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                                                                   EXHIBIT 10.8

                                   FORM OF

                   WIRELESS PRODUCTS DISTRIBUTION AGREEMENT


This Wireless Products Distribution Agreement (the "Agreement") is signed on
June __, 2000 among: the Personal Communications Sector of Motorola, Inc.,
with offices in Libertyville, IL USA ("Motorola"); Motorola Israel, Ltd, an
Israel corporation, with offices in Tel Aviv, Israel ("MIL") and Propel,
Inc., a Delaware corporation, with offices in Schaumburg, IL, USA ("Propel").
Motorola, MIL and Propel may be referred to individually as a "Party" and
collectively as the "Parties."

WHEREAS, Propel is a wholly owned subsidiary of Motorola, Inc. ("MINC");

WHEREAS, MINC intends to cause Propel to offer up to 20% of Propel's capital
stock to the public through an initial public offering (the "IPO") to take
place on or after the "Effective Date" (as defined in Paragraph 20.1, below);

WHEREAS, subsequent to the Effective Date, MINC intends to divest itself of
all of its remaining interest in Propel;

WHEREAS, on or before the Effective Date, MINC shall transfer to Propel 100%
of MIL, including the division currently known as the Personal Communications
Sector of MIL ("PCS-I"), which is responsible for distribution of Products (as
defined below) in the State of Israel;

WHEREAS, upon the transfer of MIL from MINC to Propel, the name of MIL shall
be changed, and PCS-I shall become known as Wireless Distribution Services
("WDS"), an operating division of that renamed entity; and

WHEREAS, the Parties wish to have WDS continue to act as a distributor of
Products in the State of Israel (the "Territory") on the terms and conditions
set forth below;

NOW, THEREFORE, the Parties agree as follows:

1.   DISTRIBUTION AGREEMENT. From the Effective Date, Motorola appoints WDS
     as its distributor for Products in the Territory for the Term (as
     defined in Paragraph 20.2, below), upon the terms and conditions in this
     Agreement. During the Term, WDS agrees to purchase from Motorola and
     Motorola agrees to sell to WDS the Products (as defined in Paragraph
     2.1, below), for distribution by WDS in the Territory.

2.   PRODUCTS.

     2.1.     For purposes of this Agreement, "Products" shall mean all
              current and future wireless subscriber units, parts and
              accessories manufactured and/or distributed by Motorola
              Personal Communications Sector, which will not necessarily be

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              manufactured by, but will be accounted for, at Motorola's
              discretion, by PCS EMEA. It is the intent of the Parties not to
              disrupt the distribution channels of the Motorola Commercial,
              Government and Industrial Solutions Sector for radio equipment
              and associated products.

     2.2.     There shall be no restrictions on the Motorola facilities from
              which WDS may purchase Products under this Agreement.

     2.3.     WDS agrees that it shall sell only Motorola-manufactured
              Products in the Territory, purchased from PCS. It is understood
              and agreed that, by mutual agreement, WDS shall also be entitled
              to distribute and sell any complementary products (including,
              without limitation, car kits) of a type not manufactured by
              Motorola.

     2.4.     This Agreement is for sales of wireless subscriber units only
              and does not create any obligation on Motorola with respect to
              any other products or services of Motorola's Personal
              Communications Sector or any other division, group, affiliate
              or sector of MINC.

     2.5.     Motorola may change the design or specifications of any
              Products at any time without liability or obligation to WDS or
              any third party purchasing through WDS. Motorola agrees that it
              shall give WDS field engineering personnel reasonable advance
              notice of any such changes as customary with its customers. In
              the event that any such changes to any Product which has been
              ordered by WDS render that Product unacceptable to the WDS
              customer(s) for which the Product was intended, WDS may cancel
              any such order without restriction (notwithstanding the terms
              of Paragraph 5.4, below). In the event of any change in the
              design or specifications of any Product, Motorola shall
              continue to supply WDS with spare parts necessary to perform
              warranty service for WDS customers who purchased such Product
              prior to the change, for a reasonable period of time thereafter.

3.   ANNUAL VOLUME TARGETS. Annual Volume Targets ("AVTs") will be negotiated
     in good faith between WDS and Motorola, based on market conditions in
     the Territory, and WDS will use its best efforts to take delivery of at
     least the minimum number of units stated in the applicable AVT. Products
     may be aggregated to reach any AVT. In the event that Motorola is unable
     to offer and/or ship Products ordered by WDS, the applicable AVT will be
     adjusted accordingly.

4.   FORECASTS. WDS, will provide Motorola on a monthly basis, not less than
     ten (10) days prior to the start of the next calendar month, a rolling
     12-month forecast of WDS's estimated Product purchases (the "Forecast").
     The Forecast will indicate the estimated unit volume purchases by month
     for each Product model. In exchange for this rolling forecast from WDS,
     Motorola will provide WDS with a corresponding order fulfillment plan
     covering the same time frame.


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5.   PURCHASE ORDER AND PAYMENT TERMS.

     5.1.     All Product orders by WDS will be submitted to Motorola and
              will be only upon the terms and conditions of this Agreement.

     5.2.     Motorola's invoice will not change the terms and conditions of
              this Agreement.

     5.3.     Payment will be due the current month plus 30 days after the
              date of shipment of Products. WDS may not for any reason deduct
              any sums from amounts due to Motorola without the prior written
              consent of Motorola, unless required by law.

     5.4.     WDS may cancel non-unique or non-proprietary orders without
              penalty if Motorola receives written notice of cancellation not
              less than 30 days before WDS's requested ship date for such
              order. For purposes of this Paragraph 5.4, an order will only
              be considered "unique" or "proprietary" if it involves unique
              or proprietary hardware. Any cancellation due to actions or
              inaction on the part of Motorola shall not result in any
              penalty to WDS.

6.   INVENTORY REPORTING. WDS shall furnish Motorola with accurate monthly
     reports of WDS inventory (by major product category) of Products and
     general market and customer information. Each such inventory report
     shall be received by Motorola no later than the first Thursday following
     the last Saturday of each calendar month and shall only include all
     inventories maintained by WDS at its facilities in Israel.

7.   DELIVERIES. All deliveries are ex-works (EXW Incoterms 1990) at the
     applicable Motorola facility. Title to the Products and risk of loss
     will pass to WDS upon such delivery.

8.   LIEN. WDS hereby grants to Motorola a security interest and lien upon
     all of WDS's now existing or hereafter acquired inventory of the
     Products, and all of WDS's chattel paper, instruments, contract rights,
     general intangibles, accounts receivable and the proceeds thereof now
     existing or hereafter arising out of WDS's sale or other disposition of
     the Products. WDS agrees to cooperate in whatever manner requested by
     Motorola reasonably necessary to assist in perfecting and recording such
     security interest and lien. WDS shall provide Motorola with such
     financial information as Motorola reasonably requests to maintain WDS's
     credit approval.

9.   NO TRANSSHIPMENT OUTSIDE THE TERRITORY.

     9.1.     WDS shall not knowingly, either directly or indirectly,
              transship, sell, or otherwise transfer Products outside of the
              Territory, and WDS shall incorporate and enforce this
              limitation in the conditions of appointment of any agent or
              distributor as a condition of sale or resale of Products.


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     9.2.     The restrictions contained in Paragraph 9.1, are a material
              condition to WDS's rights under this Agreement, and it is
              agreed that any direct or indirect distribution, transshipment
              and/or sale of Products outside the Territory by WDS or by any
              third party purchasing through WDS, where WDS knew or should
              have known that such third party would do so, will be a
              material breach of this Agreement and will result in
              irreparable injury to Motorola for which money damages will not
              be adequate. In the event of such breach the Parties agree that
              Motorola, in addition to any other remedies it may have at law
              and/or in equity, including but not limited to termination of
              this Agreement in whole or in part, may reject some or all
              purchase orders from WDS for any model or models of Product
              until WDS can demonstrate that WDS has adopted and maintains
              policies and procedures to prevent any such occurrences in the
              future.

     9.3.     Without derogating from any rights that Motorola may have at
              law, the Parties agree, that for every Motorola wireless
              subscriber unit with an ESN traceable to purchases by WDS from
              Motorola that is resold outside the Territory in violation of
              Paragraphs 9.1 or 9.2, above, WDS will be subject, at
              Motorola's discretion, to reimburse Motorola for all expenses
              it incurs in the course of recovering the transshipped units
              and rectifying the situation.

10.  MOTOROLA SUPPORT SERVICES. Motorola shall continue to make available to
     WDS - at the same time as they are made available to Motorola PCS
     business units - the following products, materials, support systems and
     services, the costs of which will be borne by Motorola:

     10.1.    TECHNICAL SUPPORT. Motorola will provide product engineering
              information including: schematic diagrams for all service
              levels, spare parts, and access to relevant Motorola training
              programs.

     10.2.    FIELD ENGINEERING. Motorola shall allow WDS to access relevant
              new, updated software releases and tools required for field
              engineering support of the Products, in a timely manner, as
              well as demonstration models for field engineering testing,
              type approval and friendly-user testing purposes in advance of
              formal product launch. It is understood and agreed that all
              releases, tools and models provided by Motorola to WDS under
              this Paragraph 10.2 are provided on an "as-is" basis, and that
              no additional obligations or warranties will arise out of
              Motorola's provision of such goods and materials.

     10.3.    SALES SUPPORT. WDS shall have electronic access to Motorola
              sales support networks and systems according to Motorola's
              Corporate Policy. WDS and Motorola shall agree, in good faith,
              on the process to be used by WDS to communicate with Motorola
              for the implementation of this Agreement. The parties will
              endeavor to use electronic media while contemplating the need
              for restricted access to Motorola proprietary information. The
              specific details for the implementation will be worked out
              through consultation between the IT managers


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              of Motorola PCS, Propel and WDS and be resolved within 90 days
              from the Effective Date of this Agreement.

     10.4.    PROMOTIONAL MATERIALS. Motorola shall provide WDS with
              demonstration models, including both hardware and software,
              dummies and in-store promotional materials upon terms to be
              agreed, and

     10.5.    Any and all other services now or in the future routinely
              offered by Motorola, at its cost, to other Motorola PCS
              distributors.

11.  WARRANTY AND REPAIR SERVICE. The supply of Warranty and Repair Services
     by WDS in the Territory will be covered by a separate Hub agreement to
     be negotiated in good faith by the Parties within 30 days from the date
     of the signature of this Agreement. The Hub agreement will include the
     costs to be paid by Motorola with regard to WDS service costs,
     in-warranty replacement units and field engineering, consistent with
     Motorola's standard practices and will also include the existing
     warranty service commitments to customers in the Territory. Motorola is
     conscious that in the unlikely event of an "epidemic" failure, it will
     consider in good faith taking appropriate measures to deal with the
     situation. However, Motorola's warranty will not be enlarged, and no
     obligation or liability will arise out of Motorola's rendering of
     technical advice, facilities or service in connection with WDS's
     purchase of the Products furnished.

12.  FORCE MAJEURE. No Party will be liable for any delay or failure to
     perform due to any cause beyond its reasonable control. Causes include
     but are not limited to strikes, acts of God, acts of another Party,
     interruptions of transportation difficulties inability or increased
     expense in obtaining necessary labor, materials or facilities, or
     default of any suppliers, or delays in Israeli type approval or license
     grant. The delivery schedule will be considered extended by a period of
     time equal to the time lost because of any excusable delay.

