---

---

Exhibit 4(a)16

THE SYMBOL ***** DENOTES
PLACES WHERE PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT. SUCH MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION.

GSM MOBILE
STATION DISTRIBUTORSHIP AGREEMENT

BETWEEN SAMSUNG
ELECTRONICS CO., LTD

AND SUNY TELECOM
LTD

---

---



THIS GSM MOBILE STATION
DISTRIBUTORSHIP AGREEMENT (AGREEMENT) IS MADE AND ENTERED INTO AS OF THE
EFFECTIVE DATE SET FORTH HEREAFTER BY AND BETWEEN

|    |                                                                                                                                                                                                                         
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | SAMSUNG ELECTRONICS CO., LTD., a
  Korean corporation registered under the laws of Korea with its registered
  office at Samsung Main Building, 250. 2-Ka, Taepyung-Ro, Chung-Ku, Seoul,
  Korea (hereinafter Samsung)
|    |                                                                                                                                                                                                                         
|AND |                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                         
|    | SUNY TELECOM LTD., an
  Israeli corporation registered under the laws of the Israel with its
  registered office at 46 Segula Street 49277, Israel (hereinafter Suny)                                                 
|    |                                                                                                                                                                                                                         
|    | (hereinafter individually the party
  and jointly the parties).                                                                                                                                                     

|        |                                                                                                                                                                                                                                                                        
|------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|WHEREAS | The Parties have executed as of July 10th,
  1998 a CDMA Mobile Station Distributorship Agreement and now intent to
  enter into another distributorship agreement in order to extend their
  relationship to other GSM related products.                              
|        |                                                                                                                                                                                                                                                                        
|WHEREAS | Samsung desires to sell and deliver certain Samsung
  branded GSM mobile telephones, wireless
  communications products and their accessories, manufactured by or for any
  Samsung mobile phones business group company (hereinafter the Product(s)),
  to Suny, and
|        |                                                                                                                                                                                                                                                                        
|WHEREAS | Suny desires to purchase the Products from Samsung under
  the terms and conditions described
  herein                                                                                                                                                                 

NOW, THEREFORE, in consideration of the premises and convenants
contained herein, the parties hereto agree as follows:

Article 1. Products

The term Products shall mean all GSM mobile phones, designed and
manufactured by Samsung under Samsungs trademark. It is understood the
products shall be strictly limited to the above products.

Article 2. Territory

The term Territory shall refer to and be limited to Israel and other
areas covered by cellular operators in Israel only.

Article 3. Appointment

(SIGNATURE)

- 2 -

---

---



3.1 Samsung hereby appoints Suny as its authorized distributor in the
Territory and grants to Suny the exclusive right to purchase Products for
resale in the Territory during the term of and subject to the provisions of
this Agreement.

Article 4. Relationship
between the parties

4.1 This Agreement does not create an agency relationship, joint venture
between parties hereto, nor will Suny become a legal representative of Samsung
for any purpose whatsoever.

4.2 Suny is not granted any right or authority express or implied to
act, on behalf of or in the name of Samsung or to bind Samsung in any manner.
Suny hereby agrees to indemnify and hold Samsung harmless from any damages,
expenses or obligations that Samsung may incur as a result of any damage or
injury inflicted upon any party or person by Suny, its agents or employees, or
anyone operating under its control

Article 5. Duties of
Suny

5.1 Suny shall sell Products only in the Territory and shall not,
directly or indirectly, with or without compensation, temporarily or
permanently, resell or re-export Products to any place or country outside
Territory under any condition whatsoever, nor shall resell Products to any
other person, firm or corporation in the Territory, who Suny knows or has
reason to believe intends to resell or re-export Products outside Territory.

5.2 Suny shall not purchase and import any goods competitive with or
similar to Products which are limited to GSM mobile station, in Territory. In
the event that Suny fails to comply with the provision of this Article, Samsung
may at its option convert the sole distributorship granted hereunder to a
non-exclusive basis, or forthwith terminate this Agreement, by so notifying
Suny.

5.3 Suny shall perform all of its obligations under the Agreement and
shall make best efforts to promote, market and sell the quantity of Products
forecasted by Suny pursuant to Article 10, and shall conduct its business
consistent with the reputation for quality enjoyed by Samsung and its products.
Suny undertakes to focus its marketing effort on Samsung products and Suny
recognizes that the level of investment required to properly support the
Products is substantial.

5.4 [*****]

5.5 Suny shall at all times maintain a staff of adequately trained and
competent personnel, knowledgeable of the specifications and features of the
Products. Suny shall perform all Services which may be required by End Users
competently and in accordance with applicable documentation.

(SIGNATURE)

- 3 -

---

---



5.6 Suny shall grant End Users a warranty for Products and Services
consistent with current and prevailing market conditions and applicable law for
similar high quality communications products. Any grant by Suny of a warranty
with a scope greater than the warranty granted by Samsung to Suny, shall be
Sunys own responsibility and shall not be binding upon Samsung.

5.7 To ensure End User safety, Suny shall report promptly to Samsung all
known or suspected Product defects or safety problems, and Suny shall maintain
and make available to Samsung, for a period of three (3) years from the
transaction date, an accurate and complete list of Sunys customers by name and
address. This obligation shall survive termination of this Agreement.

Article 6. Government Approval

6.1 Suny will be responsible to obtain all permits and approvals
required under the laws of the Republic of Israel for the import, sale and
operation of the Products in Israel. Samsung will assist Suny to obtain such
permits and approvals,

6.2 For Samsung Branded Products, Suny has the authorized right to apply
for and receive type approval certification on behalf of Samsung and to grant
dealership agreements in the authorised Territory.

Article 7. Orders

7.1 Suny shall place with Samsung firm orders for the Products two (2)
months prior to expected shipment date. The orders shall not be binding unless
unless and until finally accepted by Samsung at its discretion. However, such
orders shall be confirmed unless it has justified and reasonable cause to
reject it. Samsung is not bound by any sales contracts or agreements made by
Suny unless specifically agreed to herein or unless obtained as a written
commitment of an authorized representative of Samsung.

7.2 If Suny submits and Samsung accepts any order after the expiration
or termination of the Agreement, such order shall be subject to the terms and
conditions of the Agreement unless another contract has been concluded between
the parties. Such coverage applies only to the orders submitted and accepted,
and does not obligate Samsung to accept any orders after such expiration or
termination.

7.3 Samsung reserves the right to cancel any orders accepted by Samsung,
or to refuse, delay or suspend shipment, if Suny (a) fails to make any payment
due, (b) fails to meet any reasonable credit or financial requirements
established by this Agreement.

Article 8. Accessory
supply

Samsung shall provide optional accessories to the Suny. Price updates of
the Accessories will be made available to Suny as soon as such price update is
available. Samsung is wholly liable under its warranty policy for the quality
and performance of the accessories which will be
supplied with the Products.

(SIGNATURE)

- 4 -

---

---



Article 9. Shipment

9.1 Samsung will exert its best efforts to ship Products within the
stipulated time agreed during the ordering procedure.

9.2 Shipment of Products will be effected after acceptance of each order
by Samsung subject to shipping space on the basis of CIF Israel.

9.3 If Suny decides to advance the shipments or to order additional
quantity, Samsung will confirm with seven (7) days to Sunys request and the
delivery schedule shall be confirmed by Samsung and will not, in any case, be
later than three (3) months.

Article 10. Volume
Forecast and Report

10.1 Suny shall make a monthly purchase schedule and expected quantity
of order and submit it to Samsung at least five (5) months prior to purchase,
of which first two (2) months shall be firm orders and the rest three (3)
months will be provided as a forecast. The forecast of three (3) months shall
not be considered as an order; however, Suny shall give Samsung an order of at
least eighty percent (80%) and not more than one hundred and twenty percent
(120%) of such purchase forecast.

10.2 Sunys forecast of total Product orders in terms of numbers of
product units for the twelve (12) months of this Agreement is set forth in
Article 12.

10.3 At the end of each quarter, Suny and Samsung will conduct a general
business review, which will include, amongst other items, a review of the
business plan, products, prices and discounts. The results of such annual
business review will be summarized in writing and signed by each of the
parties. In addition, Suny shall work with Samsung to establish annual sales
targets for the Products, discuss its ability to meet such annual targets, and
provide requested data in reasonable detail on the overall marketplace, market
potentials and other information related to the Products marketed hereunder as
an aid for measuring Samsungs market potential and in planning its marketing
efforts.

Article 11. Payment

11.1 Payments to Samsung shall be made in US dollar.

11.2 Payment terms shall be L/C payable sixty(60) days after sight
with a prime Bank Guarantee satisfactory to Samsung.

11.3 In case of any problem in drawing necessary amount from L/C, Suny
shall assume any and all liabilities and concequences arising out of or in
connection with non-payment or default. In particular, Samsung may terminate
this Agreement or suspend the delivery untill complete payment by the Suny of
the amount overdue or of any and all cost, expenses or damages incured due to
such delay or default as provided for herein. This suspension of performance by
Samsung shall not in any event constitute breach of the contract.

(SIGNATURE)

- 5 -

---

---



Article 12. Minimum Purchase Commitment

12.1 Each year Suny hereby guarantees to purchase from Samsung minimum
quantities of variable products as stated below:

12.2 [*****]

Article 13. Tender of
Business Information

13.1 Samsung shall give Suny the manufacturing situation of Products and
its technical information necessary for the distribution of Products.

13.2 Suny shall furnish the following information to Samsung on monthly
basis or whenever Samsung requires:

|   |                                                        
|-- | -------------------------------------------------------
|a) | Sales records,                                         
|   |                                                        
|b) | Stock on hand,                                         
|   |                                                        
|c) | Technical matters,                                     
|   |                                                        
|d) | Service rendered by Suny,                              
|   |                                                        
|e) | Competition with other companies products,            
|   |                                                        
|f) | Government policy regarding telecommunication industry,
|   |                                                        
|g) | any other general information necessary                

Article 14. Product
Warranty

14.1 [*****] Samsung shall be responsible for quality and performance of the Products and Suny shall
be responsible for after-sales service with such extra sets. Samsung will
assume full responsibility to all defects other than defects that are to be
repaired by Suny as after-sales service and Suny will assume full
responsibility to such defects to be repaired as after-sales service. However
any fault unit that Suny is unable to repair due to technical defaults
belonging to service level four will be transferred to Samsung for repair.
Repair service will be made in Samsungs facility with ship back by Suny or in
Israel at Samsungs decision.

14.2 Samsung will advise Suny on any serious defects found in the
Products in any other territory.

14.3 [*****]

(SIGNATURE)

- 6 -

---

---



14.5 [*****]

14.6 [*****]

Article 15. After-Sales
service support

15.1 [*****]

15.2 [*****]

Article 16. Hardware and
Software Updates

Quality improvement or updates of Hardware for the product conducted by
Samsung will be conveyed free of charge to Suny immediately after release.
Distributor shall be responsible for conveying such updates to Suny.

Article 17. Spare Parts Stock

Suny shall keep at all times a stock of spare parts and accessories for
Products to cover its customers requirements in Territory. It is also the
responsibility of Suny to see that only such spare parts as are supplied or
approved by Samsung are sold or used within Territory. Samsung shall provide
Suny with six (6) months advance notice of any decision to terminate the
manufacturing of any model and it undertakes to supply spare parts to any such model the manufacturing of which is terminated until the end of
three (3) years after such termination or termination of this Agreement for any
cause at the agreed prices.

(SIGNATURE)

- 7 -

---

---



Article 18: Technical
Advice, Support and Training

18.1 Samsung shall provide Suny at no cost with such technical advice
and information as may be requisite for a basic understanding of Product, and
Suny shall have the right, with the prior consent of and at times convenient
to Samsung, to send its persons to Samsungs facilities for instruction and
training, but Samsung shall bear no responsibility for the payment of
compensation, travelling, hotel and other expenses incurred by such persons in
connection therewith.

18.2 Samsung shall supply Suny with all needed documents and aids,
including operating manuals, in English unless if stated otherwise in the
Agreement, as may be demanded from time to time by Suny for the purpose of
programming activities.

18.3 Furthermore, Samsung shall convey to Suny programming and
activation date for registering the numbers of the Products automatically
and/or by means of a computer and diskette, containing the internal code of the
Products noting the model number, serial number (IMEI no.) and date of
manufacture in bar-code form.

18.4 Samsung shall provide software, hardware and technical data
required for after-sales repairs and service of the Products with limited
quantities free of charge, as agreed upon by the parties.

Article 19. Sales
Promotion

19.1 [*****]

19.2 Suny shall use its best efforts to distribute and sell all
Products, introduce them upon the market at the earliest possible moment, and,
in particular, maintain an adequate sales and service of Products throughout
Territory, Suny may consult with Samsung to determine its sales policy and its
channels of distribution.

Article 20 Establishment
of repair laboratory

Suny shall establish a central repair laboratory for the Products within
1(one) month from the execution date of this Agreement, which shall be subject
to acceptance of instruction and specification from Samsung within such period.
Samsung shall provide all technical data and information required to establish
and operate the laboratory free of charge. Suny will be the only one authorized
by Samsung to operate the laboratory in Israel.

Article 21. Trademarks

Samsung allows Suny the right during the effective period of this
Agreement to use in Territory all the trademarks registered or under
application for registration in Territory owned by Samsung in connection with
Products during the effective period of this Agreement. In case Suny uses such trademarks improperly, Samsung may
cause Suny to discontinue the use of the trademarks at Samsungs own
discretion.

(SIGNATURE)

- 8 -

---

---



Article 22. Intellectual
Proprietary Rights

22.1 Suny acknowledges that any and all trademarks, copyrights, patents
or other intellectual property rights, including unpatented production methods
used or embodied in or connected with Products, remain the sole properties of
Samsung, and Suny shall not in any way dispute them.

22.2 If Suny shall have found that Samsungs trademarks, copyrights,
patents or other intellectual property rights are disputed or infringed upon by
a third party, Suny shall promptly inform Samsung thereof and assist Samsung to
take steps necessary to protect its rights.

22.3 Samsung shall take up any claim of infringement or alleged
infringement of patents, designs, trademarks, copyrights or other rights
brought by a third party in relation to Products in Territory. Suny shall
forthwith inform Samsung thereof and take appropriate steps to assist Samsung
for such claim. Samsung will hold Suny harmless of any damage incurred by it as
a result of this infringement.

Article 23. Secrecy

Any and all samples, materials, drawings, specifications and other
information furnished by Samsung to Suny in connection with this agreement
shall be kept in strict confidence during the life of this Agreement and also
after termination, expiration or cancellation of this Agreement. However
information that is to be submitted to any telephone operators or any
government authority under any law or regulation shall be exempted. Suny shall
return such information to Samsung at the time of the termination, expiration
or cancellation of this Agreement.

Article 24. Term

This Agreement shall be valid and remain in force for a period of twelve
(12) month from the date of the first commercial shipment unless otherwise
terminated by the Parties and may be renewed for additional one year periods
provided that the parties agrees to do so in writing at least 30 days prior to
expiration of each one year term of this Agreement.

Article 25. Termination
or Cancellation

25.1 In the event either party breaches obligations of this Agreement
and such breach is not cured despite of a notice to such effect for thirty (30)
days, the other party shall be entitled, with written notice to the other
party, to terminate forthwith this Agreement without prejudice to any claims
for damages or claims of any other nature.

25.2 In the meaning of the above paragraph 1., the following shall,
without limitation, be considered as a breach:
Undue delays in meeting specified terms of payment; measures taken by Suny
which would cause the reputation of Samsung to suffer and which would affect
the performance of service functions in connection with Products.

(SIGNATURE)

- 9 -

---

---



25.3 Either party may at any time terminate this Agreement, effectively
and immediately, in the event the other party shall be or become insolvent, or
if there are instituted by or against the other party proceedings in bankruptcy
or under insolvency law or for reorganization, receivership or dissolution or
if the other party otherwise seeks to take advantage of any bankruptcy or
insolvency statute now or hereafter in effect in Territory covered by this
Agreement or elsewhere, or if the other party shall make an assignment for the
benefit of creditors or any general arrangement with creditors, or if the other
party discontinues business or adopts a resolution providing for dissolution or
liquidation, or if any judgement is returned against the other party
unsatisfied, or if either party become generally ineligible to obtain import or
export licenses for Products.

