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                                                                    EXHIBIT 10.1

                           UNPROTECTED RENTAL CONTRACT

                       SIGNED IN TEL AVIV ON 7 APRIL 1997

BETWEEN:          Oded Reichman - Development & Investments (1995) Ltd.
                  Private company no. 51-210704-6
                  Of 2 Habarzel Street, Tel Aviv
                  By its manager, Mr. Oded Reichman, ID 0128101
                  Authorized to sign in its name and on its behalf
                  (Hereinafter: the "LESSOR")

                                               of the first part;

AND:              Redview Software Ltd., Private company no. 51-162795-2
                  Of 8 Hanechoshet Street, Tel Aviv
                  By Messrs.:       Yehuda Zissapel, ID 007146053
                                    Ilan Kinreich, ID 054182035
                  Authorized to sign in its name and on its behalf
                  (Hereinafter: the "LESSEE")

                                               of the second part;

WHEREAS           Mr. Oded Reichman, bearer of ID no. 0128101 (hereinafter: the
                  "LEASEHOLDER"), is the registered leaseholder and sold holder
                  of the real estate Property, as defined below, located at 8
                  Habarzel Street, Tel Aviv, known as part of lot 369, parcel
                  6638;

AND               Whereas the Leaseholder, via the Lessor, which is a
                  corporation controlled by the Lessor (SIC), is constructing
                  the Building, as defined below, on the Property, and is to
                  complete its construction on a high building standard, for
                  offices;

AND               Whereas the Lessor declares that it is constructing the
                  Building, as defined below, according to the provisions of the
                  law and that a company that develops software can be managed
                  therein;

AND               Whereas the Lessor declares that its engagement in this
                  contract with the Lessee is made with the knowledge of Bank
                  Leumi Le'Israel BM, in favor whereof a first class mortgage is
                  registered on the Leaseholder's rights in the Property, and in
                  accordance with the debenture in favor thereof, and that it is
                  not aware of any prevention against leasing the Rented
                  Premises to the Lessee;

AND               Whereas the Lessor, with the permission and consent of the
                  Leaseholder, desires to rent to the Lessee, and the Lessee
                  desires to rent from the Lessor particular areas in the
                  Building, as defined below, in an unprotected rental under the
                  Tenants' Protection Laws and under the terms and conditions
                  set forth in the Contract below:

NOW THEREFORE, THE PARTIES HAVE AGREED, STIPULATED AND DECLARED AS FOLLOWS:


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1.       PREAMBLE, APPENDICES AND INTERPRETATION

         1.1      The Preamble to this Contract and the Appendices attached
                  hereto are an integral part of the Contract.

         1.2      The captions in the Contract are for the reader's convenience
                  only, and shall not serve in construing the Contract.

         1.3      In this Contract, the following terms and phrases shall bear
                  the meanings set forth alongside them:

                  The "CONTRACT"    This Contract and the Appendices
                                    attached or that shall be attached hereto in
                                    the future, with the consent and signatures
                                    of the parties.

                  The "PROPERTY"    Part of lot 369 in parcel 6638,
                                    marked and demarcated on the map attached to
                                    the Contract as APPENDIX 1.

                  The "BUILDING"    The Building being erected on the
                                    Property, according to the plans located
                                    presently and/or in the future at the
                                    architect's offices, including all
                                    additional buildings and other supplements
                                    to the Building, including the parking
                                    tower, aboveground and underground parking,
                                    the commercial spaces, stores, Public
                                    Spaces, the protected rooms on each story,
                                    service areas, loading and unloading bays,
                                    public thoroughfares, sidewalks, storage
                                    areas, basements, roofs, gardens,
                                    stairwells, elevators and elevator shafts,
                                    electricity and transformer rooms, garbage
                                    rooms and pump rooms.

                  The "PUBLIC       All areas and facilities in
                  SPACES"           the Building (including basements), which
                                    are not designated for rental or exclusive
                                    use by lessees in the Building, including
                                    the electricity room.

                  The "ARCHITECT"   Sde-Dagan or any other architect
                                    to be appointed for this purpose by the
                                    Lessor and who has the degree of architect
                                    or construction engineer.

                  The "SUPERVISOR"  Margolin Bros. Ltd., or any
                                    other supervisor to be appointed for this
                                    purpose by the Lessor.

                  The "RENTED       The entire area of the
                  PREMISES"         second (2nd) floor of the Building, as
                                    marked and demarcated in the plans attached
                                    to the Contract as APPENDIX 2.

                                    As well as - if a demarcated area is rented
                                    to the Lessee for parking - the entire such
                                    area.


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                  The "AREA OF THE  The entire area of the Rented
                  RENTED PREMISES"  Premises, and unless
                                    expressly stated otherwise, including the
                                    entire thickness of the outside walls of the
                                    floor whereon the Rented Premises are
                                    located, but not including the exterior part
                                    of the aforesaid outside walls.

                  The "MANAGEMENT   The Company that shall
                  COMPANY"          be established by the Lessor for the
                                    management, operation and maintenance of the
                                    Building, or any other Company wherefrom the
                                    Lessor shall hire management, operation and
                                    maintenance services for the Building.

                  The "INDEX"       The Consumer Price Index published
                                    by the Central Bureau of Statistics, or any
                                    other Index published by the Bureau in its
                                    stead.

                  The "US INDEX"    The Consumer Price Index as
                                    published in the United States of America.

                   "$"              The United States Dollar.

                  The               The representative exchange
                  "REPRESENTATIVE   rate of the $, published on
                  EXCHANGE RATE"    each business day by the Bank of Israel (and
                                    in the absence of such publication, the
                                    selling and buying rates to be published by
                                    Bank Leumi Le'Israel BM).

                  The "BASE INDEX"  Whether the (Israeli) Index or
                                    the US Index - the Index that shall be known
                                    at the Delivery Date as defined below.

                  The "BASE RATE"   If the Contract is signed by
                                    11:00 a.m. - the Representative Exchange
                                    Rate known at that time; if the Contract is
                                    signed after 11:00 a.m. - the Representative
                                    Exchange Rate that is published on the first
                                    business day after the date of signing of
                                    the Contract.

                  The "NEW RATE"    The Representative Exchange Rate
                                    that is known at the time of actual payment;
                                    however, if the payment owing by the Lessee
                                    is made after 11:00 a.m. - the
                                    Representative Exchange Rate that is
                                    published on the first business day after
                                    the day of payment, provided that it is not
                                    lower than the Base Rate known at the time
                                    payment was effected.

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2.       NON-APPLICABILITY OF THE TENANTS' PROTECTION LAWS

         The Lessee hereby declares and confirms that:

         2.1      On 20 August 1968 and/or on the date of commencement of the
                  Tenants' Protection Law (Various Provisions) - 1968, it was
                  not a tenant entitled to hold the Rented Premises, and that
                  also after the aforesaid date, it was not the holder or
                  entitled to hold the Rented Premises until the commencement of
                  the rental period under the Contract.

         2.2      It did not pay or undertake to pay to the Lessor, in any form
                  or manner, key money or any other consideration similar to key
                  money, other than the rental fees as described in the
                  Contract.

         2.3      The Tenants' Protection Law [Combined Version] - 1972, any
                  other law in its stead and any law granting a tenant who has
                  not paid key money any protection, shall not apply to the
                  rental under this Contract, to the relations between the
                  parties pursuant to this Contract, and to the Rented Premises,
                  and the Lessee shall be prevented, in both theory and
                  practice, from arguing otherwise.

         2.4      The parties do not intend to create by means of this Contract
                  protected tenancy relations under the law, and this condition
                  is a prerequisite for the Lessor's consent to engaging in the
                  Contract.

         2.5      Investments, additions and improvements made by the Lessee to
                  the Rented Premises, whether with or without the Lessor's
                  permission, shall be made for the Lessee's convenience only,
                  and shall not constitute any form of payment of key money or
                  serve to grant the Lessee any other rights in the Rented
                  Premises or the Building.

3.       PURPOSE OF THE RENTAL

         3.1      The Lessor is leasing the Rented Premises to the Lessee for
                  the purposes enumerated in APPENDIX 3 to the Contract.

         3.2      The Lessee hereby undertakes that the Rented Premises shall
                  not serve for any purpose which is not enumerated in Appendix
                  3 to the Contract, or for any other purpose not expressly
                  permitted by law.

         3.3      Breach of the provisions of this clause in whole or in part
                  shall be deemed a fundamental breach of the Contract. Without
                  derogating from the foregoing, in any case where demands,
                  claims or indictments are filed against the Lessor relating to
                  use of the Rented Premises other than for the purposes of the
                  rental, the Lessee shall indemnify and compensate the Lessor
                  in respect of any expenses, fines, levies, compulsory
                  payments, losses and other damages incurred by the Lessor, and
                  shall be exclusively responsible towards any competent
                  authority in any matter relating to such breach.


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4.       FAMILIARITY WITH THE RENTED PREMISES AND THEIR SUITABILITY TO THE
         LESSEE'S REQUIREMENTS AND THE PURPOSE OF THE RENTAL

         The Lessee hereby declares and undertakes that:

         4.1      It has inspected the Property where the Building is being
                  erected, the surroundings of such Property, and the access
                  thereto.

         4.2      It has inspected and examined the plans of the Rented
                  Premises, including all specifications, and alternatively, has
                  been given the opportunity to inspect such plans and
                  specifications (and has waived exercise of such right).

                  The specification of the finish conditions of the Rented
                  Premises is attached as APPENDIX 4.

                  All finish works that are not expressly enumerated in the
                  specifications shall be made in consideration for payment of
                  an additional price and under the terms and conditions to be
                  determined in agreement, in advance and in writing.

