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Exhibit 4(a)(10)

[TRANSLATION FROM HEBREW]

AGREEMENT

Drawn up and signed in Herzliya today, April
10, 2008

|         |  |                                                                    |                     | 
|-------- |  | ------------------------------------------------------------------ | ------------------- | 
|between: |  | Israel Petrochemical Enterprises Ltd.                              |                     | 
|         |  | of 16
  Shenkar Street, Herzliya Pituach, Israel                   |                     | 
|         |  | Fax number:
  + 972-9-952-4008                                     |                     | 
|         |  | (hereinafter
   IPE)                                            |                     | 
|        
|         |  |                                                                    | of the first part;  | 
|        
|and:     |  | Scailex Corporation Ltd.                                           |                     | 
|         |  | of 16
  Shenkar Street, P.O.B. 12423, Herzliya Pituah 46733 Israel |                     | 
|         |  | (hereinafter
   Scailex)                                        |                     | 
|         |  |                                                                    | of the second part; | 

|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|----------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|whereas     | Scailex owns
  and holds 1,000 no-par value shares of Petroleum Capital Holdings Ltd.,
  private company number 51-391980-3 (hereinafter  Petroleum), constituting 100% of Petroleums registered
  and issued share capital (hereinafter  the
  Shares Being Sold);                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|and whereas | Scailex owns
  and holds two capital notes of Petroleum, which were issued in respect of
  monies injected into Petroleum, at the inclusive face value of ILS
  1,167,335,156 (one billion, one hundred and sixty-seven million, three
  hundred and thirty-five thousand, one hundred and fifty-six New Israeli
  Shekels), which are unlinked and interest free, correct to the signing date
  of this Agreement (hereinafter  the
  Capital Notes Being Sold);                                                                                                                                                                                                                                                                                     
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|and whereas | on February
  18, 2007, a memorandum of agreements was signed between Scailex and Petroleum
  as the party of the first part and Israel Corporation Ltd. (hereinafter  Israel Corporation) as the party of the
  second part, concerning, inter alia,
  the submission of a joint bid to purchase shares of Oil Refineries Ltd.,
  public company number 52-003665-8 (hereinafter  ORL), whose shares were offered for sale by the State of
  Israel and were listed for trading on the Tel-Aviv Stock Exchange, and, on
  February 19, 2007, an addendum to the said memorandum of agreements was
  signed between the aforesaid parties (the memorandum of agreements and the
  addendum jointly hereinafter  the
  Memorandum of Agreements);
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|and whereas | pursuant to
  the Memorandum of Agreements, Petroleum purchased ORL shares on a number of
  occasions, so that, on the signing date of this Agreement, Petroleum owns
  315,279,564 (three hundred and fifteen million, two hundred and seventy-nine
  thousand, five hundred and sixty-four) ordinary shares of ILS 1 n.v. each of
  ORL (hereinafter  Petroleums ORL Shares);                                                                                                                                                                                                                                                                                                                                                                      

1

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|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|----------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|and whereas | on May 10,
  2007, the Memorandum of Agreements was terminated at the request of Israel
  Corporation, and, in lieu thereof, Israel Corporation issued an irrevocable
  undertaking to Scailex and Petroleum to engage in an ORL joint control
  agreement with them, under certain conditions, the wording of which is
  attached as Appendix A. to the said irrevocable undertaking (Israel
  Corporations irrevocable undertaking and the wording of the agreement
  attached thereto in the said Appendix A. hereinafter  Israel Corporations Deed of Undertaking);                                                                                              
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|and whereas | on the
  signing date of this Agreement, IPE is the controlling shareholder of
  Scailex;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|and whereas | simultaneously
  with the signing of this Agreement, an agreement is being signed between IPE
  and Suny Electronics Ltd. (hereinafter  Suny),
  pursuant whereto, upon the fulfillment of certain conditions, Suny shall
  purchase from IPE all of IPEs shares of Scailex (hereinafter  the Suny Agreement);                                                                                                                                                                                                                                                                                                                                                     
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|and whereas | Scailex
  desires to sell and transfer to IPE, and IPE desires to purchase and receive
  by way of transfer from Scailex, the Shares Being Sold and the Capital Notes
  Being Sold, and Scailex desires to assign to IPE, and IPE desires to receive
  by way of assignment from Scailex, all of Scailexs rights and obligations
  vis-à-vis Israel Corporation pursuant to and by virtue of the Memorandum of
  Agreements and Israel Corporations Deed of Undertaking, all the aforesaid
  being subject to and in accordance with the conditions specified in this
  Agreement, and subject to the consummation of the transaction predicate to
  the Suny Agreement;
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|and whereas | the parties
  desire to define and affix the conditions of the engagement between them;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

