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                                                                    Exhibit 4.15
                                     PLEDGE
                                     ------

     THIS PLEDGE is made on the 29th day of June, 2003, between the following
     parties:

     (1)  ELBIT LTD., a company incorporated under the laws of Israel (company
          registration number 52-002750-9), having its registered office at 3
          Azrieli Centre, Triangle Building, Tel-Aviv 67023, Israel ("Elbit")

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

WHEREAS:

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

(B)  in connection therewith, Matbit created in favour of the Trustee (as
     trustee for the benefit of the Secured Creditors (including the Trustee)),
     certain first-ranking fixed pledges, including pledges ("the Matbit Share
     Pledges") over, inter alia, the Shares, as security for the Secured
     Obligations; and

(C)  on July 17, 2002, Matbit resolved, in general meeting, pursuant to Section
     319(2) of the Companies Ordinance [New Version], 1983, that Matbit be
     voluntary wound-up and in connection with the winding-up of Matbit, there
     was distributed to Elbit.Com ("Elbit.Com") (a shareholder of Matbit), inter
     alia, the Shares pursuant to a share transfer dated December 2, 2002 (such
     distribution being made subject to and in accordance with the Matbit Share
     Pledges); and




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(D)  pursuant to those terms of the Matbit Share Pledges that permit the
     transfer of, inter alia, the Shares, Elbit.Com entered into a Share Pledge
     dated December 2, 2002, a copy of which Share Pledge is annexed hereto as
     Schedule A ("the Elbit.Com Share Pledge"), pursuant to which Elbit.Com
     created in favour of the Trustee (as trustee for the benefit of the Secured
     Creditors (including the Trustee)) first-ranking fixed pledges over, inter
     alia, the Shares and Elbit.Com undertook thereunder, inter alia, not to
     sell, assign or otherwise transfer all or any of the Shares or other assets
     pledged under the Elbit.Com Share Pledge unless: (a) such Shares and other
     assets were sold, assigned or transferred subject to the first-ranking
     pledges created pursuant to the Elbit.Com Share Pledge; and (b) the
     transferee of such shares and other assets is duly and validly bound by,
     inter alia, a pledge, mutatis mutandis, in the same form as the Elbit.Com
     Share Pledge and subject to compliance with the other conditions for such
     sale, assignment and transfer as set out in the Elbit.Com Share Pledge; and

(E)  the issued share capital of Elbit.Com consists of 99 ordinary shares of
     nominal value NIS 1.00 each ("the Elbit.Com Ordinary Shares") and one
     deferred share of a nominal value of NIS 1.00. Elbit is the holder of all
     the Elbit.Com Ordinary Shares and is the only shareholder of Elbit.Com that
     has the right and entitlement, upon the winding-up or liquidation of
     Elbit.Com, to have distributed to it the assets of Elbit.Com and,
     accordingly, Elbit is also the only shareholder of Elbit.Com that has the
     right and entitlement, upon Elbit.Com's liquidation or winding-up, to have
     transferred or distributed to it, inter alia, the Shares and other Pledged
     Assets; and

(F)  pursuant to a resolution of Elbit.Com in general meeting adopted on May 11,
     2003 and passed in accordance with Section 319(2) of the Companies
     Ordinance [New Version], 1983, it was resolved that Elbit.Com be
     voluntarily wound-up and, in connection with such winding-up, the
     liquidator of Elbit.Com has subsequently decided to distribute to Elbit
     (such distribution being subject to the Elbit.Com Share Pledge as
     aforesaid), inter alia, the Shares; and

(G)  the Shares are subject to the pledges and charges created by Elbit.Com in
     favour of the Trustee under the Elbit.Com Share Pledge, as aforesaid; and

(H)  Elbit acknowledges that the Shares and other Pledged Assets have been
     distributed to it subject to the first-ranking fixed pledges and charges in
     favour of the Trustee (as trustee for the benefit of the Secured Creditors
     (including the Trustee)) in accordance with the




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                                       -3-


     provisions of the Elbit.Com Share Pledge and Elbit confirms and agrees that
     such Shares and other Pledged Assets shall remain so pledged, as security
     for the Secured Obligations, and Elbit.Com is willing to reaffirm such
     security and to grant in favour of the Trustee (as trustee for the benefit
     of the Secured Creditors (including the Trustee)) a first-ranking fixed
     pledge over the Pledged Assets as security for the Secured Obligations, all
     in accordance with the terms of this Pledge below; and