                  IT SHOULD BE NOTED THAT A DETAIL HAS BEEN APPROVED IN SUCH
                  FINISH CONDITIONS, REFERRING TO THE TRANSFER OF THE "KITCHEN"
                  TO THE SOUTH PART OF THE RENTED PREMISES, NEAR OR CONNECTED TO
                  THE "PATIO".

         4.3      It has also inspected all other details, data and aspects
                  which may impact its engagement in the Contract.

         4.4      It is aware that the plans and specifications are not final
                  and are subject to various changes, including in accordance
                  with the requirements of the competent authorities, the
                  Architect and construction engineers and consultants connected
                  with the construction of the Building.

                  Notwithstanding the foregoing, the Lessor hereby undertakes
                  that no changes will be made in the Rented Premises, including
                  with respect to their size, location and related systems,
                  without giving the Lessee prior written notice in which the
                  changes the Lessor intends to make are set forth (hereinafter:
                  the "NOTICE OF CHANGE").

                  The Lessee shall have the right to oppose any material change
                  to the Rented Premises that is not the result of the competent
                  authorities' requirements, as well as any material change in
                  the area of the Rented Premises that is the result of the
                  competent authorities' requirements, as a result of an act
                  and/or omission by the Lessor and/or the Leaseholder and/or
                  anyone acting on their behalf, all by giving written notice to
                  the Lessee (SIC) within 7 days from the day of having received
                  the Notice of Change (hereinafter: "NOTICE OF OPPOSITION TO
                  THE CHANGE").

                  Upon receipt of the Notice of Opposition to the Change,
                  resolution of the question as to whether the change is
                  material or not shall be referred to the Supervisor for
                  decision.


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                  In any case where the Supervisor shall determine that the
                  change is not material and that the Lessor must refrain from
                  making it, the Lessor shall refrain from making it.

                  In any case where the Supervisor shall determine that the
                  change is material and that the Lessor must undo the
                  situation, the Lessor shall so comply in the manner and at the
                  time determined by the Supervisor.

                  In any case where the Lessor shall refrain from acting in
                  accordance with the Supervisor's decision, the Lessee shall
                  have the right to terminate this Contract by giving the Lessor
                  written notice within 30 days from the end of the time
                  allocated by the Supervisor.

                  For the avoidance of doubt, the foregoing shall not derogate
                  from the Lessee's rights to relief or any other remedies in
                  the case that the Lessor shall refrain from acting in
                  accordance with the Supervisor's decision. However, where the
                  Lessee shall refrain from terminating the Contract within 30
                  days as aforesaid, the Lessee shall be deemed to have waived
                  the right of termination.

                  In any case of dispute between the Supervisor and a supervisor
                  or architect appointed to this end by the Lessee (hereinafter:
                  the "LESSEE'S SUPERVISOR" or the "LESSEE'S ARCHITECT", as the
                  case may be) relating to the Supervisor's decision, the
                  dispute shall be decided by Mr. Oded Reichman on behalf of the
                  Lessor and by Mr. Ilan Kinreich, on behalf of the Lessee.

         4.5      It is aware that on the Delivery Date, as defined below, the
                  construction of parts, facilities, systems and certain Public
                  Spaces in the Building shall not be complete, including
                  environmental development, which shall be completed within the
                  six (6) months following the Delivery Date. In addition, it is
                  aware that on the Delivery Date, use of one of the elevators
                  in the Building shall not be permitted until the Building is
                  completely populated, and that during such period until
                  construction has been completed there may be certain
                  disturbances to the use of the Rented Premises and the
                  Building, although the Lessor on its part will use its best
                  efforts to complete the works as soon as possible and to
                  reduce the rate of such disturbance to the use of the Rented
                  Premises and the Building to the minimum.

5.       THE RENTAL AND RENTAL PERIOD

         5.1      The Lessor hereby leases to the Lessee, and the Lessee hereby
                  leases from the Lessor, the Rented Premises for the duration
                  of the Rental Period, as defined below.

         5.2      The Rental Period is four (4) years (hereinafter: the "RENTAL
                  PERIOD"), commencing on 1 September 1997 (hereinafter: the
                  "DELIVERY DATE") and ending on 31 August 2001 (hereinafter:
                  the "TERMINATION DATE"). (Return of the Rented Premises to the
                  Lessor at the end of the Rental Period shall be effected by
                  the last day of the Rental Period, by no later than 13:00 on
                  that day).


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         5.3      Delivery of possession of the Rented Premises to the Lessee is
                  conditional upon fulfillment of all preconditions required to
                  be fulfilled by the Lessee until the Delivery Date (the Lessee
                  shall not be entitled to enter the Rented Premises and/or to
                  receive possession thereof for so long as it has not received
                  the Lessor's prior written approval that all such conditions
                  have been fulfilled), including:

                  5.3.1    Payment of rental fees, as set forth in para. 7.6.1
                           below.

                  5.3.2    The Lessee has signed the management agreement and
                           paid the management fees thereunder, as set forth in
                           clause 8.2 below.

                  5.3.3    Delivery of authorization to bill the Lessee's
                           account in payment of the payments which the Lessee
                           is liable to make by standing order, as provided in
                           clause 9.3 below.

                  5.3.4    Signing of the delivery protocol as provided in
                           clause 12.1 below.

                  5.3.5    Submission of the insurance certification as provided
                           in APPENDIX 7 according to clause 17.7 below.

                  5.3.6    Extending the securities and guarantees as provided
                           in clause 21 below.

         5.4      The Lessee shall not be entitled to shorten the Rental Period
                  or to terminate the Contract prior to the Termination Date,
                  other than with the Lessor's consent, in advance and in
                  writing.

                  Nothing in the foregoing shall derogate from the Lessee's
                  right under clause 22 of the Rental and Borrowing Law - 1971,
                  provided, however, that where the Lessee shall seek to
                  exercise the aforesaid right, it shall inform the Lessor
                  thereof in writing, 30 days before the date he wishes so to
                  do, and the Lessor shall have the right, by giving written
                  notice to the Lessee during such 30 days, to terminate the
                  Contract and to receive possession of the Rented Premises at
                  the end of such 30 days, and this date (the end of such 30
                  days) shall be deemed to have been originally prescribed as
                  the end of the Rental Period.

                  Nothing in the foregoing shall derogate from the Lessee's
                  right to lease the Rented Premises or part thereof to a
                  company controlled by the Lessee or by its shareholders,
                  provided, however, that all the following are fulfilled
                  (hereinafter: the "ASSIGNEE COMPANY"):

                  5.4.1    The Lessee shall inform the Lessor in writing, at
                           least 30 days in advance, of its intention so to do,
                           and in such notice shall give the Lessor information
                           on the Assignee Company, its identification number
                           and its relation to the Lessee.

                  5.4.2    The Assignee Company shall undertake, in advance and
                           in writing, all the Lessee's obligations under this
                           Contract, MUTATIS MUTANDIS.

                  5.4.3    Nothing in the foregoing shall exempt the Lessee from
                           any obligation and/or liability pursuant to this
                           Contract.


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         5.5      Abandonment of the Rented Premises, ceasing to make use
                  thereof or termination of the Contract by the Lessee before
                  the Termination Date, other than in accordance with the
                  provisions of the Contract, shall constitute a fundamental
                  breach of the Contract and shall not release the Lessee from
                  its obligations hereunder (nor under the Management Contract),
                  which shall remain fully valid until the Termination Date.

6.       EXTENSION OF THE RENTAL PERIOD ("OPTION")

         6.1      The Lessee has the right (option) to extend the Rental Period
                  for an additional period of four (4) years (hereinafter: the
                  "ADDITIONAL RENTAL PERIOD"), commencing on 1 September 2001
                  and ending on 31 August 2005 (hereinafter: the "NEW
                  TERMINATION DATE"), provided, however, that all of the
                  following are fulfilled:

                  6.1.1    The Lessee has delivered written notice to the Lessor
                           BY HAND, at least 120 days before the Termination
                           Date, that it wishes to exercise the right under this
                           clause.

                  6.1.2    Until the Termination Date, the Lessee has not
                           fundamentally breached the provisions of the
                           Contract.

                  6.1.3    Until 60 days prior to the Termination Date, the
                           Lessee has extended for the duration of the
                           Additional Rental Period (plus at least 30 more days)
                           the validity of all of the following: all guarantees
                           and securities which the Lessee had undertaken to
                           make in the Lessee's (SIC) favor for the duration of
                           the Rental Period or pursuant to the Contract, and
                           all insurance policies which the Lessee had
                           undertaken to buy under the Contract for the duration
                           of the Rental Period or pursuant to the Contract, and
                           has presented to the Lessor, by such date, all
                           documents or certificates proving, to the Lessor's
                           satisfaction, such extension.

                  6.1.4    Until 10 days prior to the Termination Date, the
                           Lessee has presented to the Lessor all other receipts
                           or certificates attesting to full payment of all
                           payments applying to the Lessee pursuant to the
                           Contract until such date.

                  6.1.5    Until the Termination Date, no instance or event has
                           occurred among those enumerated in the Contract or
                           the law, upon which occurrence the Lessor is granted,
                           under the provisions of the Contract or by law, the
                           right to terminate the Contract, and the Lessee has
                           given notice to the Lessee (SIC) thereof within a
                           reasonable time from the day whereon it discovered
                           the existence of such event.

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         6.2      Where the Rental Period is extended as described above, during
                  the Additional Rental Period all provisions of the Contract,
                  MUTATIS MUTANDIS, shall apply, with the exception of this
                  clause (i.e. at the New Termination Date / at the end of the
                  Additional Rental Period, the Lessee shall no longer have the
                  right to extend the Rental Period for any additional rental
                  period, unless expressly so determined otherwise in this
                  Contract and subject to the content hereof in this respect).

7.       THE RENTAL FEES AND MANNER OF PAYMENT THEREOF

         7.1      The Lessee hereby undertakes to pay to the Lessor monthly
                  rental fees, basic rental fees and parking fees, as specified
                  below.

         7.2      THE BASIC RENTAL FEES:

                  7.2.1    The basic rental fees for the Rented Premises will be
                           an amount of $15 (Fifteen United States Dollars) for
                           each calendar month in the Rental Period (and PRO
                           RATA for parts of a month) per each sq.m. of the area
                           of the Rented Premises on that floor, and in total,
                           an amount of $10,545 (Ten Thousand Five Hundred and
                           Forty Five United States Dollars) per month as
                           aforesaid.

                  7.2.2    For the purpose of calculating the rental fees, the
                           area of the Rented Premises will be the entire area
                           of each floor forming part of the Rented Premises,
                           including the entire thickness of the outside walls.

                  7.2.3    The amount of the basic rental fees in para. 7.2.1
                           above was determined on the basis of the parties'
                           estimate of the area of the floor as provided in
                           para. 7.2.2 above at 703 sq.m. However, the precise
                           area will be determined by the Architect according to
                           the Architect's measurement to be taken at the
                           Delivery Date.

         7.3      THE PARKING FEES:

                  7.3.1    The parking fees for the Parking Area, as defined
                           below, will be an amount of $840 (Eight Hundred and
                           Forty United States Dollars) for each calendar month
                           in the Rental Period (and PRO RATA for parts of a
                           month).

                  7.3.2    For the purposes of the foregoing, "parking" means
                           the area designated for parking cars in the lower
                           underground basement, marked in red on the lower
                           basement level plan that is attached to this Contract
                           as part of Appendix 2.


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                  7.3.3    The Parking Area will be designated for the cars of
                           the Lessee and its employees. The Lessee will be
                           entitled to park in the Parking Area also cars
                           belonging to its visitors, provided, however, that
                           the Lessee will report, according to the procedures
                           to be determined with respect to all lessees in the
                           Building, to the Management Company or to whomever is
                           empowered to this end by the Lessor, on the entry of
                           such vehicles to the Parking Area, and will procure
                           that they fulfill the provisions of this clause 7.3.

                  7.3.4    The Lessee undertakes to take all measures to ensure
                           compliance with the safety regulations by its
                           employees, visitors, and all those acting on its
                           behalf, when entering the aforesaid basements and
                           when leaving them after the above (SIC) regular
                           opening hours, and that the authorized vehicles, as
                           provided above, will park only in the Parking Area
                           and in such manner that will not block the passage of
                           vehicles and/or pedestrians.

                  7.3.5    The opening hours of the parking lots at the Building
                           will be from 7:00 a.m. to 20:00 p.m. on weekdays, and
                           until 15:00 p.m. on Fridays and holiday eves.
                           However, for so long as the Lessee, its employees,
                           visitors and anyone acting on its behalf comply with
                           the regulations and procedures for safety, entry and
                           exit with respect to entering the underground
                           basements where the Parking area is located, exit
                           thereof and parking vehicles therein, the Lessor will
                           procure that entry and exit to the parking lot will
                           be possible on all days of the week, including
                           Saturdays, 24 hours a day (except for Yom Kippur).

         7.4      The basic rental fees and the parking fees (all, jointly and
                  severally, hereinafter: the "RENTAL FEES") will be raised each
                  year during the Rental period, i.e. every twelve (12) months,
                  on the first day of each additional rental year (commencing
                  from the second rental year and thereafter) for the duration
                  of the entire Rental Period, according to the rate of increase
                  in the US Index.

         7.5      On the first day of the Additional Rental Period, if extended,
                  the Rental Fees will be raised by 10%, in addition to the
                  increase according to the rate of increase in the US Index.

         7.6      The Rental Fees will be paid to the Lessor under the terms and
                  conditions, at the dates and in the manner set forth below:

                  7.6.1    For each 3 rental months in advance (hereinafter: the
                           "PAYMENT PERIOD"), on the first business day of each
                           Payment Period (but the Rental Fees for the first
                           Payment Period will be paid up to 10 days before the
                           Delivery Date and as a condition for delivery).

                           To ensure payment of the Rental Fees as provided
                           above, the Lessee shall give to the Lessor at the
                           time of signing of the Contract a bank guarantee as
                           specified in clause 21 below.


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                  7.6.2    The Rental Fees will be paid on the day designated
                           for payment thereof, translated into NIS according to
                           the New Rate.

         7.7      To each payment of Rental Fees (and to the Securities and
                  Guarantees, as defined below), V.A.T. will be added by law and
                  will be paid by the Lessee together with payment of the Rental
                  Fees.

         7.8      For the avoidance of doubt, only actual payment of the Rental
                  Fees, exchange rate and/or Index differentials, and V.A.T. in
                  respect thereof, shall be considered actual payment of the
                  Rental Fees.

         7.9      Each such payment shall be made against a tax invoice and
                  receipt by law; however, the Lessor has the right to postpone
                  delivery of the tax invoice to the Lessee until actual payment
                  as aforesaid.

8.       MANAGEMENT FEES, TAXES, RATES, LEVIES, COMPULSORY AND OTHER PAYMENTS

         8.1      The Lessee hereby undertakes to pay, in addition to the Rental
                  Fees, (and V.A.T. in respect thereof), the management fees,
                  taxes, rates, and other payments enumerated in this clause
                  below.

         8.2      The management fees will be paid to the Management Company,
                  according to the provisions of the Management Contract
                  attached to this Contract as APPENDIX 5.

         8.3      Municipal rates and taxes and other taxes, rates, levies and
                  compulsory payments to the local authority, including business
                  tax, signage fees and payments for business licenses etc. in
                  respect of the area of the Rented Premises, and all other
                  taxes, rates and other compulsory payments of any and all
                  kinds that apply to the Rented Premises and/or in respect of
                  the use thereof and/or to the management of the Lessee's
                  business in the Rented Premises and/or in respect of its
                  management therein, for the duration of the entire Rental
                  Period, which apply by law to the holder or user of rented
                  premises, shall apply to the Lessee only and shall by paid by
                  the Lessee as prescribed by the authority, to the authority or
                  to the Management Company, as determined by the Lessor from
                  time to time.

         8.4      For the purpose of the foregoing, the Lessee shall register
                  with the local authority by the beginning of the Rental Period
                  (where so prevented other than due to an act or omission by
                  the Lessee - within 7 days from the day of commencement of the
                  Rental Period or from the day of removal of such prevention,
                  whichever is the earlier) as Lessee and holder of the Rented
                  Premises, and shall submit to the Lessor confirmation from
                  such authority, attesting to its registration as aforesaid.

         8.5      All payments applying in respect of water, electricity, air
                  conditioning, telephone, etc., supplied to the Rented Premises
                  and/or to its facilities and/or in respect of the use thereof,
                  shall apply to the Lessee only and shall be paid by the Lessee
                  to the suppliers or to the Lessor, as the case may be.

                  Electricity will be billed for as provided in clause 9 below.


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                  Air conditioning will be billed for according to the Lessee's
                  consumption of water relative to other lessees in the building
                  or in any other manner determined by the air conditioning
                  consultants, that reflects actual consumption or the Lessee's
                  relative share of the air conditioning consumption in the
                  Building or in the area of the Building.

         8.6      All payments for and according to the Lessee's relative share
                  in insuring the Building, based on criteria that shall be
                  prescribed by the Lessor for all lessees in the Building
                  (including the Rented Premises), in structural and third party
                  insurance, if and so far as they shall not constitute part of
                  the management fees for any reason, shall apply to the Lessee
                  and be paid by the Lessee to the Lessor, in addition to the
                  Rental Fees, provided, however, that the cost of structural
                  insurance that shall apply to the Lessor shall not exceed an
                  amount in NIS that is equal to $0.20 per square meter of the
                  area of the Rented Premises.

         8.7      For the avoidance of doubt, property tax, if applicable,
                  leasing fees of any kind, to the Israel Lands Administration,
                  and all taxes, rates, levies and other compulsory payments
                  applying at the date of signing of the Contract and/or that
                  shall apply in the future (and are not enumerated above) to
                  owners of property only, shall apply to the Lessor and be paid
                  by the Lessor, unless expressly determined otherwise in this
                  Contract or in the Management Contract or in such law /
                  regulation / bylaw published in the future.

         8.8      Any delay in the payments applying to the Lessee according to
                  this clause, in whole or in part, which have not been made
                  despite written notice given 15 days in advance shall in all
                  respects be considered payment in arrears of the Rental Fees.
                  The foregoing shall not apply to payments to the local
                  authorities in respect of water and rates and taxes, and to
                  payments to Bezeq in respect of telephone lines and the use
                  thereof, provided, however, that the Lessee has been
                  registered for this purpose as obligated to payment thereof at
                  the local authority and Bezeq, such payment applying
                  exclusively to the Lessee and being its sole responsibility.

                  Without derogating from the foregoing and from the other
                  provisions of the Contract regarding the Lessee's liabilities
                  in the case of such delay, the Lessee alone shall be liable
                  for payment of all interest, linkage differentials and fines
                  applying in respect of such delay.

         8.9      In any case of such delay, the Lessor shall be entitled (but
                  not obligated) to make such payment on the Lessee's account,
                  provided, however, that it has given the Lessee notice in
                  writing, 7 days in advance, of its intent so to do, and the
                  Lessee undertakes to refund to the Lessor the entire sum paid
                  by the Lessor as aforesaid, plus all expenses, losses and
                  damages incurred by the Lessor in connection with or as a
                  result of making such payment, plus the maximum interest
                  charged at such time by Bank Leumi Le'Israel BM in respect of
                  irregular overdrafts in an overdraft account, from the date of
                  payment until the date such refund is actually effected.


<PAGE>

         8.10     The Lessee shall forward to the Lessor on receipt of the
                  Lessor's first demand in writing photocopies of all receipts
                  and other certification attesting to the actual payment of all
                  payments described in this clause above, provided, however,
                  that the Lessee shall not be required so to do more frequently
                  than once in three (3) months.

9.       ENGAGEMENT WITH THE ELECTRICITY COMPANY

         9.1      The Lessee declares that it is aware that the Lessor is the
                  exclusive owner of the rights vis-a-vis the Israel Electricity
                  Company Ltd. (hereinafter: the "ELECTRICITY COMPANY") in all
                  matters relating to the supply of electricity to the Building,
                  and that to this end, it has undertaken to make available to
                  the Electricity Company the electricity room in the Building,
                  according to the contract between the Lessor or its
                  representative and the Electricity Company, which the Lessee
                  has had occasion to read and see.

                  In view of the foregoing, the Lessor hereby undertakes to
                  supply electricity to the Rented Property under the terms and
                  conditions practiced from time to time by the Electricity
                  Company, and to this end to install electricity meters as is
                  the practice and custom of the Electricity Company, by the
                  Delivery Date.

         9.2      The Lessee hereby absolutely, finally and irrevocably waives
                  its right to engage with the Electricity Company in any matter
                  relating to the supply of electricity to the Rented Premises,
                  and hereby declares and undertakes that its sole
                  representative in all matters relating to the supply of
                  electricity to the Rented Premises is the Lessor alone (or, at
                  the Lessor's request, the Management Company), and it does not
                  and shall not have and hereby finally, absolutely and
                  irrevocably waives any and all claims against the Electricity
                  Company in all matters relating to the supply of electricity
                  to the Rented Premises.

         9.3      The Lessee hereby undertakes to pay to the Lessor (or, at its
                  request, to the Management Company) for the consumption of
                  electricity at the Rented Premises, for the duration of the
                  Rental Period, according to the Electricity Company's tariffs
                  as effective at the billing date and from time to time with
                  respect to the low voltage connection, by giving an
                  irrevocable standing order to debit the Lessee's account in
                  the Lessor's favor (or the Management Company's favor), to the
                  bank where the Lessee keeps its accounts. The Lessee shall
                  submit to the Lessor such irrevocable standing order on the
                  day the Rental Period commences, in the form attached to this
                  Contract as APPENDIX 8, as a condition for receiving
                  possession of the Rented Premises.


<PAGE>



                  The Lessee hereby gives its consent that the Lessor (or the
                  Management Company) shall be entitled, after giving at least
                  48 hours' prior written notice, to disconnect the supply of
                  electricity to the Rented Premises in respect of non-payment
                  for consumption of electricity as aforesaid and in any case of
                  fundamental breach of this agreement by the Lessee, provided,
                  however, that for the purposes of this clause, only a breach
                  where written notice has been given to the Lessee to remedy
                  such breach and the Lessee has not done so on time shall be
                  considered a fundamental breach of the Contract.

         9.4      Notwithstanding the foregoing, if for any reason electricity
                  shall not be supplied to the Building in bulk, at the Lessor's
                  request, the Lessee shall engage with the Electricity Company
                  directly in any matter relating to the supply of electricity
                  to the Rented Premises and consumption thereof by the Lessee,
                  and the contents of this clause above shall be annulled or
                  modified, as the case may be.

         9.5      Without derogating from the remaining provisions of the
                  Contract regarding changes in the Rented Premises and as a
                  special and fundamental provision of the Contract, the Lessee
                  hereby undertakes not to make any changes in the electrical
                  system in the Rented Premises and/or in the Building, without
                  receiving the Lessor's prior written consent and subject to
                  the terms and conditions of such consent.

10.      SIGNAGE

         10.1     In accordance with the nature and planning of the Building, no
                  signage and/or hanging of any notices in or outside the
                  Building shall be permitted, including on the outside walls
                  and/or roof of the Building, other than subject to receipt of
                  the Lessor's prior written consent and subject to the terms
                  and conditions of such consent. The Lessor shall be entitled
                  to refuse to grant its consent for any reasons whatsoever and
                  without giving grounds for such refusal.

         10.2     The Lessor shall install uniform signage for all lessees in
                  the Building (at the entrance level and on each floor, insofar
                  as possible facing the exit from the elevators), in accordance
                  with the Architect's instructions and as is the customary
                  practice in similar buildings, taking into consideration the
                  Lessee's area relative to the areas of other lessees, against
                  payment to the Lessor or to the Management Company which shall
                  be uniform for all lessees in the Building and at cost price
                  only (the Lessor and/or the Management Company shall be
                  entitled to charge the Lessee also for its relative share in
                  the cost of obtaining licenses and permits for such signage,
                  and for its relative share in rates and taxes for the use
                  thereof).

         10.3     Changes in the signage shall also be made under the
                  above-mentioned terms and conditions.

<PAGE>

         10.4     Any breach of the provisions of this clause in whole or in
                  part by the Lessee, which has not been remedied within 7 days
                  from the day the Lessee receives a written demand so to do,
                  shall be considered a fundamental breach of the Contract.

11.      NON-PAYMENT OF RENTAL FEES AND OTHER PAYMENTS AT DUE DATE

         11.1     In any case where the Lessee is late in paying the Rental Fees
                  (or any other payment for which the Lessee is liable under the
                  Contract), the amount in arrears shall bear arrears interest
                  at the maximum rate applicable at Bank Leumi Le'Israel BM to
                  irregular overdrafts in an overdraft account (plus commission
                  for credit granted) (above and hereinafter: the "ARREARS
                  INTEREST").

                  The Arrears Interest will be calculated for the period from
                  the day whereon the Lessee was to have made payment of the
                  amount in arrears, until the day whereon it actually paid such
                  amount, including to the Lessor.

                  Where the Lessor has paid to a third party any interest and/or
                  linkage differentials and/or fines due to a delay by the
                  Lessee, these shall be deemed part of the principal of the
                  debt payable by the Lessee to the Lessor, which shall also
                  bear such Arrears Interest.

                  Such payments by the Lessee shall be credited in the following
                  order: on account of Arrears Interest, on account of linkage
                  differentials and finally, on account of the principal, unless
                  collection from the Lessee involved expenses and/or legal
                  fees, where any amount paid shall first be credited on account
                  of such expenses and/or legal fees, and thereafter in the
                  order prescribed above.

         11.2     Any delay in payments applying to the Lessee under this
                  Contract or by law exceeding 7 days, and cumulative delays
                  that together exceed 20 days in a period of 12 consecutive
                  months, shall constitute a fundamental breach of the Contract
                  by the Lessee.

         11.3     The payments under this clause applying to the Lessee in
                  respect of being in arrears shall in all respects be
                  considered compensation that is fixed, agreed and estimated in
                  advance, without derogating from any other right, relief and
                  remedy granted to the Lessor under the Contract and/or by law,
                  and without receipt thereof, in whole or in part, being deemed
                  any waiver by the Lessor and/or preventing the Lessor from
                  exercising its remaining rights under the Contract and by law.

12.      DELIVERY AND THE DELIVERY PROTOCOL

         12.1     On the Delivery Date, the parties shall compile a protocol
                  (hereinafter: the "DELIVERY PROTOCOL") wherein the Lessee
                  shall enumerate any claim, should it have such claim,
                  relating to an inconsistency between the state of the Rented
                  Premises at such date and the state of the Rented Premises as
                  described in the specifications and plans (hereinafter: the
                  "INCONSISTENCY"). Additionally, as aforesaid, on the Delivery
                  Date the precise area of the Rented Premises shall be
                  measured.


<PAGE>

         12.2     Subject to the provisions of clause 22 below, in any case
                  where the Lessor is late in delivering possession of the
                  Rented Premises to the Lessee beyond the Delivery Date, the
                  Lessor shall pay to the Lessee in respect of each day in
                  arrears compensation that is fixed, agreed and estimated in
                  advance in an amount in NIS which is half of the Rental Fees
                  divided by thirty (30). Where such delay exceeds 30 days, the
                  Lessor shall pay to the Lessee in respect of each additional
                  day in arrears compensation that is fixed, agreed and
                  estimated in advance in the amount of the monthly Rental Fees
                  divided by thirty (30).

         12.3     Where such delay exceeds 80 days, the Lessee shall have the
                  right to the aforesaid compensation and to terminate this
                  Contract by giving the Lessor notice by hand, within 7 days
                  from the day on which the aforesaid 80 days have elapsed,
                  provided, however, that the Lessor has not delivered
                  possession of the Rented Premises to the Lessee by the end of
                  90 days from the Delivery Date.

                  Where such delay exceeds 90 days and the Lessee has not
                  exercised its aforesaid right to terminate this Contract after
                  80 days in arrears, the provisions of clause 12.3 above shall
                  also apply, MUTATIS MUTANDIS, each 30 days during the next 90
                  days, and the Lessee's right to terminate the Contract shall
                  be at the end of each additional 20 days in arrears (where the
                  Lessor has failed to deliver possession to the Lessee by the
                  end of 30 days as aforesaid, and so forth, and in respect of
                  each day in arrears after 30 November 1997, the Lessor shall
                  pay to the Lessee compensation that is fixed, agreed and
                  estimated in advance, in an amount that is double the amount
                  of the Rental Fees divided by thirty (30).

