or regarding their non-existence.

15.        VACATING

           15.1      At the end of the period of the lease or on cancellation of
                     this agreement in law and after written warning has been
                     sent by registered mail giving 30 days to rectify the
                     breach, the lessee undertakes to vacate the leased property
                     and to turn it over to the lessor vacant of all persons or
                     items belonging to the lessee, clean and in good order and
                     in the condition that the lessee received it from the
                     lessor, with the exception of fair wear and tear, and the
                     leased property will contain all renovations or
                     improvements permanently attached to it, even if these have
                     been installed and added to the leased property by the
                     lessee at his own expense, unless the lessor has demanded
                     that the lessee should remove such addition or installation
                     from the leased property. The terms of this clause are
                     subject to the terms of clause 10.4 above.

           15.2      If the lessee has not vacated the leased property on the
                     day set out in clause 15.1 above, then, in addition to the
                     lessor's right to take legal action to evict the lessee,
                     and in addition to any other right the lessor has under
                     this agreement or in law, the lessee will pay the lessor
                     for the period from the date when he was obliged to vacate
                     the leased property until the date when he actually vacated
                     it, a sum equal to 200% of the rent (including linkage
                     differentials) that would have been paid under this
                     agreement if the lease had been extended, under the terms
                     of this agreement. The above payment will be determined and
                     agreed as appropriate fees for use and/or as damages
                     determined and agreed in advance, and estimated and
                     calculated in advance by the parties.
<PAGE>
           15.3      Nothing in this clause above confers any right on the
                     lessee to continue to occupy the leased property against
                     the agreed compensation and there is nothing to release the
                     lessee from his oblation to vacate the leased property.

           15.4      If the lessee has not vacated the leased property on the
                     day set out in clause 15.1 above, the lessor will have the
                     right to claim from the lessee all the sums, taxes,
                     payments, obligations, rent, expenses for repairs, damages,
                     appropriate fees for use, losses, and all other payments
                     without exception as specified in this agreement for the
                     period from the date when the lessee was obliged to vacate
                     the leased property until the date when he vacated it, as
                     if the period of the lease had been extended, and without
                     detracting from the lessee's obligation to vacate the
                     leased property, and without detracting from any other
                     redress available to the lessor according to this agreement
                     and/or in law.

16.        MORTGAGING, PLEDGING, OR TRANSFER OF RIGHTS

           16.1      The lessor is entitled to pledge and/or mortgage this
                     agreement in whole or in part, to endorse the rights in it
                     to others, to transfer it, in whole or in part, in any
                     manner whatsoever as he shall see fit and at his sole
                     discretion, on condition that the said mortgaging,
                     pledging, endorsement, or transfer will not derogate from
                     the lessee's rights under the terms of this agreement. The
                     lessee hereby expressly agrees to abide by all the terms of
                     this agreement in respect of another party that takes the
                     place of the lessor, if there will be such. Nothing in said
                     pledging, mortgaging, endorsement, or transfer will
                     derogate from the lessee's rights according to this
                     agreement. The lease will notify the lessee of any
                     mortgaging, endorsement, or transfer of the rights in this
                     agreement.

           16.2      Without derogating from the above, the lessee will be
                     entitled to allow any company connected with him to use the
                     leased property collaterally and this will not derogate
                     from the lessee's duties and obligations under this
                     agreement.

17.        GUARANTEES

           17.1      The lessee undertakes, when this agreement is signed, to
                     entrust the lessor with an autonomous bank guarantee for
                     the sum of $9,000 in a format approved in writing and in
                     advance by the lessor, to ensure that the lessee keeps his
                     obligations under this agreement for the period of the
                     lease and for the periods of the extended lease. This
                     guarantee will be valid for 30 days after the end of the
                     first period of the lease.

           17.2      To remove doubt, the terms of this clause will apply,
                     MUTATIS MUTANDIS, during the period of the option according
                     to the terms of clause 7.3 above.

           17.3      It is hereby expressly agreed and declared by the parties
                     that the granting of the security does not in any way
                     constitute a waiver by the lessor on his rights to other
                     redress against the lessee, whether the redress is
                     specified in the body of the agreement or is available to
                     the lessor under the law.
<PAGE>
18.        REMEDIES FOR BREACHES

           18.1      Without derogating from the terms of this clause 18, and
                     from specific remedies that appear in this agreement, the
                     instructions of the Law of Contracts (remedies for breaches
                     of contract), 1970, shall apply to this agreement.

           18.2      If the lessee does not maintain the leased property in
                     sound condition and/or does not repair what requires to be
                     repaired in the leased property and/or does not return the
                     leased property to the lessor at the end of the period of
                     the lease, under the terms of this agreement, in a sound
                     condition, with the exception of fair wear and tear as
                     stated in the agreement, and/or causes damage of any kind
                     to the leased property during the period of the lease, and
                     only if the responsibility to carry out repairs is that of
                     the lessee under this agreement, and [this damage] is not
                     repaired by the lessee, then, in addition to any other
                     right the lessor may have in such an event according to the
                     instructions of this agreement and/or in law, the lessor
                     will be entitled, after he has served notice on the lessee
                     and set a reasonable time for the repair in the
                     notification, and the lessee has not repaired what requires
                     to be repaired within 21 days of the date of the
                     notification, to carry out, at the lessee's expense, any
                     repair and/or to take any action he considers fit to repair
                     the damage and/or to restore the previous state, and the
                     lessee undertakes to pay the lessor, immediately he is
                     required to do so, all the reasonable amounts that the
                     lessor has paid for the work carried out according to this
                     clause above, subject to receiving receipts in respect of
                     repair(s) as above.

