<PAGE>

                                                                    EXHIBIT 10.5

                                                           Date: April 28, 1999
Bank Hapoalim B.M.
Head Office
45 Rothschild Blvd.
Tel-Aviv

                   Re: Intention Letter For Granting Credit
                   ----------------------------------------

Dear Sirs:

     This letter sets out our mutual agreement as follows:

1.   Pursuant to an Interim Letter for Granting Credit dated March 7, 1999 (the
     "Intention Letter"), Bank Hapoalim B.M. (the "Bank") has agreed to provide
     Accord Video Telecommunications Ltd. (the "Company") with a credit line in
     the amount of US$4,000,000 (the "Credit Line") and the Company agreed to
     grant the Bank an option to acquire shares in the Company. The Company and
     the Bank have since agreed that such option will be in the form of a
     Warrant in the form annexed hereto (the "Warrant").

2.   Pursuant to Section 10 of the Warrant, certain registration rights granted
     by the Warrant are subject to the consent of the shareholders of the
     Company and pursuant to Section 11 of the Warrant, the Warrant is subject
     to and conditional upon the waiver or non-exercise by all shareholders of
     the Company of certain pre-emptive rights.

3.   The Company and the Bank have agreed that the Company will use its
     reasonable efforts to obtain the Consents and Waiver referred to in Section
     2 above (the "Consent and Waiver") within the period of thirty-five (35)
     days following the Effective Date, as defined in the Warrant (the "Interim
     Period").

4.   Until the Consent and Waiver is obtained, the amount of the Credit Line
     utilized shall not exceed US$2,000,000. Once the Consent and Waiver is
     obtained the Credit Line shall be utilizable in full.

5.   In the event the Company has not informed the Bank of the receipt of the
     Consent and Waiver prior to the expiration of the Interim Period, the
     Warrant shall be null and void. In such case the Bank shall have the right,
     exercisable by written notice to the Company given within five (5) days of
     the end of the Interim Period, to demand immediate payment of all amounts
     outstanding pursuant to the Credit Line. The Bank's rights pursuant to this
     Section 5 shall constitute its sole and exclusive remedy in respect of the
     failure of the Company to obtain the Consent and Waiver.

Please indicate your acceptance of the foregoing in the space provided below.



                                                       Sincerely yours,

                                                       /s/ [ILLEGIBLE]
                                                 ------------------------------
                                                 Accord Telecommunications Ltd.

Agreed to and accepted:

/s/ [ILLEGIBLE]
-----------------------
Bank Hapoalim B.M.
<PAGE>

                               FORM OF WARRANT


                                      -1-

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT
BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT") OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAW, AND
MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT COVERING THIS WARRANT
AND/OR SUCH SECURITIES, OR THE HOLDER RECEIVES AN OPINION OF COUNSEL FOR THE
HOLDER OF THIS WARRANT AND/OR SUCH SECURITIES SATISFACTORY TO THE COMPANY
STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE
REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT AND THE
QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE OR FOREIGN LAW.

                      WARRANT TO PURCHASE ORDINARY SHARES
                      -----------------------------------

Accord Telecommunications Ltd., an Israeli company (the "Company") hereby grants
to Hapoalim Nechasim (Menayot) Ltd. (the "Holder"), the right to purchase from
the Company the number of Ordinary Shares of the Company, nominal value NIS 0.01
(the "Ordinary Shares") specified below, subject to the terms and conditions set
forth below, effective as of ___________________, 1999 (the "Effective Date").

1.   Number of Ordinary Shares Available for Purchase
     ------------------------------------------------

     This Warrant may be exercised to purchase that number of the Company's
     Ordinary Shares having an aggregate exercise price in an amount equivalent
     to five hundred thousand United States dollars (US$500,000), at an exercise
     price per each Ordinary Share which shall be calculated as set forth in
     Section 2 below, subject to adjustments under Section 8 of this Warrant
     (the "Warrant Shares").


