20-F









Exhibit 4.14  



July 14, 2005 



Modification to
Principle Rental Agreement dated 1 February 1998 


Between: Team Computers and Systems Ltd. (hereinafter "the lessor")



And: T.T.I. Team Telecom International Ltd. (hereinafter "the lessee")





Whereas         The lessee has actively
rented from the lessor the unit that is found in the property owned by the lessor, as of
1 February 1998, according to the principle renting agreement as of 1 February 1998 (this
contract, together with the announcement of the first expansion (as defined hereinafter),
the second expansion (as defined hereinafter) and the modification to the agreement
(found hereinafter) will be called hereinafter: “the rental agreement”). The
principle rental agreement is attached to this agreement as Appendix A.  



And whereas In accordance with the
announcement of the lessee as of 1 January 1999, in accordance with the rental agreement,
the lessee has realized the option to rent additional areas (hereinafter: “the first
expansion”),  



And whereas The lessee and the
lessor have agreed together on the expansion of the rental area by an additional 2,800
square meters, that was occupied as of 24 February 2001 and as of 16 July 2001
(hereinafter “the second expansion”).  



And whereas The lessee advised the
company on 2 September 2002 of its intention to realize the option period as per the
rental agreement. The announcement is attached to this agreement as Appendix B.  



And whereas A modification to the
rental agreement has been signed by both parties as of 2 September 2002 (hereinafter
“modification to the agreement”).  



The Agreement was agreed, stipulated
and declared as follows:  



The parties agree to change the
agreement as follows:  



	1.  	The
rental area was changed in such a way that the rental area is considered by
               the parties to have been reduced. Until 31 July 2005, the lessee will
return to                the lessor the complete area on Floor 1, that is 1,258 square
meters total                (including the relative percentage of the public area), as
stated in the rental                agreement (hereinafter: “the restored area”). 






	2.  	The
lessee will pay the lessor, at the time of signing this agreement for the
               return of the restored area, a third of the rental payment that would have
been                paid if the restored area would have been returned at the end of the
rental                period, that is, 446,526 NIS. 






	3.  	The
lessee states that he knows that the lessor is negotiating to sell the
               rented area and that the lessor has undertaken that in the event the
rental area                is sold, the lessee maintains all lessee rights as listed in
the rental                agreement. 






	4.  	From
the time of the return of the restored area to the lessor as stated above,
               all taxes, excise taxes, license fees and other payments due on the
property, or                portions thereof, are the responsibility, without exception,
of the lessor.                Without denigrating the general statement above, and of
other clauses of this                contract, it is clarified here that from the period
stated herein the lessor                will pay all municipal taxes for the rental area.
In order to remove any doubt,                the lessee will pay the lessor only the
rental fee; and all other fees and                payments are the responsibility of the
lessor. 

















	5.  	Until
the time of the return of the restored area to the lessor as stated above,
               all taxes, excise taxes, license fees and other payments due on the
property, or                portions thereof, are the responsibility, without exception
of the lessee.                Without denigrating the general statement above, and of
other clauses of this                contract, it is clarified here that until the period
stated herein, the lessee                will pay all municipal taxes for the rental
area. 






	6.  	All
other agreement clauses are in affect, in accordance with the changes stated
               above. 






	7.  	The
changes stated in this agreement regarding the size of the rental area and
               the rental fee for the reduction of the size of the area, have been
discussed by                both parties; and any pervious agreement either verbally or
written, that may                have been between the parties and/or exchange of words
and/or offers between the                parties, as to this issue are nil and invalid
unless included in this agreement.                Any change to this agreement and its
Appendices is valid only if found in                writing and signed by both parties. 






	8.  	The
validity of this modification is conditional upon receipt of all approvals
               as required by law. 






And as proof both sides have hereto
signed:  


		
		
		
		
		
	/s/ Team Computers and Systems Ltd.	/s/ T.T.I. Team Telecom International Ltd.