<PAGE>

                                   P L E D G E

          THIS PLEDGE is made on the 2nd day of December, 2002, between the
          following parties:

          (1)  ELBIT.COM LTD., a company incorporated under the laws of Israel
               (company registration number 52-243829-2), having its registered
               office at Scientific Industries Centre, P.O. Box 539, Haifa
               31053, Israel ("Elbit.Com")

          (2)  BANK LEUMI LE-ISRAEL B.M., as trustee for the benefit of the
               Secured Creditors ("the Trustee")

W H E R E A S :

(A)  the Participating Banks made certain loan facilities available to Partner
     on the terms and subject to the conditions set out in the Facility
     Agreement. One of those conditions was that Matbit Telecommunications
     Systems Ltd. ("Matbit"), being a shareholder of Partner, grant to the
     Trustee for the benefit of the Secured Creditors (including the Trustee) a
     first-ranking pledge with respect, inter alia, to the Shares and the other
     Pledged Assets, as security for the Secured Obligations, such pledge to be
     held by the Trustee on trust for the Secured Creditors; and

(B)  Matbit created in favour of the Trustee (as trustee for the benefit of the
     Secured Creditors (including the Trustee)), the following first-ranking
     fixed pledges: (i) a Share Pledge dated September 10, 1998, as amended on
     December 21, 1999 and as further amended on August 7, 2000 and March 13,
     2002, respectively, a copy of which Share Pledge, as amended, is annexed
     hereto as Schedule A ("the First Pledge"); and (ii) a Share Pledge dated
     October 24, 1999, as amended on December 21, 1999 and as further amended on
     August 7, 2000, March 13, 2002 and April 24, 2002, respectively, a copy of
     which Share Pledge, as amended, is annexed hereto as Schedule B ("the
     Second Pledge") (the First Pledge and the Second Pledge, together, shall be
     referred to as "the Share Pledges"), pursuant to which Share Pledges Matbit
     undertook, inter alia, not to sell, assign or otherwise transfer all or any
     of the shares or other assets pledged under such Share Pledges unless: (a)
     such shares and other assets were sold, assigned or transferred subject to
     the first-ranking pledges created pursuant to the





<PAGE>


                                       -2-


     aforesaid Share Pledges; and (b) the transferee of such shares and other
     assets is duly and validly bound by, inter alia, a pledge, mutatis
     mutandis, in the same form as the Share Pledges and subject to compliance
     with the other conditions for such sale, assignment and transfer as set out
     in such Share Pledges; and

(C)  Elbit.Com and Matav Investments Limited are each shareholders of Matbit
     and, together, hold the entire issued share capital of Matbit; and

(D)  pursuant to a resolution of Matbit in general meeting adopted on July 17,
     2002, and passed in accordance with Section 319(2) of the Companies
     Ordinance [New Version], 1983, it was resolved that Matbit be voluntarily
     wound-up and in connection with such winding-up, the liquidator of Matbit
     have subsequently decided to distribute to Elbit.Com (such distribution
     being subject to such Share Pledges as aforesaid), inter alia, the Shares;
     and

(E)  the Shares are subject to the pledges and charges created by Matbit in
     favour of the Trustee under the Share Pledges, as aforesaid; and

(F)  Elbit.Com acknowledges that the Shares and other Pledged Assets have been
     distributed to, and acquired by, it subject to the first-ranking fixed
     pledges and charges in favour of the Trustee (as trustee for the benefit of
     the Secured Creditors (including the Trustee)) in accordance with the
     provisions of the Share Pledges and Elbit.Com confirms and agrees that such
     Shares and other Pledged Assets shall remain so pledged, as security for
     the Secured Obligations under the Share Pledges; and

(G)  in order to ensure that Elbit.Com, being the transferee of the Shares from
     Matbit, is duly and validly bound by, inter alia, a pledge mutatis
     mutandis, in the same form as the Share Pledges and in order to ensure
     further compliance with the provisions of the Share Pledges regarding the
     sale, assignment or transfer by Matbit of the Shares to Elbit.Com, as
     contemplated in paragraph (D) above, Elbit.Com has agreed to enter into
     this Pledge and to grant in favour of the Trustee (as trustee for the
     benefit of the Secured Creditors (in the Trustee)), a first ranking pledge
     over the Pledged Assets as security for the Secured Obligations, all in
     accordance with the term of the Pledge below; and

(H)  the Trustee is holding the benefit of this Pledge on trust for the Secured
     Creditors in accordance with the terms of the Security Trust Deed; and





<PAGE>


                                       -3-


(I)  the Trustee acknowledges that realisation of the pledge under this Pledge
     is subject to the restrictions in relation to such realisation imposed
     under the Licence, namely, that the prior written consent of the Minister
     of Communications may be required prior to any such realisation.

1.   INTERPRETATION

1.1.      In this Pledge, the following terms have the meanings given to them in
          this clause 1.1:

<TABLE>
<S>            <C>                        <C>
1.1.1.         "Account Bank"             - means the Trustee or such other Israeli
                                            bank as the Trustee shall direct from
                                            time to time in accordance with clause
                                            1.2.4 below;

1.1.2.         "Business Day"             - means a day on which banks are generally
                                            open for business in Tel-Aviv;

1.1.3.         "Default Rate"             - means the default rate of interest as
                                            determined in clause 8.3 of the Facility
                                            Agreement;

1.1.4.         "Elbit.Com Unutilised
               Cash Account"              - means the Unutilised Cash Account (as
                                            defined in the Facility Agreement)
                                            relevant to Elbit.Com;

1.1.5.         "Encumbrance"              - means: (a) a mortgage, charge, pledge,
                                            lien or other security interest securing
                                            any obligation of any person, (b) any
                                            arrangement under which money or claims
                                            to, or the benefit of, a bank or other
                                            account may be set-off or made subject
                                            to a combination of accounts so as to
                                            effect payment of sums owed or payable
                                            to any person, or (c) any other type of
                                            preferential arrangement (including
                                            title transfer and retention
                                            arrangements) having a similar effect;
</TABLE>





<PAGE>


                                       -4-


<TABLE>
<S>            <C>                        <C>
1.1.6.         "Enforcement Event"        - means the occurrence of any Event of
                                            Default (as described in clause 17 of
                                            the Facility Agreement, a copy of which
                                            clause is annexed hereto as Schedule C);

1.1.7.         "Facility Agreement"       - means the Facility Agreement dated
                                            August 13, 1998 made between (1) Partner
                                            as the Borrower; (2) ABN AMRO Bank N.V.,
                                            Bank Hapoalim B.M., the Trustee, Chase
                                            Manhattan plc, and Citibank, N.A. as the
                                            Arrangers; (3) Chase Manhattan
                                            International Limited and Bank Hapoalim
                                            B.M., as the Facility Agents; (4) the
                                            Trustee as Security Trustee; (5) Chase
                                            Manhattan International Limited as
                                            Co-ordinating Agent; and (6) the Banks;
                                            as such agreement has been amended,
                                            inter alia, by an Amending and
                                            Rescheduling Agreement dated 9 July,
                                            2000, the banks parties to the Facility
                                            Agreement as at the Effective Date being
                                            Bank Leumi Le-Israel B.M., Israel
                                            Discount Bank Ltd., Bank Hapoalim B.M.,
                                            The First International Bank of Israel
                                            Ltd., United Mizrahi Bank Ltd.,
                                            Mercantile Discount Bank Ltd. and
                                            Citibank N.A.;

1.1.8.         "Obligor"                  - means Partner and each Guarantor (as
                                            such terms are defined in the Facility
                                            Agreement);

1.1.9.         "Optional Israeli Banks"   - means Bank Hapoalim B.M., Israel
                                            Discount Bank Ltd., the First
                                            International Bank of Israel Ltd. and
                                            United Mizrahi Bank Ltd.;

1.1.10.        "Partner"                  - means Partner Communications Company
</TABLE>





<PAGE>


                                       -5-


<TABLE>
<S>            <C>                        <C>
                                            Ltd., a company incorporated in Israel
                                            (registered number 52-004431-4);

1.1.11.        "Pledged Assets"           - means the Shares, Related Rights in
                                            respect thereof, the Realisation Account
                                            and the Shareholder Loans;

1.1.12.        "Realisation Account"      - means each account maintained from time
                                            to time by Elbit.Com for the purposes of
                                            clause 7 at the main branch of the
                                            Account Bank or such other branch of the
                                            Account Bank as the Trustee may from
                                            time to time approve;

1.1.13.        "Receiver"                 - means a receiver, receiver and
                                            administrator, an administrator or
                                            similar such officer (whether appointed
                                            provisionally, temporarily, or otherwise
                                            and whether appointed pursuant to this
                                            Pledge, pursuant to any law, by a court
                                            or otherwise);

1.1.14.        "Related Rights"           - means in relation to the Shares, all
                                            dividends or other moneys paid or
                                            payable in relation thereto and all
                                            shares, warrants, securities, rights,
                                            moneys or property accruing or offered
                                            at any time in relation to the Shares by
                                            way of redemption, substitution,
                                            exchange, bonus, pursuant to option
                                            rights or otherwise; excluding all
                                            dividends or other moneys received by
                                            Elbit.Com by way of Permitted
                                            Distributions;

1.1.15.        "Reservations"             - means the reservations listed in
                                            Schedule D hereto;

1.1.16.        "Secured Creditors"        - means the Trustee, the Facility Agent,
                                            the Arranger, the Participating Banks,
                                            the Secured Interest Rate Hedge
                                            Providers, Israel Discount Bank
</TABLE>





<PAGE>


                                       -6-


<TABLE>
<S>            <C>                        <C>
                                            Ltd., in its capacity as issuer of the
                                            IDB Performance Bond and any other
                                            persons who shall have acceded to the
                                            Security Trust Deed (other than a party
                                            which has ceased to be a party thereto);

1.1.17.        "Secured Obligations"      - means all present and future obligations
                                            and liabilities (whether actual or
                                            contingent, whether owed jointly or
                                            severally, or in any other capacity
                                            whatsoever), of Partner and any other
                                            Obligor to the Secured Creditors (or any
                                            of them) under each of the Facility
                                            Documents as well as all amounts owed by
                                            Elbit.Com under this Pledge, together
                                            with all costs, charges and expenses
                                            (including legal fees) incurred by any
                                            Secured Creditor in connection with the
                                            protection, preservation or enforcement
                                            of its respective rights under the
                                            Facility Documents;

1.1.18.        "Security Period"          - means the period beginning on the date
                                            hereof and ending on the date upon which
                                            the Trustee is reasonably satisfied
                                            that: (a) none of the Secured Creditors
                                            is under any commitment, obligation or
                                            liability (whether actual or contingent)
                                            to make advances or provide other
                                            financial accommodation to Partner or
                                            any other Borrower under the Facility
                                            Documents; and (b) all the Secured
                                            Obligations which have arisen have been
                                            unconditionally and irrevocably paid and
                                            discharged in full or the security
                                            hereby created has been unconditionally
                                            and irrevocably released and discharged
                                            by the Trustee;
</TABLE>





<PAGE>


                                       -7-


<TABLE>
<S>            <C>                        <C>
1.1.19.        "Shareholder Loans"        - means all rights of whatsoever nature of
                                            Elbit.Com under or in connection with
                                            any Shareholder Loan Agreement,
                                            excluding: (i) amounts of Shareholder
                                            Loans given pursuant to the 2.7 Letter
                                            by way of deposit in the Elbit.Com
                                            Unutilised Cash Account, so long as such
                                            amounts are so deposited in such
                                            account; and (ii) all moneys received by
                                            Elbit.Com with respect to such
                                            Shareholder Loans by way of a Permitted
                                            Distribution (as defined in clause 16.14
                                            of the Facility Agreement);

1.1.20.        "Shareholders'               means the relationship agreement between
               Agreement"                   the shareholders of Partner dated
                                            October 10, 1999, or any other agreement
                                            between the shareholders of Partner
                                            replacing such agreement and falling
                                            within the definition of "Shareholders'
                                            Agreement" within the meaning of such
                                            term in the Facility Agreement;

1.1.21.        "Share Pledges"            - shall have the meaning ascribed to such
                                            term in paragraph (B) of the recitals to
                                            this Pledge;

1.1.22.        "Shares"                   - means 15,856,551 ordinary shares,
                                            nominal value NIS 0.01 each in the share
                                            capital of Partner, numbered
                                            2,550,001-4,069,200;
                                            7,117,401-8,904,800;
                                            57,249,626-59,986,052; and
                                            97,430,140-107,243,663 (inclusive), all
                                            registered in the name of Elbit.Com.
</TABLE>

1.2.1.         Unless otherwise defined in this Pledge, terms defined and
               references construed in the Facility Agreement shall have the
               same meaning and construction in this Pledge. References herein
               to clauses of the Facility Agreement are references to





<PAGE>


                                       -8-


               clauses in the conformed copy of the Facility Agreement of August
               7, 2000.

1.2.2.         Any payment made under any Facility Document which is capable of
               being avoided or otherwise set aside on liquidation or otherwise,
               shall, for as long as such payment is capable of being avoided or
               set aside, not be considered to have been irrevocably paid for
               the purposes of this Pledge.

1.2.3.         Unless otherwise stated, all references in this Pledge to this
               Pledge or to any other agreement or document shall be construed
               as a reference to this Pledge or such agreement or document as
               amended, varied, assigned, novated or supplemented from time to
               time and any reference to this Pledge or such other agreement or
               document shall, unless otherwise stated, include any agreement or
               document affecting such amendment, variation, assignment,
               novation or supplementation. References to this Pledge shall
               include any agreement or document entered into pursuant to or in
               accordance with the provisions hereof.

1.2.4.         The Trustee shall be entitled to direct that any bank or
               financial institution, other than itself, be the Account Bank;
               provided that, such bank or financial institution is: (i) one of
               the Optional Israeli Banks, or (ii) another Israeli bank or
               financial institution approved by Elbit.Com, which approval may
               not be unreasonably withheld, and further provided that there
               shall not be more than one Account Bank at any time. In the event
               of a direction by the Trustee as aforesaid, the amount (if any)
               standing to the credit of the Realisation Account maintained with
               the Trustee or, if applicable, a previous Realisation Account
               shall be transferred to the corresponding Realisation Account
               maintained with the new Account Bank forthwith upon such
               direction taking effect. Elbit.Com hereby irrevocably gives all
               authorisations and instructions necessary for any such transfer
               to be made and shall do all such things as the Trustee may
               reasonably request in order to facilitate any change of Account
               Bank as may be directed by the Trustee, from time to time, or any
               transfer of credit balances (including the execution of such
               bank's or financial institution's standard terms of operation of
               account forms, bank mandate forms and other standard forms
               necessary to open an account) and the Trustee is hereby
               irrevocably constituted Elbit.Com's attorney to do any





<PAGE>


                                       -9-


               such things should Elbit.Com fail to do so within 10 Business
               Days of being requested to do so by the Trustee.

1.2.5.         The recitals and Schedules hereto form an integral part hereof.

1.2.6.         Except as expressly provided, references to clauses, paragraphs
               and Schedules shall be construed as references to clauses and
               paragraphs of, and Schedules to, this Pledge.

1.2.7.         References to any statutory provision or regulation shall be
               deemed to include references to such statutory provision and/or
               regulation as re-enacted, amended, supplemented, extended or
               replaced from time to time (whether before or after the date of
               this Pledge) and are to include any order, regulation or other
               subordinate legislation made under or deriving validity from such
               statutory provision and/or regulation.

1.2.8.         Headings are inserted for convenience only and shall be ignored
               in construing this Pledge.

1.2.9.         References to "including" and "in particular" shall not be
               construed restrictively but shall mean, "including, without
               prejudice to the generality of the foregoing", "including,
               without limitation" and "in particular, but without prejudice to
               the generality of the foregoing", respectively.

1.2.10.        References to "writing" include facsimile transmission legibly
               received, except in relation to any certificate, notice,
               resolution or other document which is expressly required by this
               Pledge to be signed in the original, and "written" has
               corresponding meaning.

1.2.11.        Any consent, agreement or approval required from the Trustee
               under this Pledge must be obtained in writing and shall be of no
               effect if it is not in writing.

1.2.12.        References to "this Pledge" shall, unless the context otherwise
               requires, include also all other pledges and charges in favour of
               the Trustee made pursuant to this Pledge.

2.   PLEDGE AND CONFIRMATION

2.1.      Elbit.Com hereby confirms, acknowledges and agrees that the Pledged
          Assets were acquired by it subject to the first-ranking fixed





<PAGE>


                                      -10-


          pledges and charges under the Share Pledges as a continuing security
          for the full and punctual payment, discharge and performance of all
          the Secured Obligations in accordance with the Facility Documents.

2.2.      Elbit.Com hereby settles upon the Trustee, to hold same on trust for
          the benefit of the Secured Creditors (including the Trustee), the
          terms of such trust being as specified in the Security Trust Deed (an
          agreement binding the Trustee and the Secured Creditors only), the
          security interests and rights, including the pledges, assignments by
          way of charge, other charges or other security interests or rights
          created or to be created pursuant to, and in accordance with, the
          provisions of this Pledge.

2.3.      Elbit.Com as continuing security for the full and punctual payment,
          discharge and performance of all the Secured Obligations in accordance
          with the Facility Documents and in accordance with Section 12 of the
          Pledges Law, 1967 ("the Pledges Law") hereby:

2.3.1.         pledges, by way of a first-ranking fixed pledge (to the extent
               applicable to the Shares) and pledges and assigns, by way of
               charge as a first-ranking fixed pledge and charge (to the extent
               applicable to all Related Rights other than the Shares), in
               favour of the Trustee (as trustee for the Secured Creditors), the
               Shares and all Related Rights in respect thereof and all right,
               title and interest of Elbit.Com in connection therewith, all such
               pledges, charges and assignments by way of charge without
               derogating from the first-ranking fixed pledges, charges,
               assignments by way of charge and other security interests and
               rights created by Matbit in favour of the Trustee (as trustee for
               the Secured Creditors (including itself)) under the Share
               Pledges. For the removal of doubt, the Pledged Assets include
               also all rights of Elbit.Com (as a shareholder of Partner),
               whether under law and/or under the Memorandum and Articles of
               Association of Partner, which derive from the Shares or any
               Related Rights in respect thereof; and

2.3.2.         pledges and assigns, by way of charge, as a first-ranking fixed
               pledge and charge, in favour of the Trustee (as trustee for the
               Secured Creditors), all right, title and interest of Elbit.Com in
               connection with the Shareholder Loans.





<PAGE>


                                      -11-


          For the avoidance of any doubt:

          (A)  Subject to (B) below, the Trustee and the Secured Creditors shall
               not be entitled to claim or receive payment from Elbit.Com in
               respect of the Secured Obligations, or to have recourse to any of
               its assets pursuant to this Pledge, except, solely and
               exclusively, by way of realisation of the Pledged Assets pursuant
               to the Pledges Law and to the extent only of the amounts, if any,
               received from such realisation; provided that the Trustee and the
               Secured Creditors shall be entitled to bring an application for
               realisation or other relief under Section 21 of the Pledges Law,
               only if such claim is not based on: (i) an alleged reduction or
               loss in the value of the Shares or other Pledged Assets; or (ii)
               an allegation of the existence of circumstances which constitute
               an Enforcement Event (without reference to any cure period or
               notice period); and

          (B)  nothing in this Pledge (including, without limitation, in (A)
               above) shall derogate from the rights of the Trustee and the
               Secured Creditors under any other Share Pledge which has been or
               may be executed by Elbit.Com from time to time.

2.4.      In order to secure the rights of the Trustee in respect of the Pledged
          Assets, Elbit.Com hereby undertakes as follows:

2.4.1.         to deposit with the Trustee, upon the date of signature of this
               Pledge:

               (i)  original share certificates in the name of Elbit.Com in
                    respect of the Shares;

               (ii) share transfer forms in respect of all the Shares, in the
                    form required under the Articles of Association of Partner,
                    duly executed by Elbit.Com as transferor, and with the
                    transferee, the date and the consideration left blank;

2.4.2.         to sign and deliver to the Trustee on the date of signature
               hereof all documents as are necessary in the reasonable opinion
               of the Trustee, for the purposes of registering (i) the pledges
               hereby created with the Registrar of Pledges and/or the Registrar
               of Companies, as applicable and (ii) the acquisition of the
               Pledged Assets, subject to the pledges and charges created under
               the Share Pledges, with the Registrar of Companies;





<PAGE>


                                      -12-


2.4.3.         to procure that Partner sign on the date of signature hereof the
               acknowledgment of the pledge and pledge and assignment by way of
               charge (as the case may be) of the Pledged Assets pursuant to
               this Pledge, appearing on the signature page of this Pledge;

2.4.4.         promptly following the first request of the Trustee, to take all
               steps as the Trustee may reasonably require so that the pledge or
               pledges created hereunder or pursuant hereto shall be valid and
               binding against other creditors of Elbit.Com and to execute
               and/or deliver to the Trustee any additional and/or new pledge or
               amendment of this Pledge and any other documents as the Trustee
               shall reasonably require for this purpose, including, to the
               extent reasonably required by the Trustee, pledges with respect
               to any shares constituting Related Rights in respect of the
               Shares, share certificates in respect of such shares or other
               securities and share transfer forms, mutatis mutandis, as
               referred to in clauses 2.4.1(i) and (ii) in respect of such
               shares or other securities and notices of pledge and other
               documents required to be deposited with the Registrar of
               Companies and Registrar of Pledges in order to register any such
               other pledges.

2.5.      Without derogating from clause 2.4 above, Elbit.Com hereby undertakes:

2.5.1.         to execute promptly following the making by it of any Shareholder
               Loans (to the extent the Trustee reasonably believes that the
               same is not effectively pledged hereunder), a pledge in the same
               form, mutatis mutandis, as this Pledge, in respect of such
               Shareholder Loans; and

2.5.2.         to take all the same steps, mutatis mutandis, to perfect the
               aforesaid pledges as set out in clause 2.4 above.

2.6.      Elbit.Com shall not be entitled, and hereby waives any right pursuant
          to Section 13(b) of the Pledges Law to redeem any pledge given
          hereunder, provided that Elbit.Com shall be entitled to redeem its
          pledges hereunder only: (i) in the event that all the Secured
          Obligations are paid and discharged in full in accordance with all the
          terms and conditions of the Facility Agreement which would be
          applicable were the Obligors to voluntarily prepay all the Secured
          Obligations in accordance with the applicable provisions of the
          Facility Agreement and otherwise in accordance with all the relevant





<PAGE>


                                      -13-


          Facility Documents, and (ii) if at such time none of the Participating
          Banks is under any commitment, obligation or liability (whether actual
          or contingent) under any of the Facility Documents to make advances or
          provide other financial accommodation to Partner or any other
          Borrower.

2.6.      For the removal of doubt, nothing in this Pledge shall be construed as
          prohibiting any amendment of the terms of any Shareholder Loan,
          provided that following such amendment, such Shareholder Loan complies
          with all applicable provisions of the Facility Documents.

3.   REPRESENTATIONS AND WARRANTIES

     Elbit.Com, as at the date of the entering into of this Pledge, makes the
     representations and warranties set out in clauses 3.1 to 3.11 below and
     acknowledges that the Secured Creditors have entered into the Facility
     Documents in reliance on those representations and warranties (in addition
     to any other warranties and representations as set out in the Facility
     Documents):

3.1.      Elbit.Com is a company limited by shares, duly incorporated under the
          laws of Israel with power to enter into this Pledge and to exercise
          its rights and perform its obligations hereunder and all corporate and
          other action required to authorise its execution of this Pledge and
          the performance by it of its obligations hereunder have duly been
          taken.

3.2.      The obligations expressed to be assumed by Elbit.Com in this Pledge
          are legal and valid obligations binding on Elbit.Com and enforceable
          in accordance with the terms hereof, subject to the Reservations.

3.3.      All the Shares are validly issued and fully paid-up.

3.4.      No Receiver, liquidator or similar officer has been appointed with
          respect to Elbit.Com or any material part of its assets nor is it
          aware of any petition or proceedings for such appointment pending.

3.5.      The entering into of this Pledge (after its execution by all the
          parties hereto) by Elbit.Com and the exercise of Elbit.Com's rights
          and performance of Elbit.Com's obligations hereunder do not and will
          not: (a) (in circumstances or to an extent which will have a material
          adverse effect on its ability to comply with its obligations under
          this Pledge) conflict with any agreement, charge or other instrument
          or document to which it is a party or which is binding upon it or any
          of its





<PAGE>


                                      -14-


          assets, (b) conflict with its documents of incorporation or
          constitutive documents, or (c) conflict with any applicable law,
          regulation or official judicial order.

3.6.      This Pledge confirms and creates those first-ranking pledges and
          charges as set forth herein.

3.7.      Elbit.Com is the legal and beneficial owner of the Shares and any
          Related Rights in respect thereof, free and clear of any Encumbrance
          (save for the pledges created pursuant to the Share Pledges and this
          Pledge) or other rights of third parties of whatsoever nature (save
          for rights of Shareholders pursuant to the Shareholders' Agreement or
          the Articles of Association of Partner). Elbit.Com is the legal and
          beneficial owner of the Shareholder Loans, free and clear of any
          Encumbrance or other rights of third parties of whatsoever nature,
          save for the pledges created pursuant to this Pledge and the Share
          Pledges.

3.8.      No person has any right or option to purchase the Shares or any of
          them or any Related Rights in respect thereof or the Shareholder
          Loans, except and to the extent set forth in the Shareholders'
          Agreement.

3.9.      There is no restriction or limit (whether under the Shareholders'
          Agreement, Memorandum and Articles of Association of Partner or
          otherwise) on the transfer or pledge of the Shares or the Shareholder
          Loans pursuant to this Pledge or upon realisation of the pledges and
          charges hereunder, except as may be applicable under the Licence or
          under applicable law.

3.10.     No consent, approval, authorisation or other action by any party is
          required to be obtained by or with respect to Elbit.Com which has not
          been obtained either: (i) for the pledges created pursuant to this
          Pledge or for the execution, delivery or performance of this Pledge by
          Elbit.Com, or (ii) for the realisation by the Trustee of the rights or
          remedies provided in this Pledge, save for consents which may be
          required under the Licence, save for the provisions of the Pledges Law
          prescribing methods of realisation of pledges and save for payment of
          stamp duty and registration requirements.

3.11.     The copies of the Memorandum and Articles of Association of Partner
          and of the Shareholders' Agreement delivered to the Facility Agent
          pursuant to paragraph 1 of Schedule 12 of the Facility Agreement (in
          the case of the Memorandum and Articles of Association of Partner) or
          pursuant to paragraph 18 of Schedule 12





<PAGE>


                                      -15-


          of the Facility Agreement (in the case of the Shareholders' Agreement)
          are, complete, accurate and updated in all respects.

3.12.     The representations and warranties set out in this clause 3 above are
          made only on the date hereof.

4.   CONTINUING SECURITY

4.1.      The security over the Pledged Assets constituted by, and the
          obligations of Elbit.Com contained in, this Pledge shall constitute
          and be continuing security and obligations notwithstanding any
          settlement of account or other matter or thing whatsoever and shall
          not be considered satisfied by any intermediate payment of all or any
          of the obligations of Partner or any other Obligor under the Facility
          Documents (or any of them) and shall continue in full force and effect
          until the end of the Security Period.

4.2.      Where any discharge (whether in respect of the obligations of Partner
          or any other Obligor or of any security for any of the aforegoing
          obligations or otherwise) is made in whole or in part or any
          arrangement is made on the faith of any payment, security or other
          disposition which is avoided, reduced or must be restored on
          insolvency, liquidation or otherwise, the liability of Elbit.Com under
          this Pledge shall continue as if the discharge or arrangement had not
          occurred.

4.3.1.         No concession or compromise of any claim that any payment,
               security or other disposition is liable to avoidance or
               restoration shall in any way affect the security granted
               hereunder or Elbit.Com's obligations hereunder.

4.3.2.         Neither the liability of Elbit.Com under this Pledge nor the
               rights, powers and remedies conferred on the Trustee in respect
               of Elbit.Com under this Pledge will be affected or waived by any
               of the acts, omissions, circumstances, matters or things listed
               below, whether or not known to Elbit.Com or the Secured Creditors
               or the Trustee (or any of them), which, but for this provision,
               would release or prejudice any of such liability, rights, powers
               and remedies or prejudice or diminish such liability, rights,
               powers and remedies in whole or in part:

               (i)  any time, waiver or other indulgence granted to, or
                    composition with, Partner, any Obligor or any other person;





<PAGE>


                                      -16-


               (ii) any failure to exercise any right or remedy under any
                    Facility Document;

               (iii) the single or partial exercise of any right under any
                    Facility Documents or of any other right or remedy;

               (iv) the taking, variation, compromise, exchange, renewal or
                    release of, refusal or neglect to perfect, take up or
                    enforce, any rights against, or security over, assets of
                    Partner or any other person or any failure to realise the
                    full value of any other security;

               (v)  any incapacity or lack of powers, authority or legal
                    personality of or dissolution or change in the members or
                    status of, Partner or any other person;

               (vi) any variation (however fundamental) or replacement of a
                    Facility Document or any other relevant document or security
                    or any variation, waiver or release of any Secured
                    Obligation;

               (vii) any unenforceability, illegality or invalidity of any
                    obligation of Partner or any other person under any Facility
                    Document or any other relevant document or security, to the
                    intent that Elbit.Com's obligations under this Pledge shall
                    remain in full force, and this Pledge shall be construed
                    accordingly, as if there were no unenforceability,
                    illegality or invalidity;

               (viii) the winding-up, dissolution, administration or
                    reorganisation of Partner, any other Obligor or any other
                    person or any change in its status, function, control or
                    ownership.

4.4.      Elbit.Com waives any right it may have of first requiring any Secured
          Creditor and/or the Trustee to proceed against or enforce any other
          rights or security or claim payment from Partner or any other person
          before the enforcement by the Trustee of the security constituted
          hereby.





<PAGE>


                                      -17-


4.5.      Elbit.Com shall not, and hereby waives any right to, by virtue of any
          payment made, security realised or moneys received hereunder for or on
          account of the liability of any other person:

4.5.1.         be subrogated to or otherwise take the benefit of (whether in
               whole or in part) any rights, security or moneys held, received
               or receivable by the Trustee pursuant to this Pledge or be
               entitled to any right of contribution or indemnity;

4.5.2.         claim, rank, prove or vote as a creditor of any other person or
               its estate; or

4.5.3.         receive, claim or have the benefit of any payment, distribution
               or security from or on account of any other person or exercise
               any right of set-off as against any other person.

          Elbit.Com will hold in trust for and forthwith pay or transfer to the
          Trustee any payment or distribution or benefit of security received by
          it contrary to the above. If Elbit.Com exercises any right of set-off
          contrary to the above, it will forthwith pay an amount equal to the
          amount set-off to the Trustee.

          The foregoing in this clause 4.5 shall not prevent Elbit.Com from: (i)
          bringing a claim against Partner or any other Obligor, provided that:
          (a) such a claim may be brought only after all the Secured Obligations
          have been unconditionally and irrevocably paid and discharged in full,
          and (b) there has been no realisation of all or any part of the
          Pledged Assets or of all or any of the pledged assets under any other
          Share Pledges; or (ii) bringing a claim against any Shareholder.

4.6.      This Pledge is in addition to, independent of, and is not in any way
          prejudiced by, any other guarantee or security now or hereafter held
          by the Trustee or any of the Secured Creditors in respect of any of
          the Secured Obligations.

4.7.      The rights and remedies provided by this Pledge are cumulative and are
          not exclusive of any rights or remedies provided by law.

4.8.      The obligations, warranties, representations, undertakings, agreements
          and covenants of Elbit.Com under this Pledge are in addition to, and
          shall not be prejudiced or restricted by, nor shall they prejudice or
          restrict, any obligations, warranties, representations, undertakings,
          agreements or covenants in any other Facility





<PAGE>


                                      -18-


          Document. Notwithstanding the foregoing, to the extent any provision
          of any Facility Document (other than this Pledge) conflicts with the
          terms hereof, the provisions of this Pledge shall prevail.

5.   UNDERTAKINGS BY Elbit.Com

     Elbit.Com hereby undertakes to the Trustee:

5.1.      not to sell, assign or otherwise transfer all or any of the Pledged
          Assets unless: (i) such Pledged Assets are sold, assigned or
          transferred subject to the Share Pledges and the first-ranking pledge
          created pursuant to this Pledge and in accordance with the provisions
          hereof; (ii) such pledges over the aforesaid sold, assigned or
          transferred Pledged Assets are duly registered and valid and have the
          same priority as they would have had, had such transferee been the
          original signatory of this Pledge and owner of the Pledged Assets, in
          place of Elbit.Com; (iii) all registrations or amendments to
          registrations and all filings (including, of amended deeds of pledge)
          have been made which are in the reasonable opinion of the Trustee
          required for the purposes of (i) and (ii) above; (iv) the transferee
          of such Pledged Assets is duly and validly bound by this Pledge or by
          another pledge, mutatis mutandis, in the same form as this Pledge in
          respect of such Pledged Assets as if the original signatory thereof in
          the place of Elbit.Com and such transferee is not an individual
          guarantor ("Arev Yachid") within the meaning of the Guarantee Law,
          1967 ("the Guarantee Law"); (v) any such sale, assignment or transfer
          is permitted pursuant to the Licence, or permission as required under
          the Licence has been granted in relation thereto, and (vi) such sale,
          assignment or transfer is permitted under the Facility Documents and
          all provisions of the Facility Documents applicable in the case of
          such sale, assignment or transfer of such Pledged Assets have been
          complied with. At the request of Elbit.Com, the Trustee undertakes
          promptly to carry out all actions reasonably required to be carried
          out by it as the holder of the pledges and charges created under this
          Pledge in order to facilitate a sale, assignment or transfer permitted
          by, and made in accordance with this clause 5.1 above;

5.2.      not to pledge, charge or grant any other Encumbrances (of whatsoever
          nature and howsoever ranking) in respect of or any other right or
          interest in favour of any third party in relation to any of the
          Pledged Assets (save for any transfer permitted by, and made in
          accordance with, the provisions of this Pledge);





<PAGE>


                                      -19-


5.3.      at any time and from time to time upon the written request of the
          Trustee, promptly to execute and deliver to the Trustee any and all
          such further notices, instruments and documents as the Trustee may
          deem reasonably necessary for it to obtain valid and enforceable
          first-ranking pledges as contemplated under this Pledge and to obtain
          the full benefit of the rights and powers herein granted;

5.4.      to notify the Trustee promptly in any case where attachment is levied,
          or execution proceedings are instituted against, or a Receiver is
          appointed over, or any similar act occurs or any similar proceedings
          are instituted in respect of, the Pledged Assets or any part thereof
          and to notify the third party who initiated or requested the same or
          any Receiver appointed of the existence of the pledges herein
          contained in favour of the Trustee, and to take, within 10 days of
          such attachment, execution proceedings, appointment of Receiver or
          similar act or proceedings as aforesaid, all necessary measures at the
          expense of Elbit.Com for the discharge or cancellation of the same as
          soon as practicable;

5.5.      to pledge in favour of the Trustee all Related Rights of whatsoever
          nature and whenever acquired by it, all in accordance with the
          provisions of clause 2 above;

5.6.      not, after the date hereof, to acquire any Related Rights nor to make
          any Shareholder Loans, unless Elbit.Com is the legal and beneficial
          owner of such Related Rights or Shareholder Loans free and clear of
          any Encumbrance (save for the pledges created pursuant to this Pledge
          or the Share Pledges);

5.7.      to oppose any change in the Memorandum and/or Articles of Association
          of Partner which will amend or derogate from the provisions of Article
          10.13 of the Articles of Association in force as at the date of this
          Pledge or in any way lead to any restrictions whatsoever on the
          ability of the Trustee to realise its rights under this Pledge;

5.8.      to procure that no Affiliate of Elbit.Com shall grant to Partner any
          Shareholder Loan, unless such Affiliate shall prior thereto have taken
          all steps as reasonably required by the Trustee to pledge its rights
          in respect thereof in favour of the Trustee (for the benefit of the
          Secured Creditors) in accordance with a pledge, in mutatis mutandis,
          the same form as this Pledge (to the extent relating to Shareholder
          Loans) and such Affiliate shall have taken all steps reasonably
          required by the Trustee to perfect such pledge.





<PAGE>


                                      -20-


6.   DEFAULT AND REALISATION

6.1.      Upon, and only upon, the occurrence of an Enforcement Event which is
          continuing and a declaration in accordance with clause 17.25(c) or (d)
          of the Facility Agreement that all the Advances are payable on demand
          or immediately due and payable, the Trustee shall, provided that the
          Trustee shall have given Elbit.Com the Required Prior Notice (as
          defined below), be entitled to realise its rights under this Pledge,
          including the realisation and sale of the Pledged Assets, in whole or
          in part, whether by the appointment of a Receiver and/or by the
          Israeli Execution office and/or by order of court and/or whether by
          any other method permitted under the Pledges Law, as the Trustee shall
          see fit and to apply the proceeds thereof on account of the Secured
          Obligations, all without the Trustee first being required to realise
          any other guarantee or collateral or other securities, if such be held
          by the Trustee. For the purposes of this clause 6.1, "the Required
          Prior Notice" shall mean: (i) 20 Business Days' prior notice, in the
          event that all the Advances have been declared payable on demand
          pursuant to clause 17.25(c) of the Facility Agreement, or (ii) 10
          Business Days' prior notice, in the event that the Advances have been
          declared immediately due and payable, whether, for the removal of
          doubt, pursuant to clause 17.25(c) or (d) of the Facility Agreement;
          provided that (for the removal of doubt), if, prior to the expiry of
          20 Business Days following the date of a notice as referred to in (i)
          above (an "On Demand Notice"), a notice is given as referred to in
          (ii) above (an "Immediately Due Notice"), then: (a) in the event that
          more than 10 Business Days has elapsed between the date of the On
          Demand Notice and the date of the Immediately Due Notice, the Required
          Prior Notice shall be 20 Business Days from the date of the On Demand
          Notice, and (b) in the event that less than 10 Business Days has
          elapsed between the date of the On Demand Notice and the date of the
          Immediately Due Notice, the Required Prior Notice shall be 10 Business
          Days from the date of the Immediately Due Notice. In realising its
          rights as aforesaid, the Trustee shall be required to observe all the
          requirements of the Licence in relation to such realisation, including
          the requirements of clause 22 of the Licence that if any such
          realisation shall cause a variation in the ownership of 10% or more of
          any means of control (as defined in the Licence) of Partner, such
          realisation may not be effected unless the prior written consent of
          the Minister of Communications has been obtained.





<PAGE>


                                      -21-


6.2.      Any and all sums to be received from the realisation of the Pledged
          Assets or any part thereof, shall be applied in the following order of
          priority:

6.2.1.         firstly, to the discharge of all the costs, fees and expenses
               incurred and which may be incurred in connection with the
               collection of the Secured Obligations, including the costs, fees
               and expenses referred to in clause 7.2 below and the costs and
               remuneration of a Receiver, if applicable, in such amount as
               shall be reasonably prescribed by the Trustee or approved by the
               court or the Israeli Execution Office or any other competent
               authority;

6.2.2.         secondly, in or towards payment of the Secured Obligations, or
               such part of them as is then due and payable, all in accordance
               with clause 23 of the Facility Agreement;

6.2.3.         thirdly, subject to clause 7, in payment of the surplus (if any)
               to Elbit.Com,

          or in such other order as the Trustee shall determine among the
          paragraphs of clause 6.2.

6.3.      The Trustee shall be exempt from taking any action whatsoever in
          connection with any Pledged Assets. The Trustee shall not be liable
          for any loss or damage which may be caused as a result of the exercise
          or purported exercise of the powers, authorities, rights or
          discretions vested in the Trustee in accordance with this Pledge or
          otherwise caused in connection herewith (other than, and to the extent
          of, any such loss or damage which resulted from the gross negligence
          or wilful misconduct (including wilful omission) of the Trustee) and
          Elbit.Com undertakes to indemnify the Trustee in any event that the
          Trustee is sued for any such loss or damage by others or in respect of
          any other matter or thing done or omitted to be done by the Trustee
          (in each such case, other than, and to the extent of, any such loss or
          damage which resulted from the gross negligence or wilful misconduct
          (including wilful omission) of the Trustee).

7.   CONTINGENCIES

7.1.      If the Trustee realises the security constituted by this Pledge
          (whether by the appointment of a Receiver or otherwise) at a time when
          the Secured Obligations (or any part thereof) shall not have fallen
          due under the Facility Documents (but at a time when amounts





<PAGE>


                                      -22-


          may become so due or are contingently due), the Trustee shall pay the
          proceeds of any recoveries if, to the extent applicable, not otherwise
          applied under clauses 6.2.1 and 6.2.2, into a Realisation Account or
          Realisation Accounts with the Account Bank in the name of Elbit.Com,
          which Realisation Accounts shall be charged by way of a first-ranking
          fixed charge in favour of the Trustee (for the benefit of the Secured
          Creditors) as security for the full discharge of the Secured
          Obligations. Elbit.Com hereby undertakes to execute all such documents
          as the Trustee shall reasonably require in order to create and perfect
          such charges over the Realisation Accounts as aforesaid.

7.2.      The Trustee may withdraw amounts standing to the credit of the
          Realisation Accounts to:

7.2.1.         meet all costs, fees, charges and expenses incurred and payments
               made by the Trustee (or any Receiver) in the course of the
               enforcement of this Pledge;

7.2.2.         pay remuneration to any Receiver in respect of the realisation of
               this Pledge as and when the same becomes due and payable; and

7.2.3.         meet amounts due and payable by Partner or any other Obligor
               under the Facility Documents as and when the same become due and
               payable,

          in each case, together with interest thereon at the Default Rate from
          the date the same become due and payable until the date the same are
          unconditionally and irrevocably paid and discharged in full.

7.3.      Amounts standing to the credit of each Realisation Account shall bear
          interest at the Account Bank's rate of interest for similar (if any)
          deposits in the relevant currency from time to time.

7.4.      Elbit.Com will not be entitled to withdraw any moneys (including
          interest) standing to the credit of any Realisation Account until the
          expiry of the Security Period.

8.   BOOKS OF ACCOUNTS

8.1.      Elbit.Com confirms that the respective books, accounts and entries of
          the Trustee and of the Facility Agent shall be deemed to be correct





<PAGE>


                                      -23-


          and shall, in the absence of manifest or proven error, be prima facie
          evidence for or against Elbit.Com in all their particulars.

8.2.      A certificate by the Trustee or any Facility Agent setting out the
          amount of any Secured Obligation shall, in the absence of manifest or
          proven error, be prima facie evidence of such amount for or against
          Elbit.Com.

9.   COSTS, EXPENSES AND INTEREST

9.1.      Elbit.Com shall cooperate with the other shareholders of Partner to
          procure, in its capacity as a Shareholder, that Partner shall, from
          time to time, on the demand of the Trustee, reimburse the Trustee for
          all reasonable costs and expenses submitted to Partner supported by
          appropriate evidence thereof (including legal fees but excluding any
          charges for management time) together with any VAT thereon incurred by
          the Trustee in connection with the negotiation, preparation and
          execution of this Pledge (and any amendments thereto) and the
          completion of the transactions herein contemplated, including the
          registration of each pledge herein created or contemplated hereby,
          subject to any limits agreed from time to time between Partner and the
          Trustee, as well as all costs of stamping and registering this Pledge
          and/or any other document ancillary hereto and/or to be entered into
          hereunder.

9.2.      Elbit.Com shall (in its capacity as a shareholder) cooperate with the
          other shareholders of Partner to procure that Partner shall, from time
          to time on demand of the Trustee, reimburse the Trustee for all costs
          and expenses (including legal fees) together with any VAT thereon
          incurred in or in connection with the preservation and/or enforcement
          of any of the rights of the Trustee under this Pledge or otherwise in
          connection with any claims or proceedings in relation to this Pledge.

9.3.      The Trustee and every Receiver and any attorney, agent or other person
          appointed by the Trustee, any such Receiver or the court in connection
          with this Pledge shall be entitled to be indemnified out of the
          Pledged Assets in respect of all liabilities and expenses properly
          incurred by them in the execution of any of the powers, authorities or
          discretions vested in them pursuant hereto and/or by law and against
          all actions, proceedings, costs, claims and demands in respect of any
          matter or thing done or omitted pursuant to this Pledge in any way
          relating to the Pledged Assets (except that resulting from gross
          negligence or wilful misconduct (including wilful omission) by the
          Trustee, Receiver or any such other person) and the Trustee may





<PAGE>


                                      -24-


          retain and pay all sums in respect of the same out of any moneys
          received under the powers hereby conferred.

9.4.      In the event that the Trustee issues proceedings against Elbit.Com for
          the payment of any amount due or to become due to the Trustee pursuant
          to this Pledge, the Trustee shall be entitled to claim in respect of
          the period from the issue of the proceedings until full payment
          thereof, interest at the Default Rate.

10.  FURTHER ASSURANCES

     Elbit.Com shall at its own expense execute and do all such acts and things
     as the Trustee may from time to time reasonably require in order to perfect
     or protect the security intended to be created hereby over the Pledged
     Assets or any part thereof or facilitate the realisation of the Pledged
     Assets or any part thereof or exercise of all powers, authorities and
     discretions vested in the Trustee or any Receiver of the Pledged Assets or
     any part thereof, all in accordance with this Pledge (and/or, if required
     by the Trustee, the Share Pledges) and applicable law. To that intent,
     Elbit.Com shall in particular execute all pledges, share transfer forms,
     other transfers and assignments of the Shares, Related Rights or other
     rights as may, in each such case, be reasonably required by the Trustee and
     give all notices (including notices of all assignments made by Elbit.Com
     hereunder), orders and directions and make all registrations which may be
     reasonably required by the Trustee.

11.  DELEGATION BY TRUSTEE

     The Trustee may at any time and from time to time delegate by power of
     attorney or in any other manner to any person or persons all or any of the
     powers, authorities and discretions exercisable by the Trustee under this
     Pledge. Any such delegation may be made upon such terms and subject to such
     regulations as the Trustee may think fit, provided that nothing in this
     clause 11 shall confer upon the Trustee the power to allow any delegate to
     sub-delegate any such rights, powers, authorities and discretions. The
     Trustee shall not be in any way liable or responsible to Elbit.Com, any
     Secured Creditor or any other person for any loss or damage arising from
     any default, omission, misconduct or negligent act on the part of any such
     delegate, save where such loss or damage arises due to the wilful
     misconduct (including wilful omission) or wilful default or gross
     negligence of such delegate and the Trustee is considered by a final
     decision of a court to have been grossly negligent in its delegation to the
     delegate concerned.





<PAGE>


                                      -25-


12.  POWER OF ATTORNEY

     Solely for the purposes of securing the due performance of Elbit.Com's
     obligations under or pursuant to this Pledge, Elbit.Com hereby irrevocably
     appoints the Trustee and every delegate, as referred to in clause 11, to be
     its attorney acting severally, and on its behalf and in its name or
     otherwise to execute and do all such acts and things which Elbit.Com
     expressly ought to do under the covenants and provisions contained in this
     Pledge (including to make any demand upon, or to give any notice or receipt
     in connection with, any Shareholder Loan and/or to execute, deliver and
     register any pledges, charges, assignments or other security) and,
     generally, in its name and on its behalf to exercise all or any of the
     powers, authorities and discretions expressly conferred by or pursuant to
     this Pledge or by law on the Trustee or any such delegate and (without
     prejudice to the generality of the foregoing) to perfect any security
     granted hereunder or pursuant hereto. The Trustee or any delegate as
     aforesaid shall only exercise such power of attorney if Elbit.Com fails to
     perform all or any of the acts or obligations which are expressly required
     to be performed by it under this Pledge within 3 Business Days of being
     required to so perform any such act or obligation, or earlier in the event
     that in the reasonable opinion of the Trustee the rights of the Trustee
     under this Pledge may be prejudiced by the delay.

13.  WAIVER BY Elbit.Com

     Subject to and without derogating from any other provisions of this Pledge
     which exclude the application of, or constitute a waiver by Elbit.Com of,
     certain defences or rights under the Guarantee Law (which defences or
     rights would, but for such provisions, have been available to Elbit.Com):

13.1.     Elbit.Com hereby waives all rights and defences under Sections 2, 4-6
          inclusive, 8-11 inclusive and 13-17 inclusive of the Guarantee Law and
          confirms that such provisions of the Guarantee Law shall not apply to
          this Pledge;

13.2.     Elbit.Com shall be entitled to rely on Section 7 of the Guarantee Law,
          to the extent applicable; and

13.3.     Elbit.Com shall be entitled to rely on Section 12 of the Guarantee
          Law, to the extent applicable, but only in the event that: (i) all the
          Secured Obligations have been unconditionally and irrevocably paid and
          discharged in full; (ii) there has been no realisation of all or any
          part of the Pledged Assets or of all or any of the pledged assets
          under any other Share Pledge; (iii) the Trustee shall have received





<PAGE>


                                      -26-


          written instructions and undertakings executed by all the Shareholders
          who have paid amounts on account of the Secured Obligations and are
          entitled to rely on Section 12, detailing the names of the
          Shareholders to whom the relevant security interests should be
          transferred and undertaking to indemnify the Trustee and the Secured
          Creditors against any claims, losses, damages, expenses, costs,
          charges, liability or proceedings which may be brought, made or
          preferred against, or suffered, incurred or sustained by, the Trustee
          or any Secured Creditor in relation to, in connection with, or arising
          out of, the transfer of security interests as aforesaid; and (iv) all
          consents, approvals, authorisations and permits necessary under the
          Licence, under law or under contract in order to perform such transfer
          have been obtained and there is no impediment under the Licence, law
          or contract to such transfer.

14.  REMEDIES AND WAIVERS

     No failure to exercise, nor any delay in exercising, on the part of the
     Trustee or Elbit.Com of any right or remedy hereunder shall operate as a
     waiver thereof, nor shall any single or partial exercise of any right of
     remedy prevent any further or other exercise thereof or the exercise of any
     other right or remedy.

15.  PARTIAL INVALIDITY

     If, at any time, any provision hereof is or becomes illegal, invalid or
     unenforceable in any respect or any of the security intended to be created
     by or pursuant to this Pledge is ineffective, neither the legality,
     validity or enforceability of the remaining provisions hereof or the
     effectiveness of any of the remaining such security, shall in any way be
     affected or impaired thereby.

16.  COUNTERPARTS

     This Pledge may be executed in any number of counterparts and all of such
     counterparts taken together shall be deemed to constitute one and the same
     instrument.

17.  NOTICES

17.1.     Each communication to be made hereunder shall be made in writing and,
          unless otherwise stated, shall be made by facsimile, telex or letter.





<PAGE>


                                      -27-


17.2.     Any communication or document to be made or delivered by one person to
          another pursuant to this Pledge shall (unless that other person has by
          15 Business Days' written notice to the other specified another
          address) be made or delivered to that other person at the address
          identified with its signature below and shall be deemed to have been
          made or delivered when despatched and confirmation of receipt by the
          intended recipient has been received (in the case of any communication
          made by telex or fax) or (in the case of any communication made by
          letter) when left at that address or (as the case may be) 5 Business
          Days after being deposited in the postage prepaid in an envelope
          addressed to it at that address provided that any communication or
          document to be made or delivered to the Trustee shall be effective
          only when received by the Trustee and then only if the same is
          expressly marked for the attention of the department or officer
          identified with the Trustee's signature below (or such other
          department or officer as the Trustee shall from time to time specify
          for this purpose):

17.2.1.        to Elbit.Com:     42nd Floor
                                 3 Azrieli Center, Triangle Building
                                 Tel Aviv 67021
                                 Israel

                                 Facsimile: +972 3 607 5556
                                 Attention: Tal Raz

17.2.2.        to the Trustee:   5th Floor
                                 32 Yehuda Halevi Street
                                 Tel-Aviv
                                 Israel

                                 Facsimile: 03 514 9017
                                 Attention: Corporate Division, Head of
                                            Communications Sector

               with a copy to:   Stuart Gnessen, Adv.
                                 13 Ahad Ha'am Street
                                 Tel-Aviv
                                 Israel
                                 Facsimile: 03 514 9433

18.  ASSIGNMENT

     Elbit.Com hereby irrevocably and unconditionally consents to the Trustee
     being able, at any time, without any further consent being required from
     Elbit.Com, to assign this Pledge and its rights and/or obligations arising
     thereunder in whole to any Optional Israeli Bank or other Israeli bank
     approved by Partner (which approval shall not be unreasonably withheld)
     which is appointed in accordance with the provisions of the Security Trust





<PAGE>


                                      -28-


     Deed, to act, in place of the Trustee, as trustee for the benefit of the
     Secured Creditors and any such assignee may also reassign the said rights
     as aforesaid to an Optional Israeli Bank or any other Israeli bank approved
     as aforesaid without any further consent being required from Elbit.Com.
     Such assignment may be effected by endorsement on this Pledge or in any
     other way the Trustee or any subsequent assignor deems fit.

19.  GOVERNING LAW

     This Pledge shall be governed by, and construed in accordance with, the
     laws of the State of Israel.

20.  JURISDICTION

     Elbit.Com hereby irrevocably nominates the courts of Tel-Aviv as the place
     of jurisdiction for all purposes connected with this Pledge, but without
     prejudice to the right of the Trustee to institute proceedings against
     Elbit.Com in connection with this Pledge in any other competent court in
     Israel or (in the event that Elbit.Com or any successor becomes
     incorporated outside of Israel or any of the Pledged Assets are situated
     outside of Israel) outside of Israel.

21.  TERMINATION

     For the removal of doubt, this Pledge shall terminate upon the expiry of
     the Security Period.

22.  NO AMENDMENT

     This Pledge shall not be amended, modified or altered unless the written
     consent of all parties hereto to such amendment, modification or alteration
     has been obtained.

IN WITNESS WHEREOF the parties have signed this Pledge on the date written at
the beginning of this document.

for:   ELBIT.COM LTD.                     for:   BANK LEUMI LE-ISRAEL B.M.


By:    Elbit.COM ltd.                     By:    Bank Leumi Le-ISRAEL Ltd.

Title: Director     Director              Title: Customer Relationship Manager


/s/ Paul Weinberg   /s/ Tal Raz           /s/ Iris Rapoport      /s/ Rinat Maor
-----------------   -----------           -----------------      --------------





<PAGE>


                                      -29-


We, the undersigned, Partner Communications Company Ltd., acknowledge the
pledges created pursuant to the above pledge of the Pledged Assets (as such term
is defined in the above Pledge).


for:   PARTNER COMMUNICATIONS
       COMPANY LTD.


By:    /s/ Alan Gelman
       -----------------------
Title: Chief Financial Officer


By:    /s/ Amikam Cohen
       -----------------------
Title: Chief Executive Officer