2.   Exercise Price
     --------------

     The exercise price for each Warrant Share purchasable hereunder shall be
     calculated as set forth below, subject to adjustments under Section 8 of
     this Warrant (the "Warrant Price"):

     (i)  in the event that during the twelve (12) month period immediately
     following the Effective Date, the Company shall: (a) issue its securities
     in a Qualified Financing (as such term is defined below in this Section 2);
     (b) issue its securities in an Initial Public Offering (as such term is
     defined below in this Section 2); (c) enter into a sale of all or
     substantially all of the Company's property and assets; or (d) enter into a
     merger or consolidation of the Company with or into another corporation;
     (such transactions described in (a) through (d) above are collectively
     referred to as "Liquidity Events"), the exercise price for each Warrant
     Share purchasable hereunder shall be equal to eighty percent (80%) of the
     price per share paid by purchasers of the Company's


<PAGE>


                                      -2-

     securities in the Liquidity Event (the "Event Price");

     (ii) in the event that during the twelve (12) month period immediately
     following the Effective Date, the Company shall not undergo a Liquidity
     Event, then the exercise price for each Warrant Share purchasable hereunder
     during the period beginning twelve (12) months and one (1) day immediately
     following the Effective Date shall be the lower of: (i) the Event Price (in
     the event that the Company has undergone a Liquidity Event prior to the
     exercise of this Warrant); or (ii) a price per share reflecting a Company
     valuation of eighty million United States dollars (US$80,000,000), and
     shall be equal to a fraction, the numerator of which is eighty million
     United States dollars (US$80,000,000), and the denominator of which is the
     total number of issued and outstanding shares of the Company at the time of
     exercise (on a fully diluted and as-converted basis, taking into account
     all convertible securities, convertible loans, warrants, options and all
     other rights, whatsoever, to receive shares outstanding at the time of
     exercise).

     For the purpose of this Warrant, the term "Qualified Financing" shall mean
     the closing of the first financing after the date hereof in which the
     Company issues equity securities and in which persons and/or entities
     contribute aggregate gross proceeds to the Company in such financing in
     excess of Two Million United States Dollars (US$2,000,000); provided,
                                                                 --------
     however, that such financing shall not include issuances of the equity
     -------
     securities to the Company's existing shareholders immediately prior to such
     financing for consideration not reflective of the fair market value of such
     equity securities.

     For purposes of this Warrant "Initial Public Offering" shall mean the first
     underwritten public offering pursuant to an effective registration
     statement under the Securities Act, or any other comparable securities
     laws, covering the offering and sale of shares of Ordinary Shares for the
     account of the Company (other than a registration statement effected solely
     to implement an employee benefit plan, a transaction in which Rule 145 of
     the Securities and Exchange Commission is applicable or any other form or
     type of registration in which the Ordinary Shares cannot be included
     pursuant to the Securities and Exchange Commission rules of practice).

3.   Term
     ----

     This Warrant may be exercised, in whole, or in part, during the period
     beginning on the date of this Warrant and ending on the date which is the
     earlier of: (a) three (3) years following the date of this Warrant; (b) the
     closing of a sale of all or substantially all of the Company's property and
     assets, or (c) the closing of a merger or consolidation of the Company with
     or into another corporation; provided, however, that this Warrant may be
                                  --------  -------
     exercised during the twelve (12) months period following the Effective Date
     only in connection with or following the occurrence of a Liquidity Event.

4.   Exercise of Warrant
     -------------------

     This Warrant may be exercised in whole or in part on one or more occasions
     during its term. This Warrant may be exercised by the surrender of this
     Warrant to the Company at its principal office or at such other office or
     agency as the Company may designate


<PAGE>


                                      -3-

     in writing together with the appropriate Notice of Exercise in the form
     annexed hereto duly completed and executed on behalf of the Holder.

     a.   Exercise for Cash
          -----------------

          To exercise for cash, the Notice of Exercise must be accompanied by
          payment in full of the amount of the aggregate purchase price of the
          Warrant Shares being purchased upon such exercise in immediately
          available funds.

     b.   Net Exercise
          ------------

          In lieu of the payment method set forth in Section 4(a) above, subject
          to the occurrence of a Liquidity Event, the Holder may elect to
          exchange this Warrant for a number of Warrant Shares equal to the
          increase in value of the Warrant Shares otherwise purchasable
          hereunder on the date of exchange. If the Holder elects to exchange
          this Warrant as provided in this Section 4(b), the Holder shall tender
          to the Company this Warrant along with the Notice of Exercise as
          provided in the introductory clause to this Section 4, and the Company
          shall issue to the Holder the number of Warrant Shares computed using
          the following formula:

          X = Y (A-B)
              -------
                 A

          Where X = the number of Warrant Shares to be issued to the Holder.