wherefore,
the parties hereby declare, agree and stipulate as follows:

|   |                             |                                                                                                                                                                                                       
|-- | --------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | Recitals and Interpretation
|   |                             |                                                                                                                                                                                                       
|   | 1.1                         | The recitals
  to this Agreement and the appendices thereto constitute an integral part
  hereof.                                                                                                     
|   |                             |                                                                                                                                                                                                       
|   | 1.2                         | This
  Agreement has been divided into sections, and section headings have been
  added, solely for the sake of convenience, and no use may be made thereof in
  the interpretation of this Agreement.

2

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|   |                                                                                                                                                                                                                                                   
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | Definitions                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                   
|   | In this
  Agreement, the following expressions shall be defined according to that
  stated alongside them. All that stated in the masculine gender also
  encompasses the feminine, and that stated in the singular also encompasses
  the plural.

| |                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ----------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The Lease             | The rental
  agreement dated December 14, 2006 between Terzlit Ltd. and Scailex, pursuant
  whereto Scailex was conferred a leasehold right to the Real-Estate Asset,
  together with the management services agreement dated December 14, 2006
  between Life Plaza Management and Maintenance Services Ltd. and Scailex, and,
  together with an agreement dated December 14, 2006 between Terzlit Ltd. and
  Cerius Management and Investment Company Ltd. and Scailex regarding the
  rental of parking spaces.     
| |                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | Securities Act        | The
  Securities Act, 5728 1968,
  and the orders and regulations instituted by virtue thereof, as they shall be
  from time to time.                                                                                                                                                                                                                                                                                                                                                                                  
| |                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | the Companies Act     | The
  Companies Act, 5759 1999, and
  the orders and regulations instituted by virtue thereof, as they shall be
  from time to time.                                                                                                                                                                                                                                                                                                                                                                                   
| |                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | the Consummation Date | The date 
  falling seven days after the fulfillment of the last of the suspending
  conditions stipulated hereunder in clause 6.1, and the fulfillment of the
  last of the suspending conditions precedent that are stipulated in clause 8
  of the Suny Agreement (excluding the consummation of the transaction
  predicate to this Agreement)  on which the transaction predicate to this
  Agreement and the transaction predicate to the Suny Agreement shall be
  concurrently and simultaneously consummated.
| |                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | the Real-Estate Asset | A portion of
  the office building on Shenkar Street, at the corner of Hachoshlim Street in
  the Herzliya Pituach industrial zone, which is known as parcel 72 in block
  6592, on the first floor of Building B, at the gross area of some 387 square
  meters, which was leased to Scailex pursuant to the Lease, and which is being
  used as Scailexs offices on the signing date of this Agreement.                                                                                                              

3

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| |                  |                                                                                                                                                                                                
| | ---------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Free and Clear | Free and
  clear of any encumbrance, debt, attachment, pledge, lien, option, claim,
  blocking arrangement, pre-emptive right, right of first refusal and any other
  right of any third party.
| |                  |                                                                                                                                                                                                
| | Control        | As defined
  in the Securities Act.                                                                                                                                                            