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

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

1.   INTERPRETATION

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

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

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

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

1.1.4.    "Elbit.Com Share Pledge"   -    shall have the meaning ascribed to
                                          such term in paragraph (D) of the
                                          recitals to this Pledge;

1.1.5.    "Elbit Unutilised          -    means the Unutilised Cash Account (as
          Cash Account"                   defined in the




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                                          Facility Agreement) relevant to Elbit;

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

1.1.7.    "Enforcement Event"        -    means the occurrence of any Event of
                                          Default (as described in clause 17 of
                                          the Facility Agreement, a copy of
                                          which clause is annexed hereto as
                                          Schedule B);

1.1.8.    "Facility Agreement"       -    means the Facility Agreement dated
                                          August 13, 1998 made between (1)
                                          Partner as the Borrower; (2) ABN AMRO
                                          Bank N.V., Bank Hapoalim B.M., the
                                          Trustee, Chase Manhattan plc, and
                                          Citibank, N.A. as the Arrangers; (3)
                                          Chase Manhattan International Limited
                                          and Bank Hapoalim B.M., as the
                                          Facility Agents; (4) the Trustee as
                                          Security Trustee; (5) Chase Manhattan
                                          International Limited as Co-ordinating
                                          Agent; and (6) the Banks; as such
                                          agreement has been amended and
                                          restated, inter alia, by an Amending
                                          Agreement to the Facility Agreement
                                          dated December 31, 2002, the banks
                                          parties to the Facility Agreement as
                                          at the date




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                                       -5-


                                          hereof being Bank Leumi Le-Israel
                                          B.M., Israel Discount Bank Ltd., Bank
                                          Hapoalim B.M., The First International
                                          Bank of Israel Ltd., United Mizrahi
                                          Bank Ltd., Mercantile Discount Bank
                                          Ltd. and Citibank N.A.;

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

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

1.1.11.   "Partner"                  -    means Partner Communications Company
                                          Ltd., a company incorporated in Israel
                                          (registered number 52-004431-4);

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

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

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

1.1.15.   "Related Rights"           -    means in relation to the Shares, all
                                          dividends or other moneys




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                                       -6-


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

1.1.16.   "Reservations"             -    means the reservations listed in
                                          Schedule C hereto;

1.1.17.   "Secured Creditors"        -    means the Trustee, the Facility Agent,
                                          the Arranger, the Participating Banks,
                                          the Secured Interest Rate Hedge
                                          Providers, Israel Discount Bank Ltd.,
                                          in its capacity as issuer of the IDB
                                          Performance Bond and any other persons
                                          who shall have acceded to the Security
                                          Trust Deed (other than a party which
                                          has ceased to be a party thereto);

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




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                                       -7-


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

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

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




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                                       -8-


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

1.2.1.    Unless otherwise defined in this Pledge, terms defined and references
          construed in the Facility Agreement shall have the same meaning and
          construction in this Pledge. References herein to clauses of the
          Facility Agreement are references to clauses in the Amended and
          Restated Facility Agreement (as may be amended, varied or supplemented
          from time to time) attached as Exhibit 1 to the Amending Agreement to
          the Facility Agreement dated December 31, 2002.

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

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

1.2.4.    The Trustee shall be entitled to direct that any bank or financial
          institution, other than itself, be the Account Bank; provided that,
          such bank or financial institution is: (i) one of the Optional Israeli
          Banks, or (ii) another Israeli bank or financial institution approved
          by Elbit, which approval may not be unreasonably withheld, and further
          provided that there shall not be more than one Account Bank at any
          time. In the event of a direction by




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                                       -9-


          the Trustee as aforesaid, the amount (if any) standing to the credit
          of the Realisation Account maintained with the Trustee or, if
          applicable, a previous Realisation Account shall be transferred to the
          corresponding Realisation Account maintained with the new Account Bank
          forthwith upon such direction taking effect. Elbit hereby irrevocably
          gives all authorisations and instructions necessary for any such
          transfer to be made and shall do all such things as the Trustee may
          reasonably request in order to facilitate any change of Account Bank
          as may be directed by the Trustee, from time to time, or any transfer
          of credit balances (including the execution of such bank's or
          financial institution's standard terms of operation of account forms,
          bank mandate forms and other standard forms necessary to open an
          account) and the Trustee is hereby irrevocably constituted Elbit's
          attorney to do any such things should Elbit fail to do so within 10
          Business Days of being requested to do so by the Trustee.