                  In any case where the Lessee shall exercise its above right to
                  terminate the Contract where such delay in delivery exceeds 90
                  days, i.e. after 30 November 1997, the Lessee shall also be
                  entitled to compensation that is fixed, agreed and estimated
                  in advance, in an amount in NIS that is equal to $100,000.

         12.4     Save and except for the right to receive the fixed and
                  pre-agreed compensation and to give notice of termination of
                  the Contract as provided in clauses 12.2 and 12.3 above, the
                  Lessee does not and shall not have any demands, arguments and
                  claims of any kind against the Lessor, and the Lessee hereby
                  expressly and irrevocably waives any other right, remedy and
                  relief in such case.

         12.5     Noting the Inconsistency shall not constitute any confirmation
                  or admission by the Lessor relating to the existence of any
                  Inconsistency in the Building and/or the Rented Premises;
                  however, the Lessee's argument of its existence shall be
                  inspected by the Supervisor. Where the Supervisor finds that
                  the Lessee's claim is justified, the Lessor shall repair the
                  Inconsistency according to the Architect's instructions and in
                  the time prescribed by the Architect.


<PAGE>

         12.6     For the avoidance of doubt, the existence of such
                  Inconsistency shall not grant the Lessee the right to postpone
                  the Delivery Date and/or fulfillment of its undertakings
                  pursuant to the Contract, unless the Supervisor has determined
                  that the Inconsistency is such, that in respect thereof it is
                  not possible to make use of the Rented Premises (or of most of
                  them) for such time that it is not repaired, in which case the
                  Delivery Date and fulfillment of the Lessee's other
                  undertakings shall be postponed until the Inconsistency has
                  been repaired.

         12.7     Any and all disputes relating to the provisions of this clause
                  shall be decided as provided in clause 4.4 above.

         12,8     Without derogating from the foregoing, the Lessee declares
                  that it is aware that the Lessor intends to submit requests
                  for permits and licenses to obtain additional construction
                  percentages, in such manner that the Building (and the parking
                  tower, respectively) will be nine (9) stories high (including
                  the ground floor and not including basements), instead of
                  seven (7) stories as at present, and if and to the extent it
                  shall receive such permits and licenses, to use such
                  construction percentages and to add another two (2) floors to
                  the Building and/or to expand the top floor or floors, whether
                  in the period up until the beginning of the Rental Period or
                  at any time during the Rental Period.

         12.9     The Lessor hereby undertakes to inform the Lessee in writing
                  of its intention to perform any construction works as provided
                  in clause 12.6 above, at least 180 days in advance
                  (hereinafter: the "NOTICE OF CONSTRUCTION").

                  The Lessee is hereby granted the right to (TERMINATE) this
                  Contract by giving written notice, within 60 days from the day
                  of receiving the Notice of Construction, in which it shall
                  state the date of termination of the Contract, provided,
                  however, that such date will fall between 90 and 180 days from
                  the day of receiving the Notice of Construction (hereinafter
                  in this clause: the "NOTICE OF TERMINATION"), and such date
                  shall be deemed to be the date of termination of the Rental
                  Period, as if such date had been originally determined at the
                  time of signing of this Contract, unless notified by the
                  Lessor, within 30 days from the day of receiving the Notice of
                  Termination, that it retracts its intention of performing the
                  above construction works.

                  The Lessee shall be entitled in such case (where it has given
                  Notice of Termination as aforesaid and the Lessor has not
                  retracted its intention of performing the construction works
                  within 30 more days as aforesaid) to reimbursement of all
                  expenses involved in moving to other rented premises,
                  provided, however, that these shall not exceed an amount in
                  NIS equal to $100,000, and payment of such sum shall be
                  considered the final and absolute settlement of all the
                  Lessee's demands, arguments and claims against the Lessor
                  and/or its representative in any and all matters relating to
                  the performance of construction works and/or termination of
                  the Contract in the circumstances described above.


<PAGE>

                  In any case, the Lessor hereby undertakes that even where the
                  Lessee shall not exercise its right to terminate the Rental
                  Contract in the above circumstances, it shall use its best
                  endeavors that such construction works shall not disrupt the
                  reasonable use of the Building and the Rented Premises for the
                  purposes of the rental, and shall use its best endeavors so
                  that the works which are likely to disrupt such use shall be
                  coordinated with the lessees in the Building in advance.

         12.10    Without derogating from the foregoing, the Lessor and/or the
                  Management Company are granted the right to enter the Rented
                  Premises after giving reasonable prior notice (and in the case
                  of an immediate need, as determined by the Architect, the
                  engineer or the relevant party for this purpose on the
                  Lessor's behalf, also without such prior notice), for the
                  purpose of performing any such construction works (including
                  to lay pipes, cables, etc.) insofar as they are required for
                  the regular and/or proper maintenance of the Building and/or
                  the Rented Premises.

         12.11    The Lessee hereby waives, expressly and in advance, any
                  argument and/or claim in any matter relating to the
                  construction and entry to the Rented Premises as provided in
                  clause 12.8 above, provided, however, that the Lessor shall
                  use its best efforts that any such construction and entry
                  shall be made in a manner causing the minimum disturbance to
                  the use of the Building and/or the Rented Premises.

13.      CHANGES IN THE RENTED PREMISES

         In any case where the Lessee shall request to make and/or shall make
         any changes in the Rented Premises, whether before or after the
         Delivery Date, the provisions of APPENDIX 6 to the Contract shall
         apply.

14.      MAINTENANCE AND USE OF THE RENTED PREMISES BY THE LESSEE

         14.1     The Lessee undertakes to keep the Rented Premises and to use
                  them, the Building and everything inside them in good order
                  and carefully and reasonably, and to protect them from any
                  loss and damage, to keep the Rented Premises and their
                  surroundings clean, and to immediately repair at its expense
                  any damage and/or malfunction in the Rented Premises and its
                  facilities which it is bound to repair pursuant to the
                  provisions of this Contract and/or by law.

         14.2     The foregoing does not apply to damage and/or malfunctions due
                  to reasonable wear and tear resulting from careful and
                  reasonable use as provided above, or caused other than as a
                  result of the fault of the Lessee, its employees, visitors or
                  anyone on its behalf, which shall be repaired by the Lessor or
                  the Management Company, as the case may be, within a
                  reasonable time from the day of receiving notice of the damage
                  and/or malfunction, provided, however, that the Lessee shall
                  enable the Lessor and the Management Company to investigate
                  the source of the damage and/or malfunction and the reason for
                  their occurrence.


<PAGE>

                  For the avoidance of doubt, the foregoing shall not derogate
                  from the Lessor's liability to repair faults and/or
                  inconsistencies resulting from the quality of the
                  construction.

         14.3     In any case where the Lessee shall refrain from making a
                  repair for which it is responsible, the Lessor shall have the
                  right (but is not bound so to do) to make the repair itself at
                  the Lessee's expense, provided, however, that it has informed
                  the Lessee at least two (2) business days in advance of its
                  intention so to do and of the estimated cost of the repair,
                  and the Lessee has not made the repair within such two (2)
                  business days, and to this end, the Lessor, the Management
                  Company and anyone acting on their behalf shall be entitled to
                  enter the Rented Premises, in urgent cases even with the use
                  of force, insofar as possible during accepted hours of work.

                  Accounts submitted by the Lessor to the Lessee for making such
                  repairs, confirmed by the Management Company or by anyone
                  acting on its behalf, shall in all respects serve as
                  conclusive and absolute evidence of their correctness, and the
                  Lessee shall be obligated to pay them within 7 days from the
                  date of receiving the call for payment.

         14.4     In any case where the Lessor shall refrain from making a
                  repair for which it is liable, the Lessee shall be entitled to
                  make such repair itself, provided, however, that it has
                  informed the Lessor in writing, two (2) business days in
                  advance, of its intention so to do and of the estimated cost
                  of the repair, and the Lessor has not made the repair within
                  two (2) business days as aforesaid.

                  After making such repair, the Lessee shall submit to the
                  Lessor receipts and tax invoices attesting to the repair
                  having been made, and the Lessor shall refund to the Lessee
                  the cost of the repair within 15 days from receipt thereof,
                  subject to an inspection of the source of the damage and/or
                  malfunction as set forth above.

         14.5     Neither party to the Contract shall repair any such damage
                  and/or malfunction while charging the other party for any
                  amount, other than subject to the presentation of photographs,
                  attesting to the damage and/or malfunction, insofar as they
                  can be photographed, as well as the opinion of an assessor,
                  appraiser, or known and competent professional, attesting to
                  the estimated cost of the repair.

         14.6     The parties undertake to take care and ensure the cleanliness
                  of the Rented Premises and the Building, each as the case may
                  be, and to procure that their employees, visitors, customers
                  and suppliers shall do so, and that all these shall act in a
                  civilized, proper and quiet manner for the duration of their
                  stay in and near the Building, and in a manner preventing any
                  disturbance, bother, inconvenience and damage to the Lessee
                  and other lessees, as the case may be, in the building, and
                  their visitors.

         14.7     Without derogating from the foregoing, the parties undertake
                  that they and all those acting on their behalf shall fulfill
                  and execute all provisions of the law, regulations, rules and
                  bylaws applying to the Building and the Rented Premises, to
                  the possession and use thereof.


<PAGE>

         14.8     Any breach of the provisions of this clause by the Lessee, in
                  whole or in part, which is not remedied within 7 days from the
                  day of receipt of first demand so to do, and any repeated
                  breach, shall constitute a fundamental breach of the Contract.

15.      ACCESS TO THE RENTED PREMISES BY THE LESSOR

         The Lessor and those acting on its behalf shall be entitled to visit
         the Rented Premises at all times, following prior coordination by
         telephone. Where the Lessee has refrained from coordinating a time for
         the visit or to enable it to be made, the Lessor or those acting on its
         behalf shall be entitled to enter the Rented Premises and to visit them
         also without such coordination, at any time it deems fit, including
         with the use of reasonable force.

         Furthermore, the Lessee undertakes to enable the Lessor or those acting
         on its behalf to bring to the Rented Premises, prior to the end of the
         Rental Period and at a reasonable time and following prior coordination
         by telephone, potential lessees or buyers to enable them to see the
         Rented Premises.

16.      LICENSES

         16.1     The Lessee declares and undertakes that it is cognizant of the
                  uses permitted by law to be made of the Rented Premises, and
                  that it will conduct its business in the Rented Premises in
                  accordance with business licenses that the Lessee alone,
                  itself and at its expense, shall be responsible for obtaining,
                  renewing, and bearing all payments required to this end, for
                  the continued use of the Rented Premises thereunder for the
                  duration of the Rental Period. At the Lessor's request, the
                  Lessee shall present to the Lessor any such license
                  immediately upon first demand.

         16.2     Without derogating from the foregoing, failure to obtain
                  licenses by the Lessee shall not serve as grounds for
                  non-fulfillment of its obligations under the Contract.

         16.3     The Lessee undertakes to act in the Building and in the Rented
                  Premises and to use them only and solely in accordance with
                  and subject to the terms and conditions of the aforesaid
                  licenses.

17.      SECURITY AND INSURANCE

         17.1     The Lessee shall be exclusively responsible for guarding the
                  Rented Premises and protection thereof. Without derogating
                  from the foregoing, the Lessee undertakes to insure itself,
                  the content of the Rented Premises and its liability as
                  aforesaid towards all its visitors, managers, employees,
                  customers, suppliers, and any other third party.

         17.2     Without derogating from the foregoing, the Lessee undertakes
                  to insure itself to cover all its obligations under this
                  Contract against all applicable risks arising from this
                  Contract and/or its activity in the Rented Premises and/or
                  relating thereto.


<PAGE>

         17.3     Without derogating from the foregoing, the Lessee undertakes
                  to insure its work and investments in the Rented Premises for
                  the duration of the changes in the Rented Premises, subject to
                  receipt of the Lessor's consent, in advance and in writing, to
                  such changes being made.

         17.4     The Lessee shall be exclusively liable for any damage caused
                  in the area of the Rented Premises and/or as a result of the
                  use thereof, and also outside the area of the Rented Premises,
                  as a result of any negligent act and/or omission by the
                  Lessee, its visitors, managers, employees, customers and
                  suppliers, insofar as such liability is applicable to the
                  Lessee and/or the others as aforesaid by law.

         17.5     The Lessee undertakes to indemnify and compensate the Lessor
                  and those acting on its behalf in respect of any claim filed
                  against the Lessor and/or anyone acting on its behalf due to
                  damage for which the Lessee is liable as provided in clause
                  17.4 above, including all losses and expenses (including legal
                  expenses), which shall be caused to the Lessor as a result
                  and/or in connection with such claim. The Lessor, on its part,
                  undertakes to submit to the Lessee written notice immediately
                  upon receiving such claim, not to settle and not to confess
                  thereto, other than after giving the Lessee prior written
                  notice of its intention so to do, and to enable the Lessee to
                  defend itself, at its expense, alone or jointly with the
                  Lessor, at the Lessor's discretion, against any such claim.

         17.6     As a condition for handing over possession of the Rented
                  Premises to the Lessee, the Lessee hereby undertakes that by
                  the day making the changes commences or by the day of
                  commencement of the Rental Period, as the case may be, it
                  shall buy insurance as set forth in the list of insurance
                  policies attached to this Contract as APPENDIX 7 under the
                  terms and conditions and in the manner prescribed in such
                  list, and to act in accordance with the provisions of such
                  list for the duration of the term of the Contract.

         17.7     Any breach of the provisions of this clause by the Lessee, in
                  whole or in part, that has not been remedied within 7 days
                  from the day written notice thereof was given by the Lessor,
                  shall be deemed a fundamental breach of this Contract.

18.      ASSIGNMENT OF RIGHTS

         18.1     Subject to the provisions of clause 5.4 above, the Lessee
                  hereby undertakes not to assign, endorse, transfer, sell,
                  charge, pledge or let (including by way of sublease) it rights
                  (in whole or in part) pursuant to the Contract and/or in the
                  Rented Premises, to any other, in any manner, not to permit
                  any other to make any use of the Rented Premises, and not to
                  include any other in the use of the Rented Premises and/or in
                  the possession thereof.

         18.2     Any breach of the provisions of this clause by the Lessee, in
                  whole or in part, that has not been remedied within 15 days
                  from the day of first demand, shall be deemed a fundamental
                  breach of the Contract.


<PAGE>

         18.3     The Lessor and each of its individuals shall be entitled to
                  assign, endorse, transfer, sell, charge, pledge or let their
                  rights pursuant and by virtue of the Contract, in whole or in
                  part, without being required to obtain any consent from the
                  Lessee. However, subject to the Lessee's rights pursuant and
                  by virtue of the Contract, the Lessee shall be bound to
                  fulfill all provisions of the Contract also towards whomever
                  replaces the Lessee or any of its individuals as aforesaid,
                  and to sign any document required for the purpose of approving
                  such assignment.

19.      VACATING THE RENTED PREMISES

         19.1     The Lessee hereby undertakes to vacate the Rented Premises at
                  the Termination Date and at the end of any extended Rental
                  Period, if any, or immediately upon annulment of the Contract,
                  for any reason whatsoever (hereinafter: the "VACATION DATE").

                  Notwithstanding the foregoing and subject to the following
                  terms and conditions, the Lessee is hereby granted the right
                  to postpone the Vacation Date (and to extend the Rental
                  Period) for six (6) or twelve (12) months (at the Lessee's
                  choice), should it give notice, delivered to the Lessor by
                  hand, at least ninety (90) days before the Vacation Date.

                  The aforesaid right shall be exercisable once only (and if
                  exercised before exercise of the right to extend the Rental
                  Period for an Additional Rental Period as provided in clause
                  6.1 above or in its stead, it shall replace the right
                  described in clause 6.1 above).

                  The Lessee's aforesaid right to postpone the Vacation Date is
                  conditional upon fulfillment of the terms and conditions set
                  forth in clause 6.1 above, MUTATIS MUTANDIS.

                  Furthermore, the above right is conditional upon the Rental
                  Fees being raised in such six (6) or twelve (12) month period
                  at the rates set forth in this matter in the Contract (i.e. as
                  provided in clauses 7.4 and 7.5 above, as the case may be and
                  MUTATIS MUTANDIS).

                  For the avoidance of doubt, if the Vacation Date shall be at
                  the end of the extended Rental Period, there shall be a
                  further increase of 10% in relation to the aforesaid six (6)
                  or twelve (12) months.

         19.2     At the Vacation Date the Lessee shall vacate the Rented
                  Premises and any other location in the building held by it
                  and/or in its use, and shall deliver them to the Lessor, being
                  vacant of any person and object and including all changes it
                  is required to leave in the Rented Premises at the end of the
                  Rental Period, as well as any improvement, addition, repair,
                  equipment and other installations permanently connected to the
                  Rented Premises, even if they were installed or added by the
                  Lessee itself and at its expense, except for those in which
                  respect it was agreed in advance and in writing that the
                  Lessee would remove from the Rented Premises at the end of the
                  Rental Period and return the Rented Premises to their former
                  condition in their regard, as they had been before the changes
                  in the original finish plans had been made.


<PAGE>

         19.3     Any improvement, addition, repair, equipment and other
                  installations that are permanently connected to the Rented
                  Premises, even if installed or added by the Lessee itself and
                  at its expense, as well as all objects, equipment, accessories
                  and inventory left by the Lessee in the Rented Premises and/or
                  in the Building at the end of the Rental Period, other than in
                  accordance with the provisions of the Contract, and which the
                  Lessee shall refrain from immediately removing from the Rented
                  Premises (and insofar as necessary - while returning the
                  situation to its former condition), despite written notice so
                  to do, shall be deemed the property of the Lessor, and the
                  Lessee hereby waives, in advance and expressly, any argument
                  and/or demand and/or claim in respect thereof. However,
                  nothing in the foregoing shall derogate from the Lessee's
                  obligation to pay to the Lessor all expenses, losses and
                  damages incurred by the Lessor in vacating the above or any of
                  their number from the Rented Premises and/or from the Building
                  and/or in order to return the situation to its former
                  condition.

         19.4     The Lessee declares that it is aware that based on its
                  undertaking to vacate the Rented Premises at due date, the
                  Lessor intends to let the Rented Premises to another lessee
                  and to undertake to deliver the Rented Premises to such other
                  lessee immediately after they are vacated by the Lessee, and
                  the Lessee hereby undertakes to pay to the Lessor, in any case
                  where the Lessee shall not vacate the Rented Premises at the
                  Vacation Date or at any other later date, pecuniary
                  compensation that is fixed, agreed and estimated in advance,
                  as follows:

                  19.4.1  Compensation in respect of every day in arrears in
                          vacating the Rented Premises, such delay not exceeding
                          30 days - in an amount equal to the multiplication of
                          the Rental Fees and the monthly management fees by two
                          (2), divided by thirty;

                  19.4.2  Compensation in respect of every day in arrears in
                          vacating the Rented Premises exceeding 30 days - in an
                          amount equal to the multiplication of the Rental Fees
                          and the monthly management fees by three (3), divided
                          by thirty;

                  (Hereinafter: the "AGREED COMPENSATION FOR THE DELAY IN
                  VACATING").