Article 26. Step after
Termination

26.1 Upon the expiration, termination or cancellation of this Agreement
for any reasons, all rights granted to Suny hereunder shall thereupon and
forthwith revert to Samsung with the same force and effect as though this
Agreement had never been entered into and no rights had ever been-acquired by
Suny in connection therewith.

26.2 Termination or cancellation of this Agreement shall not release
either party from any liability which at the time of such termination has
already accrued to the other party or which thereafter may accrue in respect of
any act or omission prior to such termination or expiration nor shall any such
termination or expiration affect in any way the survival of any right, duty or
obligation of either party which is expressly stated in this Agreement to
survive such termination or expiration.

26.3 Upon and after expiration, termination or cancellation of this
Agreement for any reason, Suny shall not use Samsungs trademarks, nor any
labels, symbols, trademarks, trade names or product designation the same as or
similar to them for any reason, provided however that Suny may sell all
existing inventory.

26.4 Upon termination, expiration or cancellation of this Agreement
neither party shall be liable to the other either for compensation or for
damages of any kind or character whatsoever, on account of the loss by Samsung
or Suny of present or prospective profits on sales or anticipated sales, good
will, or expenditures, investments or commitments made in connection with the
establishments, development or maintenance of Sunys business, except that
termination shall not prejudice or otherwise affect the rights or liabilities of
the parties according to this Agreement, especially with respect to Products or
Product Components sold under this Agreement or any indebtedness then owing by
either party to the other.

Article 27. Method of
Giving Notice

Any notice required or permitted under this Agreement, or under any
statute or law requiring the giving of notice, may be delivered in person, or
by registered air mail, if properly posted, with postage fully prepaid, in an envelope
properly addressed to the respective parties at the address set forth below or
to such changed address as notice

(SIGNATURE)

- 10 -

---

---



Address of Samsung:

Samsung Electronics Co. Ltd. 
9th Floor, Samsung Main Bldg.
250, 2-Ka. Taepyung-Ro, Chung-Ku,
C.P.O. Box 8780, Seoul, Korea 100-742
Tel. No.: +82-2-751 2965
Fax No.: +82-2-751 2879

Address of Suny:
Suny Telecom Ltd. 
46 Segula Street, 49277
Petach-Tikva, Israel

Attention: _____________ Tel. No.: ____________ Fax No.: __________

Article 28. Force
Majeure

Either party shall not be held liable to the other party for failure or
delay in fulfilling this Agreement or any order accepted hereunder in such
failure, or delays due to Acts of God including but not limited to earthquake,
flood, riots, war, hostilities, fires strikes, lockout, labor dispute,
embargoes, shortage of supply of raw materials, unavailability of loading or
transportation facilities, laws and regulations of governments and/or any other
cause of a similar or dissimilar nature beyond either partys control and
affecting either party, or subcontractors of or suppliers of Products or
materials to either party.

Article 29. Prohibition
of Assignment

Either party shall not assign or otherwise dispose of this Agreement and
any rights or obligation arising under this Agreement without the prior written
approval of the other party.

Article 30. Trade Terms

All trade terms provided in this Agreement shall be interpreted in
accordance with the latest incoterms of the International Chamber of Commerce.

Article 31. Governing
Law and Jurisdiction

The validity, construction and performance of this Agreement shall be
governed by and interpreted in accordance with
the laws of State of New York, USA. The venue for litigation will be New York, USA

Article 32. Entire
Agreement

This Agreement constitutes the entire and only agreement between the
parties hereto and supersedes all previous negotiations, agreements and
commitments with respect hereto, and shall not be released, discharged, changed
or modified in any manner, except by instruments signed by dully authorised
officers or representatives of each of the parties hereto.