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

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

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

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

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

1.2.10.   References to "writing" include facsimile transmission legibly
          received, except in relation to any certificate, notice, resolution or
          other document which is expressly required by this Pledge to




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                                      -10-


          be signed in the original, and "written" has corresponding meaning.

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

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

2.   PLEDGE AND CONFIRMATION

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

2.2.1.    Elbit hereby acknowledges, confirms and agrees that the Pledged Assets
          were acquired by it subject to the first-ranking fixed pledges and
          charges under the Matbit Share Pledges and the Elbit.Com Share Pledge
          as a continuing security for the full and punctual payment, discharge
          and performance of all the Secured Obligations in accordance with the
          Facility Documents and in accordance with Section 12 of the Pledges
          Law, 1967 ("the Pledges Law") and Elbit hereby confirms, acknowledges
          and agrees to the pledge and hereby reaffirms the pledge of and hereby
          pledges, by way of a first-ranking fixed pledge (to the extent
          applicable to the Shares) and hereby confirms, acknowledges and agrees
          to the pledge and assignment, reaffirms the pledge and assignment and
          hereby pledges and assigns, by way of charge as a first-ranking fixed
          pledge and charge (to the extent applicable to all Related Rights
          other than the Shares), in favour of the Trustee (as trustee for the
          Secured Creditors) of the Shares and all Related Rights in respect
          thereof and all right, title and interest of Elbit in connection
          therewith, as a continuing security for the full and punctual payment,
          discharge and performance of all the Secured




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                                      -11-


          Obligations in accordance with the Facility Documents and in
          accordance with Section 12 of the Pledges Law. For the removal of
          doubt, the Pledged Assets include also all rights of Elbit (as a
          shareholder of Partner), whether under law and/or under the Memorandum
          and Articles of Association of Partner, which derive from the Shares
          or any Related Rights in respect thereof.

2.2.2.    As a continuing security for the full and punctual payment, discharge
          and performance of all the Secured Obligations in accordance with the
          Facility Documents and in accordance with Section 12 of the Pledges
          Law, Elbit hereby pledges and assigns, by way of charge, as a
          first-ranking fixed pledge and charge, in favour of the Trustee (as
          trustee for the Secured Creditors), all right, title and interest of
          Elbit in connection with the Shareholder Loans.

          For the avoidance of any doubt:

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

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




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                                      -12-


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

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

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

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

2.3.2.    to sign and deliver to the Trustee on the date of signature hereof all
          documents as are necessary in the reasonable opinion of the Trustee,
          for the purposes of registering the pledges hereby created with the
          Registrar of Pledges and/or the Registrar of Companies, as applicable;

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

2.3.4.    promptly following the first request of the Trustee, to take all steps
          as the Trustee may reasonably require so that the pledge or pledges
          created hereunder or pursuant hereto shall be valid and binding
          against other creditors of Elbit and to execute and/or deliver to the
          Trustee any additional and/or new pledge or amendment of this Pledge
          and any other documents as the Trustee shall reasonably require for
          this purpose, including, to the extent reasonably required by the
          Trustee, pledges with respect to any shares constituting Related
          Rights in respect of the Shares, share certificates in respect of such
          shares or other securities and share transfer forms, mutatis mutandis,
          as referred to in clauses 2.3.1(i) and (ii) in respect of such shares
          or other securities and notices of pledge and other documents required
          to be deposited with the Registrar of Companies and Registrar of
          Pledges in order to register any such other pledges.




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                                      -13-


2.4.      Without derogating from clause 2.3 above, Elbit hereby undertakes:

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

2.4.2.      to take all the same steps, mutatis mutandis, to perfect the
            aforesaid pledges as set out in clause 2.3 above.

2.5.      Elbit shall not be entitled, and hereby waives any right pursuant to
          Section 13(b) of the Pledges Law to redeem any pledge given hereunder,
          provided that Elbit shall be entitled to redeem its pledges hereunder
          only: (i) in the event that all the Secured Obligations are paid and
          discharged in full in accordance with all the terms and conditions of
          the Facility Agreement which would be applicable were the Obligors to
          voluntarily prepay all the Secured Obligations in accordance with the
          applicable provisions of the Facility Agreement and otherwise in
          accordance with all the relevant Facility Documents, and (ii) if at
          such time none of the Participating Banks is under any commitment,
          obligation or liability (whether actual or contingent) under any of
          the Facility Documents to make advances or provide other financial
          accommodation to Partner or any other Obligor.

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

3.   REPRESENTATIONS AND WARRANTIES

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

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




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                                      -14-


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

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

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

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

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

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

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

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




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                                      -15-


          charges hereunder, except as may be applicable under the Licence or
          under applicable law.

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

3.11.     The copies of the Memorandum and Articles of Association of Partner
          and of the Shareholders' Agreement delivered to the Facility Agent
          pursuant to clause 3.1 of the Amending Agreement to the Facility
          Agreement dated December 31, 2002 (in the case of the Memorandum and
          Articles of Association of Partner) or pursuant to paragraph 18 of
          Schedule 7 of the Amending and Rescheduling Agreement (in the case of
          the Shareholders' Agreement) are, complete, accurate and updated in
          all respects.

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

4.   CONTINUING SECURITY

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

4.2.      Where any discharge (whether in respect of the obligations of Partner
          or any other Obligor or of any security for any of the aforegoing
          obligations or otherwise) is made in whole or in part or any
          arrangement is made on the faith of any payment, security or other
          disposition which is avoided, reduced or must be restored on
          insolvency, liquidation or otherwise, the liability of Elbit under
          this




<PAGE>

                                      -16-


          Pledge shall continue as if the discharge or arrangement had not
          occurred.

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

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

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

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

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

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

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

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




<PAGE>

                                      -17-


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

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

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

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

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

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

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

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

          The foregoing in this clause 4.5 shall not prevent Elbit from: (i)
          bringing a claim against Partner or any other Obligor, provided that:
          (a) such a claim may be brought only after all the Secured




<PAGE>

                                      -18-


          Obligations have been unconditionally and irrevocably paid and
          discharged in full, and (b) there has been no realisation of all or
          any part of the Pledged Assets or of all or any of the pledged assets
          under any other Share Pledges; or (ii) bringing a claim against any
          Shareholder.

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

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

4.8.      The obligations, warranties, representations, undertakings, agreements
          and covenants of Elbit under this Pledge are in addition to, and shall
          not be prejudiced or restricted by, nor shall they prejudice or
          restrict, any obligations, warranties, representations, undertakings,
          agreements or covenants in any other Facility Document.
          Notwithstanding the foregoing, to the extent any provision of any
          Facility Document (other than this Pledge) conflicts with the terms
          hereof, the provisions of this Pledge shall prevail.

5.   UNDERTAKINGS BY ELBIT

          Elbit hereby undertakes to the Trustee:

5.1.      not to sell, assign or otherwise transfer all or any of the Pledged
          Assets unless: (i) such Pledged Assets are sold, assigned or
          transferred subject to the first-ranking pledges confirmed and created
          pursuant to this Pledge and in accordance with the provisions hereof;
          (ii) such pledges over the aforesaid sold, assigned or transferred
          Pledged Assets are duly registered and valid and have the same
          priority as they would have had, had such transferee been the original
          signatory of this Pledge and owner of the Pledged Assets, in place of
          Elbit; (iii) all registrations or amendments to registrations and all
          filings (including, of amended deeds of pledge) have been made which
          are in the reasonable opinion of the Trustee required for the purposes
          of (i) and (ii) above; (iv) the transferee of such Pledged Assets is
          duly and validly bound by this Pledge or by another pledge, mutatis
          mutandis, in the same form as this Pledge in respect of such Pledged
          Assets as if the original signatory thereof in the place of Elbit and
          such transferee is not an individual guarantor ("Arev Yachid") within
          the meaning of the Guarantee Law, 1967 ("the Guarantee




<PAGE>

                                      -19-


          Law"); (v) any such sale, assignment or transfer is permitted pursuant
          to the Licence, or permission as required under the Licence has been
          granted in relation thereto, and (vi) such sale, assignment or
          transfer is permitted under the Facility Documents and all provisions
          of the Facility Documents applicable in the case of such sale,
          assignment or transfer of such Pledged Assets have been complied with.
          At the request of Elbit, the Trustee undertakes promptly to carry out
          all actions reasonably required to be carried out by it as the holder
          of the pledges and charges created under this Pledge in order to
          facilitate a sale, assignment or transfer permitted by, and made in
          accordance with this clause 5.1 above;

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

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

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

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

5.6.      not, after the date hereof, to acquire any Related Rights nor to make
          any Shareholder Loans, unless Elbit is the legal and beneficial owner
          of such Related Rights or Shareholder Loans free and clear of any




