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                                                                   EXHIBIT 10.8



                                    AGREEMENT

               DRAWN UP AND SIGNED IN TEL AVIV, ON JUNE 10TH 2001



                                     BETWEEN

                      MARNETICS BROADBAND TECHNOLOGIES LTD.

                         Public Company No. 52-004389-4

                                12 Hayetzira St.

                             Raanana Industrial Zone

                          (HEREINAFTER: "THE COMPANY")

                                                         OF THE FIRST PART;

                                       AND
                      IDAN MILLENIUM INVESTMENTS AND ASSETS

                         (HEREINAFTER: "THE PURCHASER")

                                                         OF THE SECOND PART;

WHEREAS         the Company, inter alia, engages in the installation and
                maintenance of electricity and communication infrastructure
                systems (hereinafter: "The Operations");

AND WHEREAS     the Company is interested to sell the sold assets to the
                Purchaser, according to their definition hereunder, including
                the fixed assets, the rights and obligations, emerging from its
                commitments, the know-how in its possession, pertaining to the
                Operations, goodwill, clients and the connections of the
                Company, which are serving it in the carrying out of the
                Operations, and all as specified in this Agreement;


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AND WHEREAS     the Purchaser was one of the proposers, who responded to the
                Request for Proposals of the Company, and on the basis of the
                proposal of the Purchaser, the Company is interested to sell the
                sold assets to the Purchaser, and the Purchaser agrees to
                purchase the sold assets, all subject to the conditions,
                specified in this Agreement hereunder;

AND WHEREAS     the Company and the Purchaser are interested to arrange their
                relations in connection with the sale of the sold assets
                and the payment of the consideration;

THEREFORE, IT HAS BEEN DECLARED, AGREED AND STIPULATED BETWEEN THE PARTIES, AS
FOLLOWS:

1. PREAMBLE, HEADINGS AND APPENDICES

         1.1. The preamble to this Agreement and its Appendices constitute an
              integral part thereof.

         1.2. The headings of the Sections are intended for purposes of
              reference in this Agreement and should not be used for its
              interpretation.

2.       DEFINITIONS

         In this Agreement, the terms specified hereunder shall bear the
         following meaning:

         "THE DETERMINING DATE" - MARCH 31ST 2001

         "THE SOLD ASSETS" -

         The full Operations of the Company with respect to the carrying out of
         electricity jobs, including fixed assets, stock, commitments,
         obligations, the contractor's license, goodwill, legal claims and the
         holdings of the


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         Company in Newline, and all as of the Determining Date, according to
         its definition hereunder, with the exception of assets, which are not
         purchased, and liabilities, which are not purchased, as per their
         definition in this Agreement;

         "FIXED ASSETS" -

         The equipment, facilities, vehicles and other movable, owned by the
         Company, as of the Determining Date, as specified in APPENDIX A to this
         Agreement;

         "THE STOCK" -

         Components, spare parts, auxiliary materials, accessories and the like,
         serving for the Operations, as of the Determining Date, as specified in
         Appendix B to this Agreement;

         "THE COMMITMENTS" -

         All the rights and obligations of the Company, within the framework of
         Agreements by which the Company is committed, and which are serving for
         the management and execution of the Operations, whether made in writing
         or verbally, as of the Determining Date, including guarantees and
         securities, given by the Company and/or by anyone on its behalf within
         the framework of the Agreements, as stated, and/or pursuant to the
         assurance of their execution and the quality of the execution,
         including Employment Agreements, loans to employees, Leasing
         Agreements, Rent Agreement, and any Agreement of any kind and type by
         which the Company is committed in connection with the Operations, as of
         the Determining Date, and also any future commitments pertaining to
         Operations in respect of which the Company filed proposals within the
         framework of tenders and/or in respect of

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         which the Company is currently handling negotiations, including
         obligations for the carrying out of jobs, with the exception of the
         assets, which are not purchased;

         "THE ASSETS WHICH ARE NOT PURCHASED" -

         The rights and obligations of the Company in accordance with the
         Marnetics Agreement; the balance of clients, debtors and receivable
         income, emerging from commitments during the period up until the
         Determining Date; rights and obligations in accordance with insurance
         policies; the bookkeeping and payroll computer, including software and
         the entire bookkeeping data of the Company, and any documents and
         records pertaining to its Operations and also loans, which were placed
         by the Company in favor of interested parties of the Company;

         "OBLIGATIONS" -

         The full obligations of the Company, as of the Determining Date,
         including toward leasing companies and toward other creditors,
         including employees of the Company for leave, recuperation, and reserve
         for compensation, income tax, other authorities, Marnetics Ltd., with
         the exception of the obligations, which are not purchased;

         "THE OBLIGATIONS, WHICH ARE NOT PURCHASED" -

         The balance of the current obligations, as of the Determining Date,
         toward banks and suppliers, including: open debts to suppliers, payable
         cheques and payment of work wages to employees up until March 2001, up
         to an

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         inclusive amount of NIS 7,455 thousand, as specified in APPENDIX C to
         this Agreement;

         "THE CONTRACTOR LICENSE" -

         The contractor license, registered in favor of the Company, to the
         extent that it would be possible to transfer it;

         "THE GOODWILL" -

         The goodwill of the Company, the accumulated know-how in its
         possession, its connections with its clients and suppliers, and also
         any other right of any kind and type whatsoever in connection with the
         Operations;

         "THE HOLDINGS OF THE COMPANY IN NEWLINE" -

         The holdings of the Company in the Subsidiary, Stav - Newline Ltd.;

         "LEGAL CLAIMS" -

         Any claim, filed against the Company and/or on its part, prior to the
         Determining Date and/or a claim which is filed against the Company
         after the determining date, whose ground emerged at a date prior to the
         determining Date;

         "THE MARNETICS AGREEMENT" -

         An Agreement, signed on May 31st 2000, between the Company and
         Marnetics Ltd. (a private company) pursuant to the purchasing of the
         entire share capital of Marnetics Ltd. against the allotment of 75% of
         the shares of the Company, including all the amendments and Appendices
         thereto;

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         "THE CONSIDERATION" -

         The inclusive amount, which would be paid to the Company by the
         Purchaser, against the sale of the sold assets, as specified in Section
         6 hereunder;

         "EMPLOYEES" -

         All the employees, who as of the Determining Date, were employed by the
         Company within the framework of the Operations, by way of an employer -
         employee relationship between them and the Company, as specified in the
         list, APPENDIX D to this Agreement, including the wages and
         accompanying benefits to which the employees are entitled, as of the
         Determining Date, and also the amount of severance pay, which the
         Company actually deposited solely with compensation funds and/or
         executive insurance policies for the employees, as stated;

         "LOANS TO EMPLOYEES" -

         Loans placed by the Company in favor of its employees, amounting as of
         the Determining Date to a total of NIS 32,769;

         "THE FINANCIAL STATEMENTS" -

         The audited financial statements of the Company, as of December 31st
         2000, which would be published by July 15th 2001, and the certified
         Financial Statements of the Company, as of March 31st 2001, which would
         be enclosed with this Agreement, as an appendix, immediately upon the
         completion of their preparation, and also a trial balance sheet with
         respect to the Operations, as of the Determining Date, as stated in
         Section 5.3 of this Agreement;

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3.       THE DECLARATIONS OF THE COMPANY

         The Company hereby declares, as follows:

         3.1. The Board of Directors of the Company approved the commