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Exhibit 4(a)13

[Translation
               from Hebrew]

SERVICE
AGREEMENT

Drawn
up and signed on September 29, 2008

between:

|                      |                                                                              
|--------------------- | -----------------------------------------------------------------------------
|                      | SUNY ELECTRONICS LTD.                                                        
|                      | of 48 Ben-Tsiyon Galis Street, Segula Industrial
  Zone, Petach-Tikva, Israel
|                      | (hereinafter  Suny)                                                       
|                      |                                                                              
|of
  the first part; 
|                     
|and:                 
|                     
|                      | SCAILEX CORPORATION LTD.                                                     
|                      | of 48 Ben-Tsiyon Galis Street, Segula Industrial
  Zone, Petach-Tikva, Israel
|                      | (hereinafter  Scailex)                                                    
|                      |                                                                              
|of
  the second part;

|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|----------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Whereas     | Suny is a public company, whose shares are listed
  for trading on the Tel-Aviv Stock Exchange Ltd., and whereas it holds shares
  of Scailex, constituting some 64% of Scailexs issued and paid-up share
  capital;                                                                                                                                                                                                                                                               
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|and whereas | concurrent with the signing of this Service
  Agreement, an agreement was signed between Suny and Scailex, under which
  Scailex is acquiring from Suny Sunys operations in the cellular sector, as
  this term is defined in the agreement for the purchase of the operations
  (hereinafter  Operations Purchase
  Agreement), a copy of which is attached to this Service Agreement
  as an integral part thereof;                                                           
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|and whereas | on July 17, 2008, the parties signed a service
  agreement under which Scailex shall provide various services to Scailex
  (hereinafter  the Original Agreement);                                                                                                                                                                                                                                                                                                                
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|and whereas | Suny desires to continue to receive various services
  from Scailex, which were previously provided to Suny by Suny Telecom Ltd. and
  Dyn Dynamic Ltd. prior to the transfer of the operations pursuant to the
  Operations Purchase Agreement, as well as to continue to receive services
  from Scailex, which were provided to Suny pursuant to the Original Agreement,
  all as specified hereunder in this Service Agreement and in conformance with
  the conditions thereof;

1

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|            |                                                                                                                                                                                                                                                         
|----------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|and whereas | the parties desire to anchor all conditions
  concerning the Services being granted by Scailex to Suny in this Agreement,
  in such manner that, upon validation of this Agreement, this Agreement shall
  supersede and replace the Original Agreement;

Wherefore, the parties hereby agree and stipulate as
follows:

|   |                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                 
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | Recitals,
  Declarations and Clause Headings                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                 
|   | 1.1                                                                                                                                                                                                                                                                                                        | The recitals to this
  Agreement, the declarations of the parties thereto and the appendices
  attached thereto constitute an integral part thereof.                                                   
|   |                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                 
|   | 1.2                                                                                                                                                                                                                                                                                                        | This Agreement has been
  divided into sections and clause headings have been added solely for the sake
  of convenience, and no use may be made thereof for purposes of interpreting
  this Agreement.
|   |                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                 
|2. | Definitions                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                 
|   | In this Agreement, the
  following terms shall have the meanings defined alongside them, unless the
  context of the matters dictates otherwise:                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                 
|   | The Services: the Services of the C.F.O. and the Additional
  Services.                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                 
|   | The C.F.O.s Services: Services of the C.F.O., which are
  being provided to Suny through the C.F.O. of Scailex.                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                 
|   | The Additional Services: computer services, housekeeping
  and building maintenance services, services of corporate secretaries, as well
  as services assisting with the consolidation of the financial statements (as
  well as bookkeeping and accounting services if and to the extent agreed upon).
|   |                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                 
|3. | The
  Service Agreement                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                 
|   | 3.1                                                                                                                                                                                                                                                                                                        | The C.F.O.s Services                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                            | 3.1.1                                                                                                                                                                                                   | Scailex undertakes to
  provide C.F.O. Services to Suny throughout the period of the Agreement (as
  specified hereunder in clause 4) through Scailexs C.F.O. (hereinafter  the C.F.O.), whose consent to
that
  stated shall become a part of the C.F.O.s employment agreement at Scailex.

2

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| |     |                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | --- | ----------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     | 3.1.2                   | When providing the C.F.Os
  Services, the C.F.O. shall be subordinate to Sunys C.E.O., whomever the
  C.E.O. shall be from time to time, and shall act according to the C.E.O.s
  instructions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     | 3.1.3                   | The C.F.O.s Services shall
  be performed by the C.F.O. with expertise and at a good level of
  professionalism.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     | 3.1.4                   | The scope of the C.F.O.s
  Services shall be to the extent required for the purpose of performing the
  Services in a good and efficient manner. The parties agree that the scope of
  the C.F.O.s Services until the publication of the 2008 annual financial
  statements shall be set at the appointment percentage of 25% of the C.F.O.s
  appointment. Immediately subsequent to the publication of the annual
  financial statements for each calendar year, the parties shall mutually agree
  upon the scope of the C.F.O.s appointment for the following year, after
  examination of the scope of the C.F.O.s Services required during the
  previous year and the forecast for the following year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     | 3.1.5                   | Whereas the C.F.O. shall be
  deemed an officeholder at Suny, Suny undertakes to issue a release, insurance
  and indemnification to the C.F.O. and to Scailex like for all of the other
  officeholders at Suny.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | 3.2 | The Additional Services
| |     |                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     | 3.2.1                   | Scailex undertakes to
  provide the Additional Services to Suny during the period of the Agreement as
  specified hereunder in clause 4, including bookkeeping and/or accounting
  services within the scope of the Additional Services as shall be agreed upon
  between the parties in writing in an addendum to the Agreement that is to be
  signed (bookkeeping and/or accounting services, if and to the extent provided,
  shall be reviewed immediately after the publication of the annual financial
  statements of each calendar year, and the parties shall agree upon the scope
  of the Additional Services to be provided during the following year, after
  examination of the scope of the Additional Services required during the
  previous year and the forecast for the following year). The Additional
  Services shall be provided by Scailex through units on its behalf, at its
  discretion, in coordination with Suny, provided that they have the
  capabilities, knowledge and experience for the purpose of providing these
  Services and provided that they are employed by Scailex under wage agreements
  and/or in service-provider agreements. When providing the Additional
  Services, Scailex shall devote the time, experience, connections and the
  knowledge it possesses in the fields of the Additional Services, this as
  shall be reasonably required from time to time according to Sunys needs.

3

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|   |                               |                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                         
|-- | ----------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                               | 3.2.2                                                                                                                                                                                                                                          | Scailex hereby undertakes to
  perform the Services for Suny during the period of this Agreement, and
  subject to the conditions thereof, and Suny agrees and undertakes to purchase
  and to accept the Services from Scailex.                                                                                                                                        
|   |                               |                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                         
|   |                               | 3.2.3                                                                                                                                                                                                                                          | Scailex undertakes to
  perform the Services professionally and with expertise and with full
  cooperation and coordination with other service-providers to Suny, and to
  devote all of the time that shall be necessary for the purpose of providing
  the Services.                                                                                                  
|   |                               |                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                         
|   |                               | 3.2.4                                                                                                                                                                                                                                          | Suny shall make available
  all information, equipment, records, etc. to Scailex or to any person acting
  on Scailexs behalf within the scope of this Agreement, that are in Sunys
  control and reasonably required by Scailex and/or by whomever is acting on
  Scailexs behalf for the purpose of providing the Additional Services and/or
  in relation thereto.
|   |                               |                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                         
|4. | The
  Period of the Agreement
|   |                               |                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                         
|   | 4.1                           | This Agreement shall be in
  effect for a period of 60 months commencing as of the execution date of the
  Operations Purchase Agreement, and subject to the receipt of the approval of
  the competent organs, as stated below in clause 9.1.

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|   |                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 
|-- | ---------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|   | 4.2                                                        | Notwithstanding that stated
  above, it is agreed that either party has the right to terminate this
  Agreement or a portion thereof by prior written notice delivered by it to the
  other party at least 90 days prior to the date it affixed for termination of
  the Agreement.                                                                                                                                                                                                                          
|   |                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 
|   |                                                            | Termination of a portion of
  this Agreement means termination of either: the C.F.O.s Services or the
  Additional Services.                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 
|5. | Performance
  of the Services as an Independent Contractor
|   |                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 
|   | 5.1                                                        | It is expressly agreed that
  the Services shall be performed by Scailex as an independent contractor
  providing services for all intents and purposes, and that no
  employer-employee relations shall exist between Scailex and Suny.                                                                                                                                                                                                                                                                     
|   |                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 
|   | 5.2                                                        | Without derogating from that
  stated above, it is hereby agreed that, in the event that a competent
  tribunal or court of law shall rule that any of those providing services to
  Suny is an employee in his relations with Suny, Scailex undertakes to
  indemnify Suny and to reimburse it for any sum that Suny shall be obligated
  to pay to any service-provider as stated, in respect whereof a ruling is
  issued that employer-employee relations exist between that service-provider
  and Suny.
|   |                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 
|   | 5.3                                                        | Scailex declares and
  acknowledges that Suny has agreed to engage with it in this Agreement solely
  relying on this declaration.                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 
|6. | The
  Consideration                                       
|   |                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 
|   | 6.1                                                        | In consideration for the
  C.F.O.s Services, Suny shall pay to Scailex monthly service fees to Scailex
  for the C.F.O. (hereinafter  C.F.O.
  Services Fee) at the sum of 25% of the monthly wage cost of the
  C.F.O. as Scailex shall deliver in writing to Suny.                                                                                                                                                                                                                                     
|   |                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 
|   | 6.2                                                        | In consideration for the
  Additional Services, Suny shall pay monthly service fees for the Additional
  Services (hereinafter  Additional
  Services Fee) at the sum of ILS 20,000 (twenty thousand shekels)
  per month during the period of the Agreement.                                                                                                                                                                                                                                             

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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | 
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | 
|   | 6.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Bonuses from Scailex to the
  C.F.O. and/or to individuals (beyond their monthly wage) in respect of the
  Services being provided to Suny in accordance with this Agreement, if and to
  the extent that the granting of bonuses shall be considered, shall only be
  given if there is prior consent between Suny and Scailex. If the parties shall
  agree upon a bonus, Suny shall pay the cost thereof to Scailex, and all as
  shall be agreed between the parties (in addition to the C.F.O. Services Fee
  and the Additional Services Fee being paid monthly). It is hereby clarified
  that that stated hereinabove does not constitute any commitment on the part
  of Suny to agree to give any bonus in respect of the provision of the
  Services to Suny.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | 
|   | 6.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | The C.F.O. Services Fee and
  the Additional Services fee (hereinafter jointly  the Services Fees) shall be paid to
  Scailex every month no later than the 10th day of every calendar
  month in respect of the previous calendar month.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | 
|7. | Intellectual
  Property Rights                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | 
|   | Scailex declares and
  undertakes that all data, knowledge and information pertaining to the
  provision of the Services, including, and without derogating from the general
  purport of that stated above, trade names, formulas, patent rights, lists of
  customers, lists of suppliers and any other right (hereinafter  the Rights) belong solely to Suny, and
  Scailex undertakes not to make use of these Rights save within the scope of
  this Agreement and for the fulfillment of its obligations pursuant thereto.
  Scailex further undertakes that for as long as this Agreement is in effect
  and for a period of two years after the Agreement expires, Scailex shall
  safeguard the confidentiality of the intellectual property Rights and shall
  not disclose any information whatsoever pertaining to the Rights to any other
  person and/or body without Sunys prior written consent.