(SIGNATURE)

- 11 -

---

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IN WITNESS WHEREOF the parties have caused their authorised
representatives to execute this Agreement on the date of first above written.

|                             |                   |                   |       |                 
|---------------------------- | ----------------- | ----------------- | ----- | ----------------
|SAMSUNG ELECTRONICS CO., LTD |                   | SUNY TELECOM LTD.
|                             |                   |                   |       |                 
|                             |                   |                   |       |                 
|By                           | -s- Kwang Bae Roh |                   | By    | -s- Ilan Ben-Dov
|                             |                   |                   |       |                 
|Name                         | Kwang Bae Roh     |                   | Name  | Ilan Ben-Dov    
|Title                        | General Manager   |                   | Title | CEO             
|Date                         | 27/02/01          |                   | Date  | 27/02/01        

- 12 -

---

---



AMENDMENT TOTHE GSM MOBILE STATION DISTRIBUTORSHIP AGREEMENT

|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                 
|----------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            | Samsung Electronics Co., Ltd., a corporation duly
  organized and existing under the laws of the Republic of Korea and having its
  principal office of business at Seoul, Korea (Samsung), and Suny Telecom
  Ltd., a corporation duly organized and existing under the laws of the State
  of Israel and having its principal office at Petah Tikva, Israel (Suny)
  agree that GSM Mobile Station Distributorship Agreement (GSM Agreement)
  entered into by them on February 27, 2001 (Collectively called Agreements)
  are hereby amended as follows:
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                 
|(SIGNATURE) | 1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | [*****]                                                                                                                                                                                                                                                                                         
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|2.          | Article 15.1 of the GSM Agreement titled as After-Sales
  Service Support are amended to read as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | For the faulty products and/or kits that Suny cannot
  repair, Suny may, upon prior acceptance by Samsung, send the faulty products
  to Samsung. If necessary, Samsung shall dispatch its engineer within a
  commercially reasonable time to investigate and set up the repairing
  process.
|(SIGNATURE) |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                 
|3.          | With respect to Article 24 of the GSM Agreement titled
  as Term, both parties agree that the Agreements shall be renewed for
  additional two (2) years and amended accordingly:                                                                                                                                                                                                                                                                                                                                                                                 

---

---



| |                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                  
| | ------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                        | This Agreement shall be valid and remain in force for
  period of 24 months from September 1, 2002 unless terminated by the Parties
  and may be renewed for additional one year periods provided that the parties
  agrees to do so in writing at least 30 days prior to expiration of each one
  year term of this Agreement.
| |                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                  
| | 4.                                                                                                                                                     | Subject to the aforesaid all other terms and conditions
  of the Agreement will remain in full force and will be binding upon the
  parties.                                                                                                                                                                                     
| |                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                  
| | 5.                                                                                                                                                     | This Amendment is effective as of September 1, 2002.                                                                                                                                                                                                                                                                             
| |                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                  
| | IN WITNESS WHEREOF, the parties hereto have caused this
  Amendment and duplicate to be signed by their duly authorised officers of
  representatives.

|                              |                |                   |              |  |        |              |             
|----------------------------- | -------------- | ----------------- | ------------ |  | ------ | ------------ | ------------
|SAMSUNG ELECTRONICS CO., LTD. |                | SUNY TELECOM LTD.
|-s- I. C. Chung               |                | -s- Ilan Ben-Dov 
|                              |                |                  
|By:                           | I. C. Chung    |                   | (Print Name) |  | By:    | Ilan Ben-Dov | (Print name)
|Title:                        | Vice President |                   |              |  | Title: |              |             
|Date:                         |                |                   |              |  | Date:  |              |             

---

---



(SAMSUNG LOGO)

|                |                    
|--------------- | -------------------
|October 7, 2002 | Ref. No. HS-0210070

Mr. Ady Paz / Deputy CEO
Suny Telecom Ltd.46 Segular St.49277 Petach Tikva, Israel

Confirmation Letter

We, Samsung Electronics Co., Ltd., hereby confirm to make correction on
the articles in the GSM amendment;

| |   |            |                                                                                                                                                                                       
| | - | ---------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | - | Article 2: | Article 15.1 of the TDMA Agreement titled as After-Sales
  Service Support are amended to read as
  follows:                                                                        
| |   |            |                                                                                                                                                                                       
| |   | →          | Article 15.1 of the  GSM
  Agreement titled as After-Sales Service Support are amended to read as
  follows:                                                                        
| |   |            |                                                                                                                                                                                       
| | - | Article 3: | With respect to
  Article 24 of the TDMA Agreement titled as Term, both parties agree that the
  Agreements shall be renewed for additional two (2) years and amended
  accordingly:
| |   |            |                                                                                                                                                                                       
| |   | →          | With respect to
  Article 24 of the GSM
  Agreement titled as Term, both parties agree that the Agreements shall be
  renewed for additional two (2) years and amended accordingly: 