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|3. | The Transaction                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
|   | On the
  Consummation Date, and subject to the fulfillment of all suspending
  conditions stipulated hereunder in clause 6, Scailex shall sell and shall
  transfer to IPE, and IPE shall purchase and receive by way of transfer the
  Shares Being Sold and the Capital Notes being Sold, being Free and Clear, and
  Scailex shall assign and transfer to IPE, and IPE shall purchase and receive
  by way of assignment, all of Scailexs rights and obligations pursuant to and
  by virtue of the Memorandum of Agreements and Israel Corporations Deed of
  Undertaking, against the payment of an inclusive consideration totalling ILS
  1,141,312,022 (one billion, one hundred and forty-one million, three hundred
  and twelve thousand and twenty two New Israeli Shekels) (hereinafter  the Consideration). In addition, on the
  Consummation Date, or on a later date as specified hereunder in clause 7.2,
  Scailex shall assign and transfer to IPE, and IPE shall purchase and receive
  by way of assignment, all of Scailexs rights and obligations pursuant to the
  Lease, against the payment of ILS 2,909,000 (two million nine hundred and
  nine thousand New Israeli Shekels), which is equivalent to the sum of the
  leasehold improvements recorded in Scailexs books (hereinafter  the Consideration for the Lease).
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
|4. | Scailexs Representations and Undertakings                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
|   | Scailex
  declares and undertakes vis-à-vis IPE as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
|   | 4.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Scailex is
  the sole owner and holder of the Shares Being Sold. The Shares Being Sold
  constitute 100% of Petroleums issued share capital. The Shares Being Sold
  are Free and Clear, except to the extent deriving from Israel Corporations
  Deed of Undertaking, and they shall remain in this condition until the
  Consummation Date. A copy of Scailexs Share Certificate in respect of the
  Shares Being Sold is attached hereto as Appendix
  1.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
|   | 4.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Petroleum
  has not allotted and/or has not undertaken to allot to any person and/or entity
  whatsoever any share and/or option and/or right and/or security of any type
  and class that is exercisable and/or convertible into shares of Petroleum
  and/or into other securities of Petroleum, and has not received any payment
  on account of options, rights and/or other securities as stated.                                                         

4

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| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | 4.3 | Scailex is
  the sole owner and holder of the Capital Notes Being Sold. The Capital Notes
  Being Sold are Free and Clear, and they shall remain in this condition until
  the Consummation Date. A copy of the Capital Notes Being Sold is attached
  hereto as Appendix 2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 
| | 4.4 | By the
  Consummation Date, Scailex shall cause Petroleum to pay all of Petroleums
  liabilities, and subsequently, to partially repay the Capital Notes Being
  Sold (hereinafter  the Partial Repayment),
  so that, on the Consummation Date, Petroleums balances of cash and cash
  equivalents shall be equivalent to the dividend declared by ORL on March 19,
  2008, which is expected to be received on May 20, 2008, plus any additional
  dividend that Petroleum might receive in respect of Petroleums ORL Shares
  subsequent to the signing of this Agreement (all jointly hereinafter  the Last Dividend), with the addition
  of the profits of the Last Dividend.                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 
| | 4.5 | On the
  signing date of this Agreement, the total face value of the Capital Notes
  Being Sold totals ILS 1,167,335,156, and, on the Consummation Date, this sum
  shall not diminish from the said total, save to the extent deriving from the
  Partial Repayment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 
| | 4.6 | Scailexs
  rights by virtue of and pursuant to Israel Corporations Deed of Undertaking
  are Free and Clear, and they shall remain in this condition until the
  Consummation Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 
| | 4.7 | Subject to
  Israel Corporations Deed of Undertaking, the signing of this Agreement and
  the execution thereof by Scailex shall not activate and/or shall not cause
  the activation of rights of first refusal and/or first offer, tag-along
  rights or pre-emptive rights of any third party.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 
| | 4.8 | On the
  Consummation Date, Petroleums sole assets shall be Petroleums ORL Shares,
  Petroleums rights by virtue of the Memorandum of Agreements and Israel
  Corporations Deed of Undertaking, and cash and cash equivalents at the sum
  equivalent to the sum of the Last Dividend and the profits thereof, and
  Petroleums sole liabilities shall be pursuant to the Capital Notes Being
  Sold and Israel Corporations Deed of Undertaking (to dispel any doubt, it is
  hereby clarified that all of Petroleums remaining liabilities shall be paid
  by Petroleum prior to the Consummation Date). Petroleum shall not perform any
  actions whatsoever and shall not assume any liabilities whatsoever until the
  Consummation Date without receiving IPEs prior written approval, with the
  exception of voting by virtue of Petroleums ORL Shares, the rendering of the
  Partial Repayment, and the payment of all of its liabilities, as stated
  above.