           18.3      In the event that a receivership order or a bankruptcy
                     order or a winding up order, depending on the
                     circumstances, has been made against the lessee and this
                     order has not been cancelled within 120 days, the lessor
                     will be entitled to cancel the agreement and to demand that
                     the leased property be vacated within 14 days of the lessee
                     having been sent a written warning, during which time the
                     breach has not been rectified.

           18.4      Failure, delay, or waiver by one of the parties to exercise
                     any of his rights according to the instructions of this
                     agreement, will not be construed as a waiver, impediment,
                     agreement, or notification on his part, and he will be able
                     to exercise his rights under this agreement at any time he
                     wishes to and without being prevented from doing so.

           18.5      In the event that the lessee is in breach of the contract
                     or any one of its clauses and has not rectified the breach
                     within 21 days and although he has been served written
                     notice giving him 21 days to rectify the breach , and in
                     every event that the lessee does not pay the rent on time
                     and/or all sums and/or other payments that he is due to pay
                     under this agreement or any part thereof, and has not
                     rectified the breach within seven days of the day he was
                     instructed to rectify the breach - the lessor will be able,
                     without affecting other rights he has in law and/or
                     according to this agreement, to cancel the agreement, to
                     determine a date, as he sees fit, for the leased property
                     to be vacated and to have occupation of the leased property
                     restored to him. In this event the agreement will be
                     cancelled on the day determined by the lessor.

           18.6      In any event that the agreement is legally cancelled owing
                     to a breach of contract by the lessee, the lessor will be
                     entitled to every additional remedy available to him in law
                     in respect of the breach, including compensation,
                     prevention order, and injunction. Notwithstanding all that
                     is stated in this agreement and in addition to it, in the
                     event of a breach of contract by the lessee, as a result of
                     which the lessee has
<PAGE>
                     been evicted from the leased property before the end of the
                     period of the lease, the lessee will have to pay the lessor
                     reasonable compensation equal to the lost of rent incurred
                     by the lessor because of the cancellation, whether for all
                     the remaining period of the lease, or for a period until
                     the leased property is leased to another lessee, and
                     thereafter, until the end of the period of the lease in
                     respect of loss of rent, if there is such, or because of
                     lower rent paid by the other lessee.

19.        GENERAL

           19.1      All payments requiring to be made by the lessee to the
                     lessor under this agreement, will be paid by the lessee by
                     bank transfer or by check or by any other means as shall be
                     agreed between the parties.

           19.2      The lessee will be entitled to order telephone lines at his
                     own expense as he sees fit. The installation and
                     maintenance of these lines will be the responsibility of
                     the lessee and at his expense.

           19.3      It is hereby expressly agreed between the parties that the
                     lease according to this agreement is a personal one and may
                     not be transferred by the lessee in any way whatsoever,
                     except under the terms of clause 3.5.2.1 above, and except
                     under the terms of clause 10.1 above, according to which
                     the lessee is entitled to allow any company connected with
                     him to use the leased property concurrently, and this
                     without derogating from the lessees duty and responsibility
                     under this agreement.

           19.4      It is hereby expressly agreed that the lessee will be
                     considered the occupier on behalf of the lessor according
                     to the meaning of clause 16 of the Real Estate Law, 1969.

           19.5      The terms of this agreement completely encompass what has
                     been agreed by the parties, and all previous contracts,
                     assurances, presentations, and undertakings between the
                     parties prior to the signing of this agreement, if there
                     were such, are cancelled. Any alteration to the agreement
                     or addition to it must be made in writing and under the
                     signatures of the parties.

20         ADDRESSES AND NOTIFICATIONS

                     The addresses of the parties for the purpose of this
                     agreement are:

                     The lessor: Yagia Capayyim, Kiryat Arye, Petah Tikva

                     The lessee: 10, Ta'asiyya Street, Or Yehuda

           Every notification sent by one party to the other under the terms of
           this agreement will be sent by registered mail or will be delivered
           by hand or by facsimile and will be considered to have been delivered
           within the reasonable time it should take for the said notification
           to reach the addressee.

           IN WITNESS WHEREOF THE PARTIES HEREUNTO HAVE SET THEIR HAND IN THE
           PLACE AND ON THE DATE THAT APPEARS AT THE BEGINNING OF THE AGREEMENT

           /s/ [Illegible]                           /s/ [Illegible]
           -------------------------                 --------------------------
           NESS B.S.G LTD.                           Ilan Gat Engineers Ltd.

           The lessee