13.  WARRANTY. Motorola warrants each Product only to the original
     subscriber buyers or lessees only in accordance with the Limited
     Warranty that Motorola ships with such Product, and makes no
     representation or warranty of any other kind, express or implied. EXCEPT
     AS OTHERWISE PROVIDED IN THE LIMITED WARRANTY, MOTOROLA SPECIFICALLY
     DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
     PARTICULAR PURPOSE. If any Product is defective at time of delivery to
     WDS, WDS's sole remedy will be to return the Product to Motorola for
     replacement or repair, as determined solely by Motorola.

14.  PATENT AND COPYRIGHT. Motorola agrees to defend, at its expense, any
     suits against WDS or Propel based upon a claim that any Products
     furnished hereunder directly infringes a U.S. patent or copyright and
     to pay costs and damages finally awarded in any such suit, provided that
     Motorola is notified promptly in writing of the suit and at Motorola's
     request and at its expense is given control of said suit and all
     requested assistance for defense of same. If the use or sale of any
     Product(s) furnished hereunder is enjoined as a result of such suit,
     Motorola at its option and at no expense to WDS, will obtain for WDS


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     the right to use or sell said Product(s) or will substitute an equivalent
     Product reasonably acceptable to WDS and extend this indemnity thereto
     or will accept the return of the Product(s) and reimburse WDS the
     purchase price therefor, less a reasonable charge for reasonable wear
     and tear. This indemnity does not extend to any suit based upon any
     infringement or alleged infringement of any patent or copyright by the
     alteration of any Products furnished by Motorola or by the combination
     of any Product(s) furnished by Motorola and other elements nor does it
     extend to any Product(s) of WDS's design or formula. The foregoing
     states the entire liability of Motorola to WDS for patent or copyright
     infringement. IN NO EVENT WILL MOTOROLA BE LIABLE FOR INCIDENTAL OR
     CONSEQUENTIAL DAMAGES ARISING FROM INFRINGEMENT OR ALLEGED INFRINGEMENT
     OF PATENTS, COPYRIGHTS, OR OTHER INTELLECTUAL PROPERTY RIGHTS.

15.  TAXES. Except for the amount, if any, of state and local tax stated in
     the Agreement, the pricing set forth in Attachment A is exclusive of any
     amount for Federal, State and/or Local excise, sales, use, property,
     retailer's, occupation or any other assessment in the nature of taxes
     however designated, on the Products provided under this Agreement. If
     any such excluded tax (exclusive of any taxes measured by Motorola's net
     income or taxes based on Motorola's gross receipts or based on
     Motorola's franchise) is determined to be applicable to this
     transaction, or to the extent Motorola is required to pay or bear the
     burden thereof, such tax will be added to the pricing referred to in
     Attachment A and paid by WDS. Personal property taxes assessable on the
     Products will be the responsibility of WDS. In the event WDS claims
     exemption from sales, use or other such taxes under this Agreement, WDS
     will provide Motorola with an exemption certificate or other evidence to
     establish WDS's exempt status, and will hold Motorola harmless of any
     subsequent assessments levied by a proper taxing authority for such
     taxes, including interest, penalties, and late charges.

16.  TECHNICAL ASSISTANCE. Motorola's warranty will not be enlarged, and no
     obligation or liability will arise out of Motorola's rendering of
     technical advice, facilities or service in connection with WDS's
     purchase of the Products furnished.

17.  LIMITATION OF LIABILITY. MOTOROLA'S TOTAL LIABILITY, WITH RESPECT TO
     ANY PRODUCTS TRANSFERRED TO WDS AND/OR UNDER THE TERMS OF THIS
     AGREEMENT, WHETHER FOR BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT
     LIABILITY IN TORT OR OTHERWISE, IS LIMITED TO THE PRICE OF THE
     PARTICULAR PRODUCTS SOLD HEREUNDER WITH RESPECT TO WHICH LOSSES OR
     DAMAGES ARE CLAIMED. WDS'S SOLE REMEDY IS TO REQUEST MOTOROLA, AT
     MOTOROLA'S OPTION, TO EITHER REFUND THE PURCHASE PRICE, REPAIR OR
     REPLACE PRODUCT(S) THAT ARE NOT AS WARRANTED. IN NO EVENT WILL MOTOROLA
     BE LIABLE FOR ANY LOSS OF USE, LOSS OF TIME, INCONVENIENCE, COMMERCIAL
     LOSS, LOST PROFITS OR SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL
     DAMAGES TO THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW. NO ACTION WILL
     BE BROUGHT FOR ANY BREACH OF THIS CONTRACT MORE