5

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| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | 4.9  | Petroleum
  shall continue to conduct its normal course of business until the
  Consummation Date, in a manner consistent with the manner by which it conducted
  its businesses in the past, and it shall not declare and/or shall not
  distribute any dividend and/or management fee and/or bonus shares and/or any
  distribution and/or any other payment to its shareholders, with the exception
  of the Partial Repayment. Scailex shall notify IPE in writing immediately,
  and by no later than the Consummation Date, of any material change that
  occurs in Petroleums activity, assets and liabilities, without this
  constituting a cause for the cancellation of and/or amendment to this
  Agreement by any party.
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 
| | 4.10 | Petroleums
  ORL Shares, which constitute some 15.76% of ORLs issued share capital on the
  signing date of this Agreement, are Free and Clear and shall remain in this
  condition until the Consummation Date. Scailex undertakes to cause Petroleum
  not to effect any disposition of Petroleums ORL Shares, in whole or in part,
  until the Consummation Date. To dispel any doubt, Scailex is not making any
  representation regarding ORL itself.                                                                                                                                                                                                                                                                         
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 
| | 4.11 | All of
  Petroleums monetary activity is conducted solely through account number
  600-878 and account number 600-975 at Bank Hapoalim Ltd., branch number 600
  (hereinafter  the Bank Accounts).
  The balance in Petroleums Bank Accounts on the Consummation Date shall be at
  the sum equivalent to the Last Dividend plus the profits thereof.                                                                                                                                                                                                                                                                                                                                                                            
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 
| | 4.12 | Petroleum
  has not issued any guarantees whatsoever to third parties and/or to Scailex
  that are valid on the signing date of this Agreement, and has not undertaken
  to indemnify third parties in relation to Scailexs undertakings, and
  Petroleum shall not issue guarantees and/or indemnities as stated until the
  Consummation Date.                                                                                                                                                                                                                                                                                                                                                                                     
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 
| | 4.13 | On March 26,
  2008, Scailex fully completed the acquisition of all holdings of Linura
  Holdings AG (hereinafter  Linura),
  at the rate of 19.9% of Petroleums share capital. On the signing date of
  this Agreement, Linura has no holdings of Petroleum whatsoever and/or rights
  whatsoever vis-à-vis Petroleum. Upon completing the acquisition of Linuras
  holdings as stated, the Petroleum shareholders agreement expired and was
  nullified (with the exception of clauses concerning noncompetition,
  confidentiality, law and jurisdiction).                                                                                                                                                                   
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 
| | 4.14 | Scailex and
  its officeholders do not have and shall not have until the Consummation Date
  any claim and/or demand from Petroleum and/or from officeholders therein
  whose cause arose during the period until the Consummation Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 
| | 4.15 | Mr. Andre
  Pabst ceased to serve as a director of Petroleum on April 26, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