          Y = the number of Warrant Shares which would otherwise have been
          purchasable under this Warrant (as adjusted to the date of such
          calculation, but excluding those Warrant Shares already issued under
          this Warrant).

          A = the Fair Market Value (as defined below) of one share of the
          Company's Ordinary Shares.

          B = The Warrant Price

          "Fair Market Value" of an Ordinary Share shall mean:

          (i)     If the Company's Ordinary Shares are listed on a national
                  securities exchange or are quoted on the National Association
                  of Securities Dealers, Inc. Automated Quotation/National
                  Market System (NASDAQ/NMS), then the closing or last sale
                  price, respectively, reported for the exercise date.

          (ii)    If the Company's Ordinary Shares are not listed on a national
                  securities exchange or quoted on NASDAQ/NMS, but are traded in
                  the over-the-counter market, then the mean of the closing bid
                  and asked prices as reported for the exercise date.

          (iii)   Except as set forth in subsection 4.b.(iv) (below), if the
                  Company's


<PAGE>


                                      -4-

                  Ordinary Shares are not publicly traded, then as determined by
                  the Company's Board of Directors in good faith.

          (iv)    If the exercise date is the date of closing of a public
                  offering of the Company's Ordinary Shares pursuant to an
                  effective registration statement under the Securities Act,
                  then the public offering price (before deduction of discounts,
                  commissions or expenses) in such offering.

           In the event of a net exercise, this entire Warrant must be
           surrendered, and no new Warrant shall be issued.

     c.   Issuance of Shares on Exercise
          ------------------------------

          The Company agrees that the Warrant Shares so purchased be issued as
          soon as practicable thereafter, and that the Holder shall be deemed
          the record owner of such Warrant Shares as of and from the close of
          business on the date on which this Warrant shall be surrendered,
          together with payment in full as required above. In the event of a
          partial exercise, the Company shall concurrently issue to the Holder a
          replacement Warrant on the same terms and conditions as this Warrant,
          but representing the number of Warrant Shares remaining after such
          partial exercise.

     d.   Conditional Exercise
          --------------------

          In any connection with a Liquidity Event, such exercise may be made
          conditional upon the completion of such Liquidity Event.

5.   Fractional Interest
     -------------------

     No fractional shares will be issued in connection with any exercise
     hereunder, but in lieu of such fractional shares the Company shall make a
     cash payment therefor upon the basis of the current market price of such
     shares then in effect as determined in good faith by the Company's Board of
     Directors.

6.   Warrant Confers No Rights of Shareholder
     ----------------------------------------

     Except as otherwise set forth in this Warrant, the Holder shall not have
     any rights as a shareholder of the Company with regard to the Warrant
     Shares prior to actual exercise resulting in the purchase of any Warrant
     Shares.

7.   Investment Representation
     -------------------------

     Neither this Warrant nor the Warrant Shares issuable upon the exercise of
     this Warrant have been registered under the Securities Act, or any other
     securities laws. The Holder acknowledges by acceptance of this Warrant that
     (a) it has acquired this Warrant for investment and not with a view to
     distribution; (b) it has either a pre-existing personal or business
     relationship with the Company, or its executive officers, or by reason of
     its business or financial experience, it has the capacity to protect its


<PAGE>


                                      -5-

     own interests in connection with the transaction; and (c) it is an
     accredited investor as that term is defined in Regulation D promulgated
     under the Securities Act. The Holder agrees that any Warrant Shares
     issuable upon exercise of this Warrant will be acquired for investment and
     not with a view to distribution and such Warrant Shares will not be
     registered under the Securities Act and applicable state securities laws
     and that such Warrant Shares may have to be held indefinitely unless they
     are subsequently registered or qualified under the Securities Act and
     applicable state securities laws, or based on an opinion of counsel
     reasonably satisfactory to the Company, an exemption from such registration
     and qualification is available. The Holder, by acceptance hereof, consents
     to the placement of legend(s) on all securities hereunder as to the
     applicable restrictions on transferability in order to ensure compliance
     with the Securities Act, unless in the opinion of counsel for the Company
     such legend is not required in order to ensure compliance with the
     Securities Act. The Company may issue stop transfer instructions to its
     transfer agent in connection with such restrictions.