<PAGE>

                                      -20-


          Encumbrance (save for the pledges confirmed and created pursuant to
          this Pledge);

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

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

6.   DEFAULT AND REALISATION

6.1.      Upon, and only upon, the occurrence of an Enforcement Event which is
          continuing and a declaration in accordance with clause 17.25(c) or (d)
          of the Facility Agreement that all the Advances are payable on demand
          or immediately due and payable, the Trustee shall, provided that the
          Trustee shall have given Elbit the Required Prior Notice (as defined
          below), be entitled to realise its rights under this Pledge, including
          the realisation and sale of the Pledged Assets, in whole or in part,
          whether by the appointment of a Receiver and/or by the Israeli
          Execution office and/or by order of court and/or whether by any other
          method permitted under the Pledges Law, as the Trustee shall see fit
          and to apply the proceeds thereof on account of the Secured
          Obligations, all without the Trustee first being required to realise
          any other guarantee or collateral or other securities, if such be held
          by the Trustee. For the purposes of this clause 6.1, "the Required
          Prior Notice" shall mean: (i) 20 Business Days' prior notice, in the
          event that all the Advances have been declared payable on demand
          pursuant to clause 17.25(c) of the Facility Agreement, or (ii) 10
          Business Days' prior notice, in the event that the Advances have been
          declared immediately due and payable, whether, for the removal of
          doubt, pursuant to clause 17.25(c) or (d) of the Facility Agreement;
          provided that (for the removal of doubt), if, prior to the expiry of
          20 Business Days following the date of a notice as referred to in (i)
          above (an "On Demand Notice"), a notice is




<PAGE>

                                      -21-


          given as referred to in (ii) above (an "Immediately Due Notice"),
          then: (a) in the event that more than 10 Business Days has elapsed
          between the date of the On Demand Notice and the date of the
          Immediately Due Notice, the Required Prior Notice shall be 20 Business
          Days from the date of the On Demand Notice, and (b) in the event that
          less than 10 Business Days has elapsed between the date of the On
          Demand Notice and the date of the Immediately Due Notice, the Required
          Prior Notice shall be 10 Business Days from the date of the
          Immediately Due Notice. In realising its rights as aforesaid, the
          Trustee shall be required to observe all the requirements of the
          Licence in relation to such realisation, including the requirements of
          clause 22 of the Licence that if any such realisation shall cause a
          variation in the ownership of 10% or more of any means of control (as
          defined in the Licence) of Partner, such realisation may not be
          effected unless the prior written consent of the Minister of
          Communications has been obtained.

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

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

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

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

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

6.3.      The Trustee shall be exempt from taking any action whatsoever in
          connection with any Pledged Assets. The Trustee shall not be liable
          for any loss or damage which may be caused as a result of the exercise
          or purported exercise of the powers, authorities, rights or




<PAGE>

                                      -22-


          discretions vested in the Trustee in accordance with this Pledge or
          otherwise caused in connection herewith (other than, and to the extent
          of, any such loss or damage which resulted from the gross negligence
          or wilful misconduct (including wilful omission) of the Trustee) and
          Elbit undertakes to indemnify the Trustee in any event that the
          Trustee is sued for any such loss or damage by others or in respect of
          any other matter or thing done or omitted to be done by the Trustee
          (in each such case, other than, and to the extent of, any such loss or
          damage which resulted from the gross negligence or wilful misconduct
          (including wilful omission) of the Trustee).

7.   CONTINGENCIES

7.1.      If the Trustee realises the security constituted by this Pledge
          (whether by the appointment of a Receiver or otherwise) at a time when
          the Secured Obligations (or any part thereof) shall not have fallen
          due under the Facility Documents (but at a time when amounts may
          become so due or are contingently due), the Trustee shall pay the
          proceeds of any recoveries if, to the extent applicable, not otherwise
          applied under clauses 6.2.1 and 6.2.2, into a Realisation Account or
          Realisation Accounts with the Account Bank in the name of Elbit, which
          Realisation Accounts shall be charged by way of a first-ranking fixed
          charge in favour of the Trustee (for the benefit of the Secured
          Creditors) as security for the full discharge of the Secured
          Obligations. Elbit hereby undertakes to execute all such documents as
          the Trustee shall reasonably require in order to create and perfect
          such charges over the Realisation Accounts as aforesaid.

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

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

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

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




<PAGE>

                                      -23-


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

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

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

8.   BOOKS OF ACCOUNTS

8.1.      Elbit confirms that the respective books, accounts and entries of the
          Trustee and of the Facility Agent shall be deemed to be correct and
          shall, in the absence of manifest or proven error, be prima facie
          evidence for or against Elbit in all their particulars.

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

9.   COSTS, EXPENSES AND INTEREST

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

9.2.      Elbit shall (in its capacity as a shareholder) cooperate with the
          other shareholders of Partner to procure that Partner shall, from time
          to time on demand of the Trustee, reimburse the Trustee for all costs




<PAGE>

                                      -24-


          and expenses (including legal fees) together with any VAT thereon
          incurred in or in connection with the preservation and/or enforcement
          of any of the rights of the Trustee under this Pledge or otherwise in
          connection with any claims or proceedings in relation to this Pledge.

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

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

10.  FURTHER ASSURANCES

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




<PAGE>

                                      -25-


11.  DELEGATION BY TRUSTEE

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

12.  POWER OF ATTORNEY

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




<PAGE>

                                      -26-


13.  WAIVER BY ELBIT

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

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

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

13.3.     Elbit shall be entitled to rely on Section 12 of the Guarantee Law, to
          the extent applicable, but only in the event that: (i) all the Secured
          Obligations have been unconditionally and irrevocably paid and
          discharged in full; (ii) there has been no realisation of all or any
          part of the Pledged Assets or of all or any of the pledged assets
          under any other Share Pledge; (iii) the Trustee shall have received
          written instructions and undertakings executed by all the Shareholders
          who have paid amounts on account of the Secured Obligations and are
          entitled to rely on Section 12, detailing the names of the
          Shareholders to whom the relevant security interests should be
          transferred and undertaking to indemnify the Trustee and the Secured
          Creditors against any claims, losses, damages, expenses, costs,
          charges, liability or proceedings which may be brought, made or
          preferred against, or suffered, incurred or sustained by, the Trustee
          or any Secured Creditor in relation to, in connection with, or arising
          out of, the transfer of security interests as aforesaid; and (iv) all
          consents, approvals, authorisations and permits necessary under the
          Licence, under law or under contract in order to perform such transfer
          have been obtained and there is no impediment under the Licence, law
          or contract to such transfer.

14.  REMEDIES AND WAIVERS

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




<PAGE>

                                      -27-


15.  PARTIAL INVALIDITY

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

16.  COUNTERPARTS

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

17.  NOTICES

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

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

17.2.1.   to Elbit:         3 Azrieli Centre
                            Triangle Building
                            Tel-Aviv 67023
                            Israel
                            Facsimile: 03 607 5556
                            Attention: Tal Raz




<PAGE>

                                      -28-


17.2.2.   to the Trustee:   5th Floor
                            32 Yehuda Halevi Street
                            Tel-Aviv
                            Israel
                            Facsimile: 03 514 9017
                            Attention: Corporate Division, Head of
                                       Communications Sector

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

18.  ASSIGNMENT

     Elbit hereby irrevocably and unconditionally consents to the Trustee being
     able, at any time, without any further consent being required from Elbit,
     to assign this Pledge and its rights and/or obligations arising thereunder
     in whole to any Optional Israeli Bank or other Israeli bank approved by
     Partner (which approval shall not be unreasonably withheld) which is
     appointed in accordance with the provisions of the Security Trust Deed, to
     act, in place of the Trustee, as trustee for the benefit of the Secured
     Creditors and any such assignee may also reassign the said rights as
     aforesaid to an Optional Israeli Bank or any other Israeli bank approved as
     aforesaid without any further consent being required from Elbit. Such
     assignment may be effected by endorsement on this Pledge or in any other
     way the Trustee or any subsequent assignor deems fit.

19.  GOVERNING LAW

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

20.  JURISDICTION

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




<PAGE>

                                      -29-


21.  TERMINATION

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

22.  NO AMENDMENT

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

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

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


By: /s/ Tal Raz                                 By: /s/ Stuart Gnessen
    ------------------                              ----------------------------
Title: Director                                 Title: Legal Advisor


By: /s/ Paul Weinberg                           By: /s/ Iris Rapoport
    ------------------                              ----------------------------
Title: Director                                 Title: CRM

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


for: PARTNER COMMUNICATIONS
     COMPANY LTD.

By: /s/ Amikam Cohen
    -----------------------
Title: CEO


By: /s/ Alan Gelman
    ---------------
Title: CFO