6

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|   |                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | 
|-- | ----------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|   | 4.16                                                        | Within three
  days of the signing of this Agreement, Scailex shall notify the competent
  authorities of the signing of this Agreement, and shall file a joint
  application together with IPE for IPE to subrogate for Scailex regarding the
  handling of the application for a control permit for ORL, which had been
  filed by Scailex and Petroleum, subject to the consummation of this
  Agreement.                                                                                                                                                                                                         
|   |                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | 
|   | 4.17                                                        | With the
  exception of the requisite approvals as specified hereunder in clause 6,
  there is no legal and/or contractual and/or other preclusion to Scailexs
  engagement pursuant to this Agreement, and its engagement pursuant to this
  Agreement does not contradict and/or contravene any agreement and/or
  undertaking to which it is a party.                                                                                                                                                                                                                                                            
|   |                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | 
|   | 4.18                                                        | On April 10,
  2008, Scailexs Audit Committee and Scailexs Board of Directors duly
  approved Scailexs engagement in this Agreement and the execution of the
  transaction pursuant thereto, and Mr. Yahel Shachar and Mr. Shachar Rachim
  were authorized to obligate Scailex for all intents and purposes by their
  signing this Agreement.                                                                                                                                                                                                                                                                   
|   |                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | 
|   | 4.19                                                        | On April 10,
  2008, Petroleums Board of Directors approved the transfer of the Shares
  Being Sold in accordance with the provisions of this Agreement and subject to
  the consummation thereof.                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | 
|   | 4.20                                                        | Scailex
  acknowledges that IPE is engaging in this Agreement based on the
  representations and undertakings stipulated above in this clause 4.                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | 
|5. | IPEs Representations and Undertakings                     
|   |                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | 
|   | IPE declares
  and undertakes vis-à-vis Scailex as follows:
|   |                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | 
|   | 5.1                                                         | With the
  exception of the requisite approvals as specified hereunder in clause 6,
  there is no legal and/or contractual and/or other preclusion to IPEs
  engagement pursuant to this Agreement, and its engagement pursuant to this
  Agreement does not contradict and/or contravene any agreement and/or
  undertaking to which it is a party.                                                                                                                                                                                                                                                                
|   |                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | 
|   | 5.2                                                         | On April 10,
  2008, IPEs Board of Directors duly approved IPEs engagement in this
  Agreement and the execution of the transaction pursuant thereto, and Mr.
  Jacob Gottenstein and Mr. Tal Shinar were authorized to obligate IPE for all
  intents and purposes by their signing this Agreement.                                                                                                                                                                                                                                                                                                               
|   |                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | 
|   | 5.3                                                         | IPE has
  received Israel Corporations Deed of Undertaking and it is aware of the
  contents thereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | 
|   | 5.4                                                         | IPE
  undertakes to indemnify Scailex in respect of any damage or expense that
  might be caused to Scailex in relation to any matter pertaining to Israel
  Corporations Deed of Undertaking and the endorsement thereof, provided that
  should IPE be given notice of a demand for payment on the part of Israel
  Corporation, Scailex shall enable IPE to defend itself and on its behalf
  against such a demand, all this, solely in respect of the period during which
  Scailex shall be jointly and severally obligated with IPE pursuant to the
  provisions of Israel Corporations Deed of Undertaking.

7

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|   |                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | ------------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | 5.5                                              | IPE shall
  have the financial means necessary on the Consummation Date to fulfill its
  undertakings pursuant to this Agreement.                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | 5.6                                              | IPE is aware
  that, on the signing date of this Agreement, an ORL control permit has not
  yet been received; IPE is aware of the Immediate Reports that Scailex
  published in this regard, and IPE is aware that there is no certainty that
  Petroleum shall receive a control permit for ORL.                                                                                                                                                                                                                    
|   |                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | 5.7                                              | Subject to
  the accuracy of the representations specified above in clause 4, IPE is
  purchasing the Shares Being Sold and the Capital Notes Being Sold as is,
  and IPE does not and shall not have any allegation and/or claim and/or right
  of indemnification of any kind or type vis-à-vis Scailex and/or any party on
  Scailexs behalf, including the officeholders therein, including in relation
  to any matter pertaining to the ORL control permit and to Israel
  Corporations Deed of Undertaking.
|   |                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | 5.8                                              | IPE
  acknowledges that Scailex is engaging in this Agreement based on the
  representations and undertakings specified above in this clause 5.                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|6. | Suspending Conditions and Conditions
  Precedent
|   |                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | 6.1                                              | The validity
  of this Agreement shall be conditional and contingent upon the following
  conditions:                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                  | 6.1.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Approval of
  the transaction predicate to this Agreement by Scailexs General Assembly of
  Shareholders, which shall duly convene with the requisite majority for the
  lawful approval thereof as a transaction with a controlling shareholder.
  Scailex undertakes to take action as soon as possible, and no later than 14
  business days after the signing date of this Agreement, to convene a General
  Assembly of Scailex Shareholders for the purpose of approving the transaction
  predicate to this Agreement as an exceptional transaction with a controlling
  shareholder, in conformance with the provisions of the Securities Act and the
  Companies Act.
|   |                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                  | 6.1.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Approval of
  the transaction predicate to this Agreement by the Antitrust Commissioner
  (hereinafter  the Commissioners
  Approval), if and to the extent required. The parties shall
  cooperate for the purpose of obtaining the Commissioners Approval as soon as
  possible. Scailex undertakes to cause Petroleum to cooperate to the extent
  required in connection with delivery of the information required and
  submission of a merger notice on its behalf.                                                                                                                                                                                                 
|   |                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                  | 6.1.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | The signing
  of this Agreement and the execution thereof by Scailex shall not activate
  and/or shall not cause the activation of rights of first refusal and/or first
  offer by any third party.                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