6

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|   |                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 
|-- | -------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|8. | Taxes and
  Payments
|   |                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 
|   | 8.1                  | The Services Fees shall be
  paid to Scailex against a duly prepared tax invoice and a certificate of its
  withholding tax exemption, or a certificate of withholding tax at the rate
  set by the tax assessor.                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 
|   | 8.2                  | Value Added Tax that shall
  apply, if any, to the Services Fees and the rest of the payments to be paid
  to Scailex pursuant to the provisions of this Agreement shall apply to Suny
  and shall be paid by it to Scailex together with every payment pursuant to
  the provisions of this Agreement against a duly prepared tax invoice.                                                                                                                                                                                                                                                                                     
|   |                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 
|   | 8.3                  | Income tax and all other
  taxes and levies (excluding V.A.T.) that shall apply to the Services,
  including all payments and taxes to Scailexs employees who shall be engaged
  in the performance of the Services, shall apply to Scailex and shall be paid
  by it.                                                                                                                                                                                                                                                                                                                                                         
|   |                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 
|   |                      | Scailex shall be solely
  responsible for all reports, financial transfers and every other statutory
  obligation pertaining to the said tax liabilities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 
|9. | General
  Provisions
|   |                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 
|   | 9.1                  | The validity of this
  Agreement is contingent upon the receipt of all approvals required by law by
  the competent organs, including the General Assemblies of Shareholders of
  Scailex and Suny, taking into consideration, inter alia, the fact that the
  engagement for the performance of the Services in accordance with this
  Agreement is between two public companies, when one of them (Suny) is the
  controlling shareholder of the other (Scailex). Subject to the provisions of
  any law, the parties undertake to exert their best efforts to obtain the
  requisite approvals as stated as soon as possible.
|   |                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 
|   |                      | If, within 90 days of the
  signing date of this Agreement, the approvals required by law of the
  competent organs of both Scailex and Suny are not received, this Agreement
  shall expire and be voided, and the parties shall not have any allegation or
  claim against each other. In such instance, the Original Agreement shall
  remain in effect.                                                                                                                                                                                                                                                                     

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| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | 
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | 9.2 | The parties undertake to
  safeguard in absolute confidentiality and not to disclose and/or to transmit
  in any other manner, any information, knowledge, plans, diagrams, documents,
  computer files, trade secrets, commercial secrets and any other information
  regarding the other party or any of its employees, or that the other party is
  obligated to safeguard in secrecy by virtue of any agreement or statute,
  which comes into their possession throughout the period of this Agreement
  (hereinafter  Confidential Information).
  To dispel any doubt, it is hereby clarified that the expression confidential
  information pursuant to this Agreement does not include information that was
  known to the recipient of the information before it was received from the
  other party, or which was publicized, or that was lawfully received from any
  third party lawfully possessing it, or information which is independently
  developed without relying on the information of the other party.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | 
| | 9.3 | To dispel any doubt, it is
  hereby clarified that this Agreement shall in no way derogate from other
  arrangements between the parties in relation to topics not explicitly
  addressed in this Agreement, with the exception of in relation to the
  Original Agreement (dated July 17, 2008), which this Agreement is intended to
  replace, and therefore, upon validation of this Agreement, the Original
  Agreement shall automatically expire.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | 
| | 9.4 | Each of the parties to this
  Agreement undertakes not to assign or to transfer its rights and/or
  obligations pursuant to this Agreement to any other party without obtaining
  the other partys prior written consent. Notwithstanding that stated above,
  Scailex shall be allowed to assign its rights and/or obligations pursuant to
  this Agreement to a corporation wholly owned by it, provided that it shall
  remain guarantor for the fulfillment of that corporations obligations
  pursuant to this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | 
| | 9.5 | This Agreement encompasses
  all that agreed upon between the parties in relation to the Services, as this
  term is defined in this Agreement, and pertaining thereto, and negates any
  representation, understanding or consent between Suny and Scailex in relation
  to the Services that was achieved, if any, prior to the signing of this
  Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

8

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| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | 
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | 9.6 | The parties undertake to
  conduct themselves inter se
  with fidelity and integrity.                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | 
| | 9.7 | Non-exercise of rights
  pursuant to this Agreement by one of the parties in respect of a breach by
  the other party shall in no way be deemed a waiver of those rights and/or a
  waiver in respect of that breach.                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | 
| | 9.8 | No amendment and/or addendum
  to this Agreement shall be valid unless drawn up in writing and signed by all
  parties to the Agreement.                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | 
| | 9.9 | The parties affix their
  addresses for the purposes of this Agreement as specified in the recitals to
  this Agreement. Any notice sent by one party to the other by registered mail
  according to its address above shall be deemed as if having arrived at the
  addressee 72 hours after having been delivered for dispatch at the post
  office, and, if personally delivered and/or transmitted by facsimile and/or
  similar message transmission device  at the time of transmission thereof.

In witness whereof, the parties have
hereunto signed:

|                                       |  |                                      
|-------------------------------------- |  | -------------------------------------
|/s/ Yahel Shachar   /s/ Shachar Rachim |  | /s/ Ilan Ben Dov   /s/ Shachar Landau
|                                       |  |                                      
|Scailex Corporation Ltd.               |  | Suny Electronics Ltd.                

9

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