- END -

| |           |                          
| | --------- | -------------------------
| | Signed by |                          
| |           |                          
| |           | H. S. Jo / Senior Manager

---

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AMENDMENT (II) TO 
THE GSM MOBILE STATION DISTRIBUTORSHIP AGREEMENT

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                        
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Samsung
  Electronic Co., Ltd., a corporation duly organized and existing under the
  laws of the Republic of Korea and having its principal office of business at
  Seoul. Korea (Samsung), and Suny Telecom., a corporation duly organized and
  existing under the laws of the State of Israel and having its principal
  office at Petah Tikva, Israel (Suny) agree that GSM Mobile Station Distributorship
  Agreement (Agreement) entered into by them on February 27, 2001 and the
  Amendments to the Agreement (Amendment 1), effective as of September 1,
  2002 are hereby amended as follows.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                        
| | 1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | [*****]                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                        
| | 2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | Article 8 of
  the Agreement titled Accessory Supply is amended as follows, Samsung shall
  provide the optional accessories to Suny. Without prior consent of Samsung,
  Suny shall not purchase any accessories from any third parties. Suny shall,
  in good faith, endeavor to encourage its customers to purchase Samsung
  accessories for the purpose of customers selling them with Samsung mobile
  phones.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                        
| | For any
  detection of its customers intention or implementation to purchase third
  parties accessories, Suny will do its best to advise Samsung of such
  intention any price updates of the accessories
  will be noticed to Suny beforehand.                                                                                                                                                                                                                                                                                                                                                               

(SIGNATURE)

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| |                                                                                                                                                                                                                                                                                         |                                                                                               
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------
| | Any price updates of the accessories will be noticed to Suny beforehand.Suny, after review the updated price may
  suggest its recommended price to Samsung. Samsung is wholly liable for the
  quality and performance of the accessories which will be supplied with the
  Products.
| |                                                                                                                                                                                                                                                                                         |                                                                                               
| | 3.                                                                                                                                                                                                                                                                                      | Article 13.2 of the Agreement titled
  Tender of Business information is amended as follows.
| |                                                                                                                                                                                                                                                                                         |                                                                                               
| | Suny shall furnish the following
  information to Samsung on monthly basis or whenever Samsung requires:                                                                                                                                                                              

| |    |                                                                                                                    
| | -- | -------------------------------------------------------------------------------------------------------------------
| | a) | Monthly sales record of Suny and
  estimated sales by each operator                                                
| |    |                                                                                                                    
| | b) | Actual transferred prices from Suny to
  each operator                                                             
| |    |                                                                                                                    
| | c) | Stock on hand of Suny and estimated
  stock on hand by each operator                                               
| |    |                                                                                                                    
| | d) | Technical matters                                                                                                  
| |    |                                                                                                                    
| | e) | Service related information Including,
  but not limited to, analyzed service report on each model sold to operator
| |    |                                                                                                                    
| | f) | Competition with other companies
  products that have launched or will be launched in the future                  
| |    |                                                                                                                    
| | g) | Government policy regarding telecommunication industry                                                             
| |    |                                                                                                                    
| | h) | Any other general information necessary;11                                                                         

| |    |        
| | -- | -------
| | 4. | [*****]
| |    |        
| | 5. | [*****]
| |    |        
| | 6. | [*****]

(SIGNATURE)