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      THAN TWO (2) YEARS AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION EXCEPT FOR
      MONEY DUE UPON OPEN ACCOUNT.

18.   LOGOS AND TRADEMARKS. During the Term of this Agreement, WDS and its
      dealers and distributors shall have the right to use the logos "Motorola
      Cellular Telephones" and "Motorola Authorised Distributor," or any other
      trademarks, trade names, corporate slogans, corporate logos, and product
      designations routinely used by other Motorola PCS distributors, in the
      conduct of its business. With the exception of the use of those logos by
      WDS, in order that each Party may protect its trademarks, trade names,
      corporate slogans, corporate logo, goodwill and product designations, no
      Party will have any right to use any other marks, names, slogans or
      designations of any other Party in the sales, lease or advertising of
      any Products or on any Product container, component part, business forms,
      sales, advertising and promotional materials or other business supplies
      or material, whether in writing, orally or otherwise, except upon express
      prior written consent of such other Party. WDS shall not engage in or
      encourage any practice that may be detrimental to the goodwill or brand
      names of Motorola. Motorola logos and trademarks shall be used only in
      accordance with Motorola guidelines.

19.   PARTY RELATIONSHIP.

      19.1.   Each Party will be deemed to be an independent contractor and
              not an agent, joint venturer, or legal representative of any
              other, and no Party may create any obligations or
              responsibilities on behalf of or in the name of any other.
              Under no circumstances may WDS hold itself out to be a partner,
              employee, franchisee, legal representative, servant or agent of
              Motorola. WDS will not impose or create any obligation or
              responsibility, express or implied, or make any promises,
              representations or warranties on behalf of Motorola, other than
              as expressly provided in this Agreement.

      19.2.   All Parties will refrain from activities which are illegal,
              unethical or which might bring any Party or the Products into
              disrepute or which might constitute or give the appearance of
              impropriety. All Parties will co-operate fully in the
              investigation of such matters and breach of this condition by
              any Party will entitle the non-breaching Party to terminate
              this Agreement upon written notice to the other, provided that
              the breaching Party has not cured or remedied the alleged
              breach within 30 days of receipt of such notice.

20.   WAIVER. The failure of any Party to insist in any one or more instances,
      upon the performance of any of the terms or conditions of or to
      exercise any right under this Agreement will not be construed as a
      waiver or relinquishment of the future performance of any such terms
      or conditions or the future exercise of such right but the obligation
      of any other Party with respect to such future performance will continue
      in full force and effect.

21.   TERM AND TERMINATION.


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      21.1.   EFFECTIVE DATE. The "Effective Date" of this Agreement shall be
              the date of the IPO of Propel. The IPO of Propel, and the prior
              or contemporaneous transfer of MIL to Propel, shall be conditions
              precedent to this Agreement becoming effective: This Agreement
              shall not become effective unless and until the IPO occurs. For
              the avoidance of doubt, the Parties agree that this Agreement
              will be re-executed on or after the Effective Date by the renamed
              MIL, and that all references to MIL in the re-executed Agreement
              will be changed to reflect the new name of that entity. Apart
              from that change, the Parties will make no additional changes to
              the re-executed version of this Agreement.