         19.5     Nothing contained in this clause above and/or payment of the
                  Agreed Compensation for the Delay in Vacating or any part
                  thereof shall release the Lessee from fulfilling its
                  undertakings pursuant to the Contract, including vacating the
                  Rented Premises, and/or shall derogate from the Lessor's
                  rights to any other right, relief or remedy, granted to the
                  Lessor under the Contract or by law, including realization of
                  the securities and guarantees below, and including removal by
                  the Lessor of the Lessee from the Rented Premises and the
                  Building and its eviction as set forth below.

         19.6     Receipt of payments as provided above by the Lessor and/or the
                  Management Company shall in no way create rental relations or
                  any other relations between the Lessee and the Lessor and/or
                  the Management Company, with respect to the period after the
                  Vacation Date.


<PAGE>

         19.7     Nothing in the foregoing shall derogate from the rights of the
                  Lessor and/or the Management Company and/or anyone acting on
                  their behalf, on the Vacation Date or any other date, to enter
                  the Rented Premises and the Building and to remove the Lessee
                  and any person and object located in the Rented Premises and
                  the Building, that belong to the Lessee and/or serve the
                  Lessee for the purpose of its business in the Rented Premises,
                  at the sole discretion of the Lessor and/or the Management
                  Company, including with the use of reasonable force (or by the
                  Police), and the Lessee hereby undertakes not to resist such
                  removal, provided, however, that no use of force be made to
                  remove the Lessee before 45 days have elapsed from the day on
                  which it was to have vacated the Rented Premises, and it had
                  refrained from doing so despite written demand given at least
                  15 days before such 45 days had elapsed.

         19.8     In any case of arrears in the Vacation Date exceeding 45 days,
                  during which the Lessee had been given notice, as provided in
                  clause 19.7 above, the Lessor and the Management Company shall
                  be entitled (but not obligated) to effect such removal at any
                  time they deem fit, and to act in any property or effects
                  belonging to the Lessee at their sole discretion, including
                  storage thereof at the Lessee's expense at an alternative
                  location, their sale, discard, etc., and the Lessee shall bear
                  all expenses involved in such removal and hereby waives,
                  expressly and in advance, any argument with respect to the
                  amount to be collected from it for such removal, storage and
                  discard.

         19.9     Without derogating from the foregoing, the Lessor (SIC) hereby
                  waives, expressly and in advance, any argument that the Lessor
                  and/or the Management Company and/or anyone acting on their
                  behalf have caused any damage to the Lessee and/or to such
                  property and/or effects during and/or due to the activities
                  involved in such removal and/or storage and/or discard, with
                  the exception of damage caused as a result of an intentional
                  act or gross negligence or unconcern by the Lessor or by
                  anyone acting on its behalf.

         19.10    The Lessee hereby declares that it is aware that its consent
                  to the rate of the aforesaid Agreed Compensation for the Delay
                  in Vacating and to vacate the Rented Premises, including with
                  the use of force as provided above, are a fundamental
                  condition for the Lessor's consent to let the Rented Premises,
                  in view of the great importance that the Lessor attributes to
                  vacating the Rented Premises on time.

         19.11    Nothing contained in clauses 19.7 and 19.8 above shall
                  derogate from the Lessor's rights in any case where a judgment
                  is given to vacate, and the Lessee refrains from vacating the
                  Rented Premises despite such judgment.

         19.12    Payment to the Lessor under this clause of the management fees
                  or pecuniary compensation, which includes a management fee
                  component, shall in all respects be deemed payment to the
                  Management Company, and the Lessor only shall be responsible
                  for transfer thereof to the Management Company.


<PAGE>

20.      REMEDIES

         20.1     The Lessee shall not be entitled, and hereby waives, in
                  advance and expressly, any right to set off amounts owing
                  and/or which shall be owing to it from the Lessor and/or from
                  the Management Company and/or from any other on their behalf,
                  against sums owing and/or which shall be owing from the Lessee
                  and/or from another on its behalf to the Lessor and/or to the
                  Management Company and/or to another on their behalf.

                  The foregoing shall not apply to regular amounts, of which
                  there is evidence in writing, and to amounts in respect of
                  repairs made by the Lessee in the Rented Premises as provided
                  in clauses 14.4 and 14.5 above and subject to the provisions
                  thereof, provided, however, that the Lessee has given written
                  notice to the Lessor of its intention to make such set-off, at
                  least two (2) business days in advance.

         20.2     For the avoidance of doubt, breach by the Lessee of the
                  provisions of the Management Contract, in whole or in part,
                  shall in all respects be deemed also breach of the provisions
                  of this Contract, and shall grant the Lessor the right to
                  every relief and remedy granted it under this Contract in the
                  event of its breach by the Lessee.

         20.3     Jurisdiction in all matters relating to this Contract and/or
                  arising therefrom rests with the Courts and the Execution
                  Office in the city of Tel Aviv only, and no such jurisdiction
                  shall rest with courts or execution offices in other cities.

21.      GUARANTEES AND SECURITIES

         21.1     To ensure fulfillment of the Lessee's undertakings under this
                  Contract, the Lessee shall deposit with the Lessor's attorney,
                  at the time of signing of the Contract (and in no case any
                  later than the dates prescribed in this matter in the
                  Contract), as a fundamental condition under the Contract, the
                  following guarantees and securities:

                  21.1.1  To ensure payment of the Rental Fees and the
                          management fees for the first three (3) months' rental
                          - an index-linked, unconditional bank guarantee for
                          the entire period up to the Delivery Date, plus a
                          further 30 days from the Delivery Date, in an amount
                          equal to the Rental Fees and the management fees for
                          the first three (3) months of the Rental Period (to
                          this end, the management fees will be calculated
                          according to an amount in NIS that is equal to $4 at
                          the Representative Exchange Rate per each 1.00 sq.m.
                          of the area of the Rented Premises);

                          Such guarantee shall be given to the Lessor at the
                          time of signing of the Contract and shall be returned
                          to the Lessee within seven (7) days from the date of
                          actual payment of the Rental Fees for the first three
                          (3) months as aforesaid, at the time and against
                          delivery of the securities and guarantees set forth in
                          paras. 21.1.2-21.1.3 below.


<PAGE>

                  21.1.2  To ensure fulfillment of the Lessee's undertakings
                          after the Delivery Date - an index-linked,
                          unconditional bank guarantee for the duration of the
                          entire Rental Period and for a further 60 days from
                          the Termination Date of the Rental Period, in an
                          amount equal to the Rental Fees and the management
                          fees for the first six (6) months of the Rental Period
                          (to this end, the management fees will be calculated
                          as provided in para. 21.1.1 above).

                          Such guarantee shall be given to the Lessor up to 10
                          days before the Delivery Date and as a condition for
                          the return of the bank guarantee under para. 21.1.1.

                  21.1.3  A promissory note, non-negotiable and to the order of
                          the Lessor only, in an amount equal to the Rental Fees
                          and the management fees for a period of the first
                          twelve (12) months of the Rental Period (to this end,
                          the management fees will be calculated as provided in
                          para. 21.1.1 above), signed by the Lessee.

                  (Above and hereinafter: the "SECURITIES AND GUARANTEES").

         21.2     All costs relating to the bank guarantees will apply
                  exclusively to the Lessee.

         21.3     The Lessee empowers the Lessor's attorney to act for the
                  payment and exercise of the Securities and/or Guarantees or
                  any part thereof, in any case where it is proved to him, to
                  his satisfaction, that the Lessee has breached any of its
                  undertakings pursuant to the Contract or that the Lessor has
                  the right to execute them or to execute any part thereof,
                  provided, however, that no such action will be taken before
                  giving at least 7 days' prior written notice to the Lessee.

         21.4     The above promissory note will be signed in the presence of
                  the Lessor's attorney or another attorney to its satisfaction,
                  who shall approve that it was signed in their presence by the
                  Lessee's authorized signatories or according to confirmation
                  of the signing rights by the Lessee's attorney, as the case
                  may be, after having been identified by them and after having
                  declared in their presence that they had read this Contract
                  and the promissory note and had understood the content and
                  significance thereof.

         21.5     The promissory note and the bank guarantee under para. 21.1.2
                  above shall be returned to the Lessee within 60 days from the
                  Termination Date, after it has been proved to the Lessor's
                  attorney, to his satisfaction, that the Lessee has paid all
                  payments for which it is liable under the rental Contract, and
                  that the Lessee does not owe the Lessor and/or any other any
                  payments of any kind under the Contract, including in
                  compensation, expenses and damages.


<PAGE>

         21.6     Notwithstanding the provisions of the Guarantee Law, the
                  Lessor has the right to redeem the Securities and Guarantees
                  or any of their number in the order it deems fit, at its
                  choice and sole discretion, in whole or in part, and to make
                  any payment applicable to the Lessee under this Contract
                  (including to third parties and/or to collect compensation,
                  etc., owing to the Lessor).

22.      "FORCE MAJEURE" AND ANNULMENT OF THE CONTRACT

         22.1     A delay in delivering the Rented Premises to the Lessee, for
                  reasons beyond the Lessor's control, which the Lessor could
                  not have reasonably anticipated (hereinafter: the "PERIOD OF
                  PREVENTION"), and any such delay as a result of "force
                  majeure", shall not be considered breach of the Contract by
                  the Lessor, and the commencement date of the Rental Period
                  will be postponed for the duration of the Period of Prevention
                  or for the duration of the period in which the force majeure
                  occurred, as the case may be, plus 15 days for reorganization.