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| |     |                                                                                                                                                                                                                                                                                                                                                                                                          
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 7.  | [*****]                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                          
| | 8.  | Article 24 of the Agreement titled "Term" is amended as follows: 
This Agreement shall be valid and
remain in force for initial period for 24 months from September 1, 2004 unless terminated
by the Parties and may be renewed for additional one year periods provided that the
parties agrees to do so in writing at least 60 days prior to expiration of each one year
term of this Agreement.[*****]
| |     |                                                                                                                                                                                                                                                                                                                                                                                                          
| | 9.  | The Amendment 1
  shall not be effective any more as of September 1, 2004                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                          
| | 10. | Subject to the
  aforesaid all other terms and conditions of the Agreement will remain in
  full force and will be binding upon parties.                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                          
| | 11. | This Amendment
  is effective as of September 1, 2004                                                                                                                                                                                                                                                                                                                                                    

(SIGNATURE)

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IN WITNESS
WHEREOF, the parties hereto have caused this Amendment and duplicated to be
signed by their duly authorized officers of representatives as of the date set
forth above in Article II.

|                             |                    |                          |                |        |                     |  |        |               
|---------------------------- | ------------------ | ------------------------ | -------------- | ------ | ------------------- |  | ------ | --------------
|Samsung Electronics Co., Ltd |                    | Suny Telecom (1994) Ltd.
|                             |                    |                          |                |        |                     |  |        |               
|-s- Byong Dae Park           |                    |                          | -s- OFER KEDAR |        | -s- SHACHAR CANDANY
|                             |                    |                          |                |        |                    
|By:                          | Byong Dae Park     |                          |                | By:    | OFER KEDAR          |  | By:    | SHACHAR LANDAU
|Title:                       | Vice President     |                          |                | Title: | Joint CEO           |  | Title: | Joint CEO     
|Date:                        | September 10, 2004 |                          |                | Date:  | 10/9/04             |  | Date:  | 12/9/04       

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Aug.
16, 2007

Extension of GSM MOBILE STATION DISTRIBUTORSHIP AGREEMENT

Samsung Electronics and Suny Telecom
agree to extend the term of the Current GSM Mobile Station Distributorship
Agreement, by one year period, in accordance with para. (8) of Amendment (II)
to this agreement (which was effective from September 1, 2004).

Signed by the authorized officers of both
parties:

|                             |            |                          |        |           
|---------------------------- | ---------- | ------------------------ | ------ | ----------
|Samsung Electronics Co. Ltd. |            | Suny Telecom (1994) Ltd.
|                             |            |                          |        |           
|-s- Chiwon Suh               |            | -s- OFER KEDAR          
|                             |            |                         
|By:                          | Chiwon Suh |                          | By:    | OFER KEDAR
|Title:                       | President  |                          | Title: | Joint CEO 
|Date:                        | 28/08/07   |                          | Date:  | 21/08/07  

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Aug 06, 2008

EXTENSION &
AMENDEMENT OF GSM MOBILE STATION
DISTRIBUTORSHIP AGREEMENT

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |            
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------
|1. | Samsung Electronics and Suny Telecom
agree to extend the term of the Current
GSM Mobile Station Distributorship Agreement, by one year period, in
accordance with para. (8) of Amendment (II) to this agreement (which was
effective from September 1, 2004).                                                                                                                                                                                                                                                                                           | (SIGNATURE)
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|2. | Article (29) in the agreement; should
  be added at the end of the article:                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Notwithstanding the aforesaid, either party may
  (without obtaining any approval) assign or otherwise dispose of any of its
  respective rights or obligations hereunder to any Affiliate or successor of
  that party (Affiliate means; any entity that is, directly or indirectly,
  controlling, controlled by or under common control with such party). In such
  event of permitted assignment or disposal, the assigned or the disposed party
  will notify the other party hereto of the assignment or the disposal as soon
  as practicable.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |            
|   | Signed by the authorized officers of
  both parties:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |            

|                             |                   |                          |        |                  | 
|---------------------------- | ----------------- | ------------------------ | ------ | ---------------- | 
|Samsung Electronics Co. Ltd. |                   | Suny Telecom (1994) Ltd. |       
|                            
|-s- Chiwon Suh               |                   | -s- Davidi Piamenta      |       
|                             |                   |                          |       
|By:                          | Chiwon Suh        |                          | By:    | Davidi Piamenta  | 
|Title:                       | President, MEA HQ |                          | Title: | CEO Suny Telecom | 
|Date:                        | 12 Aug 2008       |                          | Date:  | 12 Aug 2008      | 

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