8.   Adjustment of Warrant Price and Number of Shares
     ------------------------------------------------

     The number and kind of securities purchasable initially upon the exercise
     of this Warrant and the Warrant Price shall be subject to adjustment from
     time to time upon the occurrence of certain events, as follows:

     a.   Adjustment for Shares Splits and Combinations  If the Company at
          ---------------------------------------------
          any time or from time to time effects a subdivision of the outstanding
          Ordinary Shares, the number of Ordinary Shares issuable upon exercise
          of this Warrant immediately before the subdivision shall be
          proportionately increased, and conversely, if the Company at any time
          or from time to time combines the outstanding Ordinary Shares, the
          number of Ordinary Shares issuable upon exercise of this Warrant
          immediately before the combination shall be proportionately decreased.
          Any adjustment under this Section 8(a) shall become effective at the
          close of business on the date the subdivision or combination becomes
          effective.

     b.   Adjustment for Certain Dividends and Distributions  In the event
          --------------------------------------------------
          the Company at any time, or from time to time makes, or fixes a record
          date for the determination of holders of Ordinary Shares entitled to
          receive a dividend or other distribution payable in additional shares
          of Ordinary Shares, then and in each such event the number of Ordinary
          Shares issuable upon exercise of this Warrant shall be increased as of
          the time of such issuance or, in the event such a record date is
          fixed, as of the close of business on such record date, by multiplying
          the number of Ordinary Shares issuable upon exercise of this Warrant
          by a fraction: (i) the numerator of which shall be the total number of
          Ordinary Shares issued and outstanding immediately prior to the time
          of such issuance or the close of business on such record date plus the
          number of Ordinary Shares issuable in payment of such dividend or
          distribution, and (ii) the denominator of which is the total number of
          shares of Ordinary Shares issued and outstanding immediately prior to
          the time of such issuance or the close of business on such record
          date; provided, however, that if such record date is fixed and such
                -----------------
          dividend is not fully paid or if such distribution is not fully made
          on the date fixed thereof, the number of Ordinary Shares issuable


<PAGE>


                                      -6-

          upon exercise of this Warrant shall be recomputed accordingly as of
          the close of business on such record date and thereafter the number of
          shares of Ordinary Shares issuable upon exercise of this Warrant shall
          be adjusted pursuant to this Section 8(b) as of the time of actual
          payment of such dividends or distributions.

     c.   Adjustments for Other Dividends and Distributions.  In the event
          -------------------------------------------------
          the Company at any time or from time to time makes, or fixes a record
          date for the determination of holders of Ordinary Shares entitled to
          receive a dividend or other distribution payable in securities of the
          Company other than Ordinary Shares, then in each such event provision
          shall be made so that the Holder shall receive upon exercise of this
          Warrant, in addition to the number of Ordinary Shares receivable
          thereupon, the amount of securities of the Company that the Holder
          would have received had this Warrant been exercised for Ordinary
          Shares immediately prior to such event (or the record date for such
          event) and had the Holder thereafter, during the period from the date
          of such event to and including the date of exercise, retained such
          securities receivable by it as aforesaid during such period, subject
          to all other adjustments called for during such period under this
          Section and the Company's Articles of Association with respect to the
          rights of the Holder.

     d.   Adjustment for Reclassification, Exchange and Substitution  If
          ----------------------------------------------------------
          the Ordinary Shares issuable upon the exercise of this Warrant are
          changed into the same or a different number of shares of any class or
          classes of shares of the Company, whether by recapitalization,
          reclassification or otherwise (other than a subdivision or combination
          of shares or shares dividend provided for elsewhere in this Section),
          then and in any such event the Holder shall have the right thereafter
          to exercise this Warrant into the kind and amount of shares and other
          securities receivable upon such recapitalization, reclassification or
          other change, by holders of the number of shares of Ordinary Shares
          for which this Warrant might have been exercised immediately prior to
          such recapitalization, reclassification or change, all subject to
          further adjustment as provided herein and under the Company's Articles
          of Association.