8

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|   |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                               
|-- | ------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | 6.2                             | In addition
  to that stated above, the execution of this Agreement on the Consummation
  Date shall also be contingent upon the fulfillment of the conditions
  stipulated hereunder:                                                                                                                                                                                                                                                     
|   |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                               
|   |                                 | 6.2.1                                                                                                                                                                                                                                                                                                                                                                                                                                       | The
  fulfillment of all conditions precedent and suspending conditions stipulated
  in clause 8 of the Suny Agreement (with the exception of consummation of the
  transaction predicate to this Agreement).                                                                                                                                                                 
|   |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                               
|   |                                 | 6.2.2                                                                                                                                                                                                                                                                                                                                                                                                                                       | Consummation
  of the transaction predicate to the Suny Agreement concurrently and
  simultaneously with consummation of the transaction predicate to this
  Agreement.                                                                                                                                                                                                       
|   |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                               
|   | 6.3                             | If all
  suspending conditions and conditions precedent stipulated above in clauses
  6.1 and 6.2 are not fulfilled by 90 days after the signing of this Agreement,
  or by a later date agreed upon in writing by the parties, this Agreement
  shall automatically expire and neither party shall have any allegation and/or
  claim of any kind whatsoever vis-à-vis the other in relation to any matter
  pertaining to this Agreement.
|   |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                               
|7. | Consummation of the Transaction
|   |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                               
|   | 7.1                             | On the
  Consummation Date, all the actions specified hereunder shall be performed
  concurrently and simultaneously with the performance of the actions required
  to consummate the transaction predicate to the Suny Agreement. No single
  action shall be deemed completed and no single document shall be deemed
  delivered until all actions are completed and all documents delivered:                                            
|   |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                               
|   |                                 | 7.1.1                                                                                                                                                                                                                                                                                                                                                                                                                                       | Scailex
  shall deliver a transfer deed to IPE, being duly prepared and signed pursuant
  to Petroleums Articles of Association, for the transfer of the Shares Being
  Sold from Scailex to IPE, and IPE shall sign the said transfer deed as the
  recipient of the transfer.                                                                                              
|   |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                               
|   |                                 | 7.1.2                                                                                                                                                                                                                                                                                                                                                                                                                                       | Scailex
  shall cause Petroleum to deliver a share certificate to IPE under IPEs name
  in respect of the Shares Being Sold, as well as to record IPE in Petroleums
  register of shareholders as the owner of the Shares Being Sold.                                                                                                                                       
|   |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                               
|   |                                 | 7.1.3                                                                                                                                                                                                                                                                                                                                                                                                                                       | Scailex
  shall deliver a deed of transfer and assignment to IPE, being duly prepared
  and signed to IPEs satisfaction, for the transfer of the Capital Notes Being
  Sold from Scailex to IPE, and IPE shall sign the said deed of transfer and
  assignment as the recipient of the transfer.                                                                             
|   |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                               
|   |                                 | 7.1.4                                                                                                                                                                                                                                                                                                                                                                                                                                       | Scailex
  shall deliver a deed of assignment to IPE, being duly prepared and signed to
  IPEs satisfaction, for the transfer of all of Scailex rights and obligations
  pursuant to and by virtue of the Memorandum of Agreements and Israel
  Corporations Deed of Undertaking to IPE, and IPE shall sign the said deed of
  assignment as the recipient of the assignment.

