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Exhibit 4(a)17

NOVATION AGREEMENT

This Novation Agreement (the Agreement) is made this 24th day of November, 2008 among:

| |                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------
| | Suny Telecom Ltd., a company incorporated in Israel with its principal
  place of business at 48 Segula Street 49277, Israel (Suny);              
| |                                                                                                                                                     
| | Scailex Corporation Ltd., a company incorporated in Israel with its
  principal place of business at 48 Segula Street 49277, Israel (Scailex); and
| |                                                                                                                                                     
| | Samsung Electronics Co. Ltd., a company incorporated in Korea with its
  principal place of business at ______________ (Samsung).                 

(a) THE PARTIES AGREE TO THE FOLLOWING FACTS:

| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1. | Samsung has entered into certain contracts with Suny, namely: GSM
Mobile Station Distributorship Agreement on February 27, 2001; and CDMA Mobile
Station Distributorship Agreement on July 10th, 1998. The
Term The Contracts, as used in this Agreement, means the above contracts or
any other arrangements that arise from or are related to the above
contracts, including all modifications and/or amendments made between
Samsung and Suny before the effective date of this Agreement. The
Contracts, including their applicable amendments, are attached hereto as
Appendix Aand Appendix B, respectively.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | 2. | Scailex assumes all obligations and liabilities of Suny under the
  Contracts by this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | 3. | Scailex is in a position to fully perform all obligations as they may
  exist under the Contracts.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | 4. | It is consistent with Samsungs interest to recognize Scailex as
  successor party to the Contracts.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

(b) IN
CONSIDERATION OF THESE FACTS, THE PARTIES AGREE THAT BY THIS AGREEMENT

| |    |                                                                                                                                                                                                                                                                                                                             
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1. | Suny confirms
  the transfer of all its rights and obligations under the Contracts to
  Scailex, and waives any claims and rights
  against Samsung that it now has or may have in the future in connection with the Contracts.                                                                                             
| |    |                                                                                                                                                                                                                                                                                                                             
| | 2. | Scailex agrees to be bound by and to perform each and all of the
  Contracts in accordance with the terms and conditions contained in the
  Contracts. Scailex also assumes all obligations and liabilities of, and
  all claims against, Suny under the Contracts as if Scailex were the original
  party to the Contracts.
| |    |                                                                                                                                                                                                                                                                                                                             
| | 3. | Scailex ratifies all previous actions taken by Suny with respect to
  the Contracts, with the same force and effect as if the actions had been
  taken by Scailex.                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                             
| |    |                                                                                                                                                                                                                                                                                                                             

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| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 4. | Samsung agrees that Scailex is Sunys successor in the interest in and
  to the Contracts and assignee
  of all rights and obligations under the Contracts, so that Scailex, by the
  Agreement, becomes entitled to all
  rights, titles, and interests of Suny in and to the Contracts as if Scailex
  were the original party
  to the Contracts. Each party hereby represents and warrants vis-à-vis the
  other party that as
  of the date hereof, neither party is aware of any material claim or
  allegation or potential material claim or allegation against the other party in connection with
  or with respect to the Contracts. For the avoidance of doubt, the parties recognize that they
  may have non-material claims or
  allegations against each other in the ordinary course of business (i.e., the
  commercial relationship between them).
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | 5. | Except as expressly
  provided in this Agreement, nothing in it shall be construed as a waiver of
  any rights of Samsung
  against Suny.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | 6. | Suny Electronics
  Ltd. guarantees payment of all liabilities and the performance of all
  obligations that Scailex (i) assumes under this Agreement; or (ii) may undertake in the
  future should the Contracts be modified under their terms and conditions. Suny waives notice of, and
  consents to, any such future modifications.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | 7. | The Contracts shall
  remain in full force and effect, except as modified by this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | 8. | This Agreement shall
  be governed by the laws of the State of New York, without regard to conflicts
  of laws provisions
  thereof. All disputes, controversies or differences which may arise out of,
  in connection with or
  in relation to this Agreement shall be settled amicably and promptly by
  mutual consultation among the parties
  hereto. In the event of the failure of such amicable settlement, any and all disputes shall be settled by arbitration
  in accordance with the Rules of Arbitration of the International
  Chamber of Commerce. The arbitration shall be conducted in English and take
  place in the respondent partys country. The award of arbitration shall be
  final and binding upon the parties
  hereto.                                                                                                              

IN WITNESS whereof the
parties hereto have executed this Agreement the day and year first above mentioned.

|                              |  |                                                                |  |        |  |                   
|----------------------------- |  | -------------------------------------------------------------- |  | ------ |  | ------------------
|Samsung Electronics
Co., Ltd. |  | Suny Telecom Ltd.                                             
|                              |  | -s- Chiwon Suh                                                 |  |        |  | -s- Landau; Rachim
|                              |  |                                                                |  |        |  |                   
|By:                           |  | Chiwon Suh                                                     |  | By:    |  | Landau; Rachim    
|Title:                        |  | President, MEA
  HQ                                            |  | Title: |  | CEO; CFO          
|Date:                         |  | 21 Dec 2008                                                    |  | Date:  |  | Nov 24, 2008      
|                              |  |                                                                |  |        |  |                   
|                              |  |                                                                |  |        |  |                   
|Scailex
Corporatioion Ltd.    |  | Suny Electronics Ltd. (with respect to Article 5-7 above only)
|                              |  | -s- Shachar; Rachim                                            |  |        |  | -s- Landau; Rachim
|                              |  |                                                                |  |        |  |                   
|By:                           |  | Shachar; Rachim                                                |  | By:    |  | Landau; Rachim    
|Title:                        |  | CEO; CFO                                                       |  | Title: |  | CEO; CFO          
|Date:                         |  | Nov. 24, 2008                                                  |  | Date:  |  | Nov 24, 2008      

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# Appendix A

[See Exhibit 4(a)15
of this Amendment No. 1 to Form 20-F/A]



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# Appendix B

[See Exhibit 4(a)16
of this Amendment No. 1 to Form 20-F/A]



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