     e.   General Protection. The Company will not, by amendment of its
          ------------------
          Articles of Association or through any reorganization,
          recapitalization, transfer of assets, consolidation, merger,
          dissolution, issue or sale of securities or any other voluntary
          action, avoid or seek to avoid the observance or performance of any of
          the terms to be observed or performed hereunder, or impair the
          economic interest of the Holder, but will at all times in good faith
          assist in the carrying out of all the provisions hereof and in taking
          of all such actions and making all such adjustments as may be
          necessary or appropriate in order to protect the rights and the
          economic interests of the Holder against impairment.

     f.   Notice of Capital Changes.  If at any time the Company shall
          -------------------------
          offer for subscription pro rata to the holders of Ordinary Shares any
                                 --------
          additional shares of any class, other rights or any equity security of
          any kind, or there shall be any capital reorganization or
          reclassification of the capital shares of the Company, or
          consolidation or merger of the Company with, or sale of all or
          substantially all of its assets to another company or there shall be a
          voluntary or involuntary


<PAGE>


                                      -7-

          dissolution, liquidation or winding up of the Company, or other
          transaction described in this Section 8, then, in any one or more of
          said cases, the Company shall give the Holder written notice, by
          registered or certified mail, postage prepaid, of the date on which
          (i) a record shall be taken for such subscription rights or (ii) such
          reorganization, reclassification, consolidation, merger, sale,
          dissolution, liquidation or winding up shall take place, as the case
          may be. Such notice shall also specify the date as of which the
          holders of record of Ordinary Shares shall participate in such
          subscription rights, or shall be entitled to exchange their Ordinary
          Shares for securities or other property deliverable upon such
          reorganization, reclassification, consolidation, merger, sale,
          dissolution, liquidation or winding up, as the case may be. Such
          written notice shall be given at least fourteen (14) days prior to the
          action in question and not less than fourteen (14) days prior to the
          record date in respect thereto.

     g.   Adjustment of Warrant Price.  Upon each adjustment in the number
          ---------------------------
          of Ordinary Shares purchasable hereunder, the Warrant Price shall be
          proportionately increased or decreased, as the case may be, in a
          manner that is the inverse of the manner in which the number of
          Ordinary Shares purchasable hereunder shall be adjusted.

     h.   Notice of Adjustments.  Whenever the Warrant Price or the number
          ---------------------
          of Ordinary Shares purchasable hereunder shall be adjusted pursuant to
          Section 8 hereof, the Company shall prepare a certificate setting
          forth, in reasonable detail, the event requiring the adjustment, the
          amount of the adjustment, the method by which such adjustment was
          calculated, and the Warrant Price and the number of Ordinary Shares
          purchasable hereunder after giving effect to such adjustment, and
          shall cause copies of such certificate to be mailed (by first class
          mail, postage prepaid) to the Holder.

9.   Transfer of This Warrant or Securities Issuable on Exercise Hereof
     ------------------------------------------------------------------

     With respect to any offer, sale or other disposition of this Warrant or
     securities into which such Warrant may be exercised, the Holder will give
     written notice to the Company prior thereto, describing briefly the manner
     thereof, together with, if requested by the Company, a written opinion of
     such Holder's counsel, to the effect that such offer, sale or other
     distribution may be effected without registration or qualification (under
     any federal or state law then in effect). Such opinion letter and all such
     transferees must warrant and represent that they are an "accredited"
     investor as that term is defined under Regulation D of the Securities Act.
     Promptly, as practicable, upon receiving such written notice and opinion
     and warranties and representations, if so requested, the Company, as
     promptly as practicable, shall deliver to the Holder one or more
     replacement Warrant certificates on the same terms and conditions as this
     Warrant for delivery to the transferees. Each Warrant thus transferred and
     each certificate representing the securities thus transferred shall bear
     legend(s) as to the applicable restrictions on transferability in order to
     ensure compliance with the Securities Act, unless in the opinion of counsel
     for the Company such legend is not required in order to ensure compliance
     with the Securities Act. The Company may issue stop transfer instructions
     to its transfer agent in connection with such restrictions. Any provision
     of this Warrant to the contrary notwithstanding, the


<PAGE>


                                      -8-

     Holder may not offer, sell or otherwise dispose of this Warrant to any
     third party, other than (i) to a wholly owned subsidiary of Bank Hapoalim
     B.M., or (ii) to any other transferee approved by the Company in writing
     with such approval not to be unreasonably withheld, provided that all
     transfers pursuant to clauses (i) and (ii) above or otherwise are subject
     to any restrictions on transfer contained in the Articles of Association of
     the Company as in effect from time to time.