9

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|   |                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                   
|-- | ------------------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                      | 7.1.5                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Scailex
  shall deliver to IPE Mr. Yahel Shachars letter of resignation from
  Petroleums Board of Directors, being effective as of the Consummation Date.                                                                                                                                      
|   |                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                   
|   |                                      | 7.1.6                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Scailex
  shall furnish IPE with a copy of the confirmation from the Israel Tax
  Authority regarding its exemption from withholding tax at source, and, if
  such confirmation is not delivered, tax shall be withheld at source as duly
  required.                                             
|   |                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                   
|   |                                      | 7.1.7                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Scailex
  shall deliver to IPE all documents of Petroleum that are in its possession.                                                                                                                                                                                                             
|   |                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                   
|   |                                      | 7.1.8                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | IPE shall
  pay the entire consideration to Scailex by way of an irrevocable bank transfer
  to Scailexs bank account; Scailex shall furnish IPE with its bank
  particulars in writing at least three business days prior to the Consummation
  Date (hereinafter  Scailexs Bank
  Account).
|   |                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                   
|   | 7.2                                  | Subject to
  the consummation of the transaction predicate to the above clause 7.1, on the
  Consummation Date  and, if, on the Consummation Date, the lessors approval
  has not yet been received for the transfer of Scailexs rights and
  obligations under the Lease, in accordance with the provisions of the Lease
  (hereinafter  the Lessors Approval),
  then, within seven days after receiving the Lessors Approval  all actions
  specified hereunder shall be executed concurrently and simultaneously, and
  whereby no single action shall be deemed completed and no single document
  shall be deemed delivered until all actions are completed and all documents
  delivered:
|   |                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                   
|   |                                      | 7.2.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Scailex
  shall deliver a deed of assignment to IPE, being duly prepared and signed to
  IPEs satisfaction, for the transfer of all of Scailexs rights and
  obligations pursuant to the Lease to IPE, and IPE shall sign the said deed of
  assignment as the recipient of the assignment.     
|   |                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                   
|   |                                      | 7.2.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | IPE shall
  pay the entire consideration for the Lease to Scailex by way of an
  irrevocable bank transfer to Scailexs Bank Account.                                                                                                                                                             
|   |                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                   
|8. | Assignment of Rights and Obligations
|   |                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                   
|   | 8.1                                  | IPE shall be
  entitled to transfer its rights and obligations pursuant to this Agreement to
  a subsidiary, provided that IPE shall remain obligated vis-à-vis Scailex
  jointly and severally with the said subsidiary.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                   
|   | 8.2                                  | Apart from
  that stated in clause 8.1, the parties shall not be allowed to assign and/or
  to endorse and/or to transfer, whether directly or indirectly, their rights
  and/or their obligations pursuant to this Agreement, in whole or in part, to
  another or other parties without the prior written consent of the other
  party.                                                                                                                                                                                                                                                                                                                                                                