      21.2.   TERM. The "Term" of this Agreement will be for a period of five
              years following the Effective Date. This Agreement shall be
              automatically renewed, and the Term extended, for successive
              one-year terms unless either Motorola or Propel gives six-months'
              written notice to the other Parties of its intent to terminate
              the Agreement. Notwithstanding any number of renewals, this
              Agreement will be deemed a fixed term agreement and not an
              agreement of indefinite term. Nothing contained in this
              Agreement will be deemed to create any express or implied
              obligation on any Party to renew or extend this Agreement
              or to create any right to continue this Agreement on the same
              terms and conditions.

      21.3.   TERMINATION FOR DEFAULT. In the event that any Party is in breach
              of any of the terms or conditions of this Agreement and such
              breach continues for a period of thirty (30) days after a
              non-breaching Party has given the breaching Party written
              notice of such breach, then subject to the other terms and
              conditions of this Agreement, the non-breaching Party, in
              addition to other rights and remedies it may have in law or
              equity, will have the right to immediately terminate this
              Agreement without any liability whatsoever. Additionally,
              any Party may terminate this Agreement immediately if any
              other Party: (i) assigns any of its rights under this Agreement;
              (ii) fails to make any payment when due, within 30 days' of
              receipt of notice from the other Party that such payment has
              not been received when due; (iii) makes an assignment for the
              benefit of its creditors, or a receiver, trustee in bankruptcy
              or similar officer is appointed to take charge of its assets;
              (iv) files for relief under state or federal bankruptcy laws or
              has an involuntary petition filed against it not dismissed within
              30 days; or (v) discloses terms of this Agreement in violation of
              Paragraph 24.6 below; (vi) breaches the provisions of Clause 18.2
              (and fails to cure or remedy that breach within 30 days of
              receipt of notice from the non-breaching Party); or (vii)
              violates applicable laws.

      21.4.   EFFECT OF TERMINATION. Upon termination of this Agreement for
              any of the reasons set forth in this Agreement: (i) Motorola
              shall be relieved of any obligations to make any shipments
              hereunder and may cancel all of WDS's unshipped orders for
              Products, regardless of previous acceptance by Motorola of
              such orders, and Motorola shall have no obligation or liability
              to WDS or any other party in


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              connection with such cancellations; (ii) all outstanding invoices
              to WDS and other amounts due to Motorola from WDS shall become
              immediately due and payable, and each invoice not yet submitted
              to WDS for Products shipped prior to termination will be due and
              payable immediately upon submission of such invoice to WDS;
              (iii) WDS will immediately discontinue any use of all Motorola
              names and trademarks in association with the Products, as well
              as any other combination of words, designs, trademarks or trade
              names that would indicate that WDS is or was an authorized
              distributor of the Products; and (iv) within five (5) working
              days after termination, WDS will deliver to such address as
              Motorola will specify all Motorola property, including, but not
              limited to, all equipment, customer data, software items,
              catalogs, drawings, designs, engineering photographs, samples,
              literature, sales aids and any confidential business information
              and trade secrets of Motorola in WDS's possession along with all
              copies thereof. Motorola's acceptance of any order by WDS for
              Products after the termination of this Agreement will not be
              construed as a renewal or extension of this Agreement, nor as a
              waiver of termination of this Agreement.

      21.5.   SURVIVAL OF TERMS. The terms, provisions, representations and
              warranties contained in this Agreement that by their sense and
              context are intended to survive the performance thereof by any
              or all Parties will so survive the completion of performances
              and termination of this Agreement, including without limitation
              the making of any and all payments due under this Agreement.

22.   U.S. GOVERNMENT SALES. In the event that WDS elects to sell Motorola
      products or services to the U.S. Government or any state, local or
      non-U.S. Government entity (including but not limited to a non-U.S.
      Government entity that receives funding from the U.S. Government),
      or to a prime contractor or other subcontractor selling to such
      entities, WDS does so solely at its own option and risk. Except as
      Motorola expressly accepts specific terms in writing, WDS remains
      exclusively responsible for compliance with all procurement laws,
      regulations or guidelines governing such sales and agrees not to
      obligate Motorola as a subcontractor or otherwise to such entities.
      Further, Motorola makes no representations, certifications or
      warranties whatsoever with respect to the ability of its goods,
      services or prices to satisfy any such statutes, regulations or
      guidelines.