         22.2     Where the duration of the Period of Prevention or of the
                  period in which the force majeure occurred exceeds 60 days the
                  Lessee shall be entitled to annul the Contract and to recover
                  any amount it had paid to the Lessor on account of Rental Fees
                  and/or management fees (plus the fruits thereof).

         22.3 For the purpose of this Contract, "force majeure" means any of the
following:

                  22.3.1  An event, occurrence or circumstances determined by
                          the competent court as constituting force majeure for
                          the purpose of this Contract.

                  22.3.2  War.

                  22.3.3  Hostilities and acts of terrorism, riots, massacres or
                          natural disasters, as a result whereof a delay in
                          delivering the Rented Premises to the Lessee has
                          occurred.

                  22.3.4  Strikes or lock-outs, countrywide or in industries
                          connected to the construction of the Building and/or
                          the Rented Premises and/or the completion thereof,
                          including in the various authorities empowered by law
                          to approve use of the Building or any part thereof, as
                          a result whereof a delay is caused in delivering the
                          Rented Premises to the Lessee.

                  22.3.5  A national shortage of materials, as a result whereof
                          a delay is caused in delivering the Rented Premises to
                          the Lessee.

         22.4     The Lessee will not be entitled to any compensation in respect
                  of postponement of the commencement of the Rental Period
                  pursuant to this clause, and it hereby waives, in advance and
                  expressly, any such compensation.


<PAGE>

         22.5     In any case where the Lessee shall unlawfully annul this
                  Contract before the Rental Period begins, or shall unlawfully
                  refrain from accepting the keys to the Rented Premises on the
                  day the Rental Period begins and during 15 days thereafter,
                  the Contract will be annulled and the following provisions
                  will apply:

                  22.5.1  Where the Contract is annulled up to 60 days before
                          the day the Rental Period begins - the Lessee shall
                          pay to the Lessor pecuniary compensation that is
                          fixed, agreed and estimated in advance in the amount
                          of the Rental Fees and management fees for the first
                          two (2) months of the Rental Period (including by way
                          of forfeiting any amount paid by the Lessee in
                          advance).

                          Where any changes have been made in the Building or
                          the Rented Premises at the Lessee's request or under
                          this Contract, in addition to the foregoing, the
                          Lessee will be obliged to pay to the Lessor any
                          expenses, losses and damages incurred in returning the
                          situation to its former condition or in order to adapt
                          the Rented Premises or the Building to an alternative
                          lessee.

                          The Lessor's calculations of the amounts owing to it
                          under this paragraph, approved by the Architect or by
                          a qualified engineer, shall serve as PRIMA FACIE
                          evidence of their correctness (but not for the purpose
                          of a claim in a summary procedure), and shall be paid
                          by the Lessee to the Lessor within 15 days from the
                          date of first demand (including by way of forfeiting
                          any amount that the Lessee had paid in advance; for
                          the purpose of such forfeiture, the Lessor shall be
                          entitled to retain any amounts and payments paid in
                          advance to the Lessor or to the Management Company,
                          until the date such calculations are issued).

                          For the avoidance of doubt, the Lessor or any other
                          acting on its behalf shall not be liable to refund to
                          the Lessee any amounts paid in advance in respect of
                          changes in the Rented Premises or in respect of the
                          expenses of letting the Rented Premises to the Lessee
                          (including stamp duty, agent's fees and legal
                          expenses), and the Lessee hereby waives, in advance
                          and expressly, this right of recovery.

                  22.5.2  Where the Contract is annulled at any other time
                          between 60 days before the Rental Period begins and
                          the date the Rental Period begins - the Lessee shall
                          pay to the Lessor pecuniary compensation that is
                          fixed, agreed and estimated in advance, in the amount
                          of the Rental Fees and management fees for the first
                          four (4) months of the Rental Period (including by way
                          of forfeiting any amount paid by the Lessee in
                          advance), and all other provisions of this clause
                          above shall apply, MUTATIS MUTANDIS.


<PAGE>

                  22.5.3  The rate of the aforesaid agreed compensation has been
                          determined by both parties to the Contract, after an
                          honest and fair estimate of all expenses, losses and
                          damages which the Lessor is liable to incur as a
                          result of annulment of the Contract by the Lessee, and
                          taking into account all the possibilities available to
                          the Lessor to reduce such expenses, losses and
                          damages, including by way of an alternative lessee.

                  22.5.4  Payment of the aforesaid agreed compensation shall not
                          derogate from any other right, relief or remedy
                          granted to the Lessor under this Contract or by law in
                          the case of such annulment, where such expenses,
                          losses and damages exceed the amount of such agreed
                          compensation; however, the Lessor shall not be
                          entitled to claim compensation other than according to
                          one of the following alternatives: if it has claimed
                          agreed compensation - it will not be entitled to claim
                          compensation by proof of damage, and if it has claimed
                          compensation by proof of damage - it will not be
                          entitled to claim the agreed compensation.

                  22.5.5  In any case where the Lessor shall claim compensation
                          from the Lessee as aforesaid, all amounts paid by an
                          alternative lessee in the framework of the Lessor's
                          duty to reduce its damages will be deducted from the
                          amounts paid in compensation.

23.      GENERAL

         23.1     All payments payable by the Lessee to the Lessor and/or to the
                  Management Company and/or to any third parties via the Lessor
                  and/or the Management Company, which are not paid by standing
                  order, shall be paid in cheques made to the order of the
                  Lessor at the Lessor's offices in the Preamble to this
                  Contract, and from the date of commencement of the Rental
                  Period, at the Lessor's offices or the Management Company's
                  offices in the Building or in any other location in the Dan
                  Region, as per the Lessor's instructions.

         23.2     Any payment due to be made on a day that is not a business day
                  will be postponed to the first business day thereafter.

         23.3     If the Lessee is or shall be more than one legal entity, or if
                  the Lessee is a partnership, all the provisions of the
                  Contract will apply also to each of the Lessee's individuals
                  or each of the individuals in the partnership, as the case may
                  be, and their obligations hereunder shall apply jointly and
                  severally.

                  In any such case, receipt of the consent of one of the
                  individuals of the Lessee, as provided above, shall in all
                  respects be considered the consent of the remaining
                  individuals of the Lessee.

         23.4     To each payment under the Contract, where V.A.T. is required
                  by law, the Lessee shall add, at the time of payment, V.A.T.
                  as required, against a tax invoice and receipt that shall be
                  issued as provided above.


<PAGE>

         23.5     All promises, representations, drafts of contracts or of other
                  documents, which have not been expressed in this Contract,
                  shall be null and void and shall have no contractual, legal,
                  evidentiary or other validity, not even for the purpose of
                  construing this Contract.

         23.6     No consent, waiver, failure to act, silence, delay or granting
                  of an extension by the Lessor shall be valid unless made in
                  writing, in advance and expressly, and in any case where this
                  is not done as aforesaid, this shall not prevent the Lessor
                  from exercising its rights under the Contract and by law, at
                  any time the Lessor deems fit so to do.

         23.7     The Lessee is aware and hereby gives its consent (and
                  undertakes to sign any document required to this end) that the
                  Lessor is to charge its rights under the Contract, including
                  the right to receive the Rental Fees and other payments owing
                  and/or which shall be owed to it hereunder, in favor of Bank
                  Leumi Le'Israel BM or any other bank accompanying and/or which
                  shall accompany the construction of the Building.

         23.8     Each of the parties shall bear the fees of its attorney with
                  respect to the drawing of this Contract.

         23.9     Stamp duty expenses of this Contract, original and copy, shall
                  be borne by the parties in equal parts.

         23.10    As of the Termination Date (and the termination date of any
                  Additional Rental Period) or as of the actual Vacation Date of
                  the Rented Premises by the Lessee, the Rented Premises being
                  clear of any person and object, whichever is the later, and by
                  45 days from such date, a final reckoning shall be made
                  between the Lessor and the Management Company, of the one
                  part, and the Lessor, of the other part.

         23.11    For the purpose of making such reckoning, the Lessee shall
                  submit to the Lessor within 15 days from the final date for
                  beginning the reckoning as aforesaid, confirmation from all
                  competent authorities by law and from all third parties
                  whereto payments were owing from the Lessee under this
                  Contract and/or with respect to the rental and/or the Rented
                  Premises, that, as at that date, all payments relating to the
                  Rental Period (and the Additional Rental Period) have been
                  made by the Lessee, including principal, fines, interest,
                  linkage differentials, exchange rate differentials, and any
                  other debt in respect of and/or relating to such period.

         23.12    Any and all notices under this Contract and/or in connection
                  herewith will be given in writing and sent to the addressee by
                  registered mail only, at the address set forth in the Preamble
                  to the Contract, and any notice so sent shall be deemed to
                  have been delivered to the addressee within 3 days from the
                  day whereon it was handed in at the post office, and if
                  delivered by hand - immediately.

                  Notwithstanding the foregoing, as of the day of commencement
                  of the Rental Period, the Lessee's sole address for the
                  purpose of serving notices under this Contract shall be the
                  Rented Premises only.


<PAGE>

                  The foregoing shall also apply with respect to delivery of
judicial documents.

         23.13    The parties declare and confirm that this Contract was made of
                  their good and free will, after they had read it and
                  understood its content and significance.

         23.14    This draft Contract shall not be considered an "offer" in the
                  meaning of the term in the Contracts Laws, and it shall not be
                  binding on the Lessor in any manner, for such time as the
                  Lessor has not actually signed a final and binding contract.

IN WITNESS WHEREOF THE PARTIES HAVE SIGNED:

<TABLE>

<S>                                             <C>
(---------------)                               (-----------------)

      LESSOR                                           LESSEE
</TABLE>