10.  Registration Rights
     -------------------

     The Company covenants and agreed as follows:

     a.   Definitions  For purposes of this Section 10:
          -----------

               "Registrable Shares" means (i) the Warrant Shares, and (ii) any
               Ordinary Shares of the Company issued as (or issuable upon the
               conversion or exercise of any warrant, right or other security
               that is issued as) a dividend or other distribution with respect
               to, or in exchange for or in replacement of, such Warrant Shares;
               provided, however, that any exercise of this Warrant in
               connection with an exercise of rights to registration under this
               Section 10 may be made conditional upon the closing of the
               offering contemplated by such registration.

     b.   Subject to the requisite consent of shareholders of the Company as
          provided in Section 13(o)(i) of the Subscription Agreement dated
          February 28, 1996 between the Company and certain of its shareholders
          (the "Subscription Agreement"), the Holder shall be entitled to
          "incidental" registration rights in respect of the Registrable Shares,
          pari passu with the holders of the outstanding Ordinary Shares of the
          Company described in Section 13(a)(i)(A) of the Subscription
          Agreement, in accordance with Section 13 of the Subscription Agreement
          as such rights may be amended from time to time in accordance with the
          Subscription Agreement or any successor document granting such rights.
          By accepting this Warrant, the Holder agrees to be subject to the
          corresponding obligations of the Holder of "incidental" registration
          rights (including market stand-off or "lock-up" obligations) contained
          in the Subscription Agreement or any amendment thereto or to the
          rights therein, as aforesaid. If the Company has requested the Holder
          to adhere to a stand-off period as aforesaid, the Exercise Period of
          this Warrant shall be extended for a period equal to the term of the
          stand-off period requested by the Company.

     c.   Assignment of Registration Rights.  The rights to cause the Company to
          ---------------------------------
          register Registrable Shares pursuant to the registration rights set
          forth in this Section 10 (the "Registration Rights") may be assigned
          by a Holder to a transferee or assignee of all such securities to the
          same extent as permitted by Section 9 of this Warrant.

     d.   No Conflicting Agreements.  The Company represents and warrants to the
          -------------------------
          Holder that the Company is not a party to any agreement that conflicts
          in any manner with the Holder's rights to cause the Company to
          register Registrable


<PAGE>



                                      -9-

          Shares pursuant to the Registration Rights. The Company covenants and
          agrees that it shall not, without the prior written consent of the
          holders of a majority of the outstanding Registrable Securities,
          amend, modify or restate the Registration Rights if the Holder would
          be adversely affected by the amendment in a different manner than
          other holders of "Registrable Shares" similarly situated.

     e.   Rights and Obligations Survive Exercise and Expiration of Warrant  The
          -----------------------------------------------------------------
          rights and obligations of the Company and the Holder set forth in this
          Section 10 and in the Registration Rights shall survive the exercise,
          conversion and expiration of this Warrant.

11.  Representations and Warranties.
     ------------------------------

     The Company represents and warrants to the Holder that this Warrant is
     subject to and conditional upon the waiver by all shareholders of the
     Company of their preemptive rights pursuant to the Articles of Association
     of the Company and the Subscription Agreement, and the receipt of any
     approvals required of or filings required with Israeli governmental
     entities and Israeli banks, and that other than as aforesaid:

     a.   This Warrant has been duly authorized and executed by the Company and
          is a valid and binding obligation of the Company enforceable in
          accordance with its terms.

     b.   The Warrant Shares are duly authorized and reserved for issuance by
          the Company and, when issued in accordance with the terms hereof, will
          be validly issued, fully paid and nonassessable and not subject to any
          preemptive rights.

     c.   The execution and delivery of this Warrant are not, and the issuance
          of the Warrant Shares upon exercise of this Warrant in accordance with
          the terms hereof will not be, inconsistent with the Company's Articles
          of Association, do not and will not contravene any law, governmental
          rule or regulation, judgment or order applicable to the Company, and,
          except for consents that have already been obtained by the Company, do
          not and will not conflict with or contravene any provision of, or
          constitute a default under, any indenture, mortgage, contract or other
          instrument of which the Company is a party or by which it is bound or
          require the consent or approval of, the giving of notice to, the
          registration with or the taking of any action in respect of or by, any
          Federal, state or local government authority or agency or other
          person.