23.   DISPUTE RESOLUTION. The Parties agree that any claims or disputes will
      be submitted to non-binding mediation prior to initiation of any formal
      legal process provided, however, that this provision shall not preclude
      any Party from resorting to judicial proceedings if: (i) good faith
      efforts to resolve the dispute under mediation are unsuccessful; or
      (ii) the claim or dispute relates to intellectual property rights; or
      (iii) interim relief from a court is necessary to prevent serious and
      irreparable injury to the Party or to third parties.

24.   NOTICES. All notices required or permitted under this Agreement will be
      sent by fax, overnight courier or registered to certified mail to the
      appropriate Party at its address stated on the first page of this
      Agreement (or to a new address if the other has been


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      properly notified of the change). If to Motorola, the notice must be
      addressed to General Manager, Personal Communications Sector. A notice
      will not be effective until the addressee actually receives it.

25.   GENERAL.

      25.1.   ENTIRE AGREEMENT. This Agreement, together with its
              Attachments, constitutes the entire and final expression of
              agreement among the Parties pertaining to its subject matter
              and supersedes all other communications among the Parties.

      25.2.   HEADINGS. Headings used in this Agreement are for convenience
              only and shall not affect the construction or interpretation of
              this Agreement.

      25.3.   AMENDMENTS. Except as otherwise expressly permitted, no
              alterations or modifications of this Agreement will be
              binding upon any Party unless made in writing and signed
              by an authorized representative of that Party.

      25.4.   SEVERABILITY. If any term or condition of this Agreement will
              to any extent be held by a court or other tribunal to be
              invalid, void or unenforceable, then that term or condition
              will be inoperative and void insofar as it is in conflict
              with law, but the remaining rights and obligations of the
              Parties will be construed and enforced as if this Agreement did
              not contain the particular term or condition held to be
              invalid, void or unenforceable.

      25.5.   ASSIGNMENT. Each party may assign this Agreement to its
              affiliate implementing this Agreement and subject to the
              provisions of this Clause no Party may otherwise assign any of
              its rights under this Agreement without the other Parties'
              prior written approval, which shall not be unreasonably withheld.

      25.6.   CONFIDENTIALITY. No Party may disclose the terms of this
              Agreement to any other party without the prior written consent
              of the other Parties, provided that a Party may make such
              disclosure upon order of a court of competent jurisdiction
              subject to first providing the other Parties with prompt
              written notice of such court order to allow the other Parties
              to seek relief from such order. In the event that a Party so
              discloses without consent of the other Parties, or notice in
              the event of court ordered disclosure, the other Parties may
              immediately terminate this Agreement.

      25.7.   CHOICE OF LAW. This Agreement will be governed by the laws of
              the State of Illinois, without regard to its conflict of laws
              rules and the parties exclude the application of the UN
              Convention of Contracts for International Sales of Goods 1980.
              Each party consents to the exclusive jurisdiction of any state
              or federal court within Cook County in the State of Illinois
              and irrevocably agrees that all actions or proceedings arising
              under or relating to this Agreement shall be litigated in any
              such court. Each Party waives any objection which it may have
              based upon improper venue or forum non conveniens to the conduct
              of any


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              proceeding in any such court.

IN WITNESS, the Parties have executed this Agreement by their authorized
representatives.

MOTOROLA INC.                               PROPEL, INC.



---------------------------------           ---------------------------------
Merle Gilmore                               J. Michael Norris
President                                   President
Communications Enterprise                   Propel, Inc.
Motorola, Inc.



MOTOROLA ISRAEL, LTD.



--------------------------------
Merle Gilmore
Director


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ATTACHMENT A
COMMERCIAL ISSUES


      [THIS PORTION OF THE DISTRIBUTION AGREEMENT IS CONFIDENTIAL
      AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND
      EXCHANGE COMMISSION]







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