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|    |                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
|--- | --------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|9.  | ADDITIONAL PROVISIONS
|    |                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
|    | 9.1                   | Liability and indemnification.Each of
  the parties undertakes to indemnify the other party in respect of any damage
  and/or loss and/or expense that might be caused to the other party (and/or
  any charge that might be imposed on the other party), whether directly or
  indirectly (hereinafter  the Damage),
  due to an incorrect representation and/or a deficient representation and/or
  due to any failure to fulfill and/or a breach of any representation given to
  the other party in this Agreement. The parties said undertakings shall expire
  on May 31, 2009.                                                                                                                                                                       
|    |                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
|    | 9.2                   | Waiver of claims.Each party, on its
  behalf, on behalf of its managers and officeholders therein and the companies
  related thereto, hereby irrevocably, finally and absolutely releases, waives
  and exempts the other party, Petroleum and any party on its behalf, including
  their shareholders, managers and officeholders therein, as well as all their
  employees and consultants (but with the exception of IPEs controlling
  shareholders) from any allegation and/or demand and/or claim of any kind
  whatsoever, in respect of and/or in relation to Petroleums administration
  and/or its businesses and/or in relation to the acquisition and/or holding of
  Petroleum shares, whose cause arose prior to the signing of this contract.
|    |                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
|10. | General Provisions   
|    |                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
|    | 10.1                  | This
  Agreement encompasses and exhausts all that agreed upon between the parties,
  and, upon the signing thereof, it invalidates any representation,
  understanding or undertaking, including any written document, which was given
  or made, if any, prior to the signing of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
|    | 10.2                  | Any amendment
  and/or addendum to this Agreement shall not be valid unless drawn up in
  writing and signed by all parties to this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
|    | 10.3                  | Any delay in
  or abstention from exercising or enforcing any of the rights of any of the
  parties pursuant to this Agreement shall not be deemed a waiver on their part
  of their rights in the future or as preventing them from exercising their
  rights in the future, and the parties shall be allowed to exercise their
  rights, in whole or in part, at any time that they shall deem fit.                                                                                                                                                                                                                                                                                                                                                          
|    |                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
|    | 10.4                  | The laws of
  the State of Israel shall apply to this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
|    | 10.5                  | The sole
  local jurisdiction in relation to any matter pertaining to and every matter
  deriving from this Agreement shall be referred to the competent courts of Tel-Aviv
   Jaffa.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
|    | 10.6                  | The parties
  have affixed their addresses and fax numbers for the purposes of this
  Agreement as noted in the recitals to this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
|    | 10.7                  | Any notice
  to be sent by one party to the other by registered mail shall be deemed as
  having arrived at its addressee within seven days of the time it was
  delivered for dispatch at the post office, and, if personally delivered or
  transmitted by facsimile  at the time of the delivery thereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                  

11

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And it witness
hereto the parties have signed

|                                                                                                                                                                                                                                                                                                             |  |                                                                                                                                                                                                                                                                                                                | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|/s/ Yaakov
  Gottenstein; /s/ Tal Shinar                                                                                                                                                                                                                                                                     |  | /s/ Yahel Shachar                                                                                                                                                                                                                                                                                              | 
|                                                                                                                                                                                                                                                                                                             |  |                                                                                                                                                                                                                                                                                                                | 
|                                                                                                                                                                                                                                                                                                             |  |                                                                                                                                                                                                                                                                                                                | 
|Israel Petrochemical Enterprises Ltd.                                                                                                                                                                                                                                                                        |  | Scailex Corporation Ltd.                                                                                                                                                                                                                                                                                       | 
|                                                                                                                                                                                                                                                                                                             |  |                                                                                                                                                                                                                                                                                                                | 
|I, the
  undersigned, Tal Rotman, Adv., do hereby certify that Mr. Jacob Gottenstein
  and Mr. Tal Shinar have signed on behalf of the aforesaid company, and that
  the above signature is the lawful signature of the aforesaid company, which
  is binding upon the company for all intents and purposes. |  | I, the
  undersigned, Rona Bergman, Adv., do hereby certify that Mr. Yahel Shachar and
  Mr. Shachar Rachim have signed on behalf of the aforesaid company, and that
  the above signature is the lawful signature of the aforesaid company, which
  is binding upon the company for all intents and purposes.
|                                                                                                                                                                                                                                                                                                             |  |                                                                                                                                                                                                                                                                                                                | 
|/s/ Tal Rotman                                                                                                                                                                                                                                                                                               |  |                                                                                                                                                                                                                                                                                                                | 
|                                                                                                                                                                                                                                                                                                             |  |                                                                                                                                                                                                                                                                                                                | 
|                                                                                                                                                                                                                                                                                                             |  |                                                                                                                                                                                                                                                                                                                | 
|Tal Rotman,
  Adv.                                                                                                                                                                                                                                                                                           |  | Rona
  Bergman, Adv.                                                                                                                                                                                                                                                                                           | 

12

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