12.  Expenses
     --------

     The Company will pay the Israeli Stamp Duty on the issuance of the Warrant
     Shares, and will notify the Israeli Companies Registrar of such issuance
     within the time period required by law. The Stamp Duty on this Warrant, if
     any, will be paid in full by the Company.


13.  Loss, Theft, Destruction or Mutilation of Warrant
     -------------------------------------------------


<PAGE>


                                      -10-

     Upon receipt by the Company of evidence reasonably satisfactory to it of
     the loss, theft, destruction or mutilation of any Warrant or Shares
     certificate, and in case of loss, theft or destruction, of indemnity, or
     security reasonably satisfactory to it, and upon reimbursement to the
     Company of all reasonable expenses incidental thereto, and upon surrender
     and cancellation of such Warrant or Shares certificate, if mutilated, the
     Company will make and deliver a new Warrant or Shares certificate of like
     tenor and dated as of such cancellation, in lieu of such Warrant or Shares
     certificate.

14.  Notices
     -------

     Any notice or other communication hereunder shall be in writing and shall
     be deemed to have been given upon delivery, if personally delivered or
     three business days after deposit if deposited in the mail for mailing by
     certified mail, postage prepaid, and addressed as follows:

     If to Holder:         c/o Bank Hapoalim B.M.
                           Electronics Group - Industrial Sector
                           41-45 Rothschild Blvd.
                           Tel Aviv, Israel
                           attn.: Ruthi Simha
                           fax: 03-567-5699

     If to Company:        Accord Telecommunications Ltd.
                           10 Martin Gehl Street
                           Kiryat Arieh, Petach Tikva, 49130 Israel
                           attn.: Ori Shachar
                           fax: 03-921-1571

     Each of the above addressees may change its address for purposes of this
paragraph by giving to the other addressees notice of such new address in
conformance with this paragraph.

15.  Applicable Law; Jurisdiction
     ----------------------------

     This Warrant shall be governed by and construed in accordance with the laws
     of the State of Israel as applicable to contracts between two residents of
     the State of Israel entered into and to be performed entirely within the
     State of Israel. Any dispute arising under or in relation to this Warrant
     shall be resolved exclusively in the competent court for Tel Aviv-Jaffa
     district, and each of the parties hereby submits irrevocably to the
     exclusive jurisdiction of such court.






16.  Entire Agreement
     ----------------


<PAGE>


                                      -11-

     This Warrant constitutes the entire agreement between the parties hereto
     with regard to the subject matters hereof, and supersedes any prior
     communications, agreements and/or understandings between the parties hereto
     with regard to the subject matters hereof.

     Dated:  ______________, 1999


     ACCORD TELECOMMUNICATIONS LTD.

     By:  ________________________

     Title:  _____________________



<PAGE>


                                      -12-

                               NOTICE OF EXERCISE

To:

1.   The undersigned hereby elects to purchase _________ shares of Ordinary
     Shares of ____________, pursuant to the terms of the attached Warrant, and
     tenders herewith payment of the purchase price for such shares in full.

                                      OR

1.   The undersigned hereby elects to exchange the attached Warrant for ______
     Ordinary Shares of ______________ on a Net Exercise basis, pursuant to the
     terms of the attached Warrant.

2.   In exercising this Warrant, the undersigned hereby confirms and
     acknowledges that the shares of Ordinary Shares are being acquired solely
     for the account of the undersigned and not as a nominee for any other
     party, or for investment, and that the undersigned will not offer, sell or
     otherwise dispose of any such shares of Ordinary Shares except under
     circumstances that will not result in a violation of the Securities Act of
     1933, as amended, or any state securities laws.

3.   Please issue a certificate representing said shares of Ordinary Shares in
     the name of the undersigned.

4.   Please issue a new Warrant for the unexercised portion of the attached
     Warrant in the name of the undersigned.



_________________________           _________________________
(Date)                              (Print Name)


                                    _________________________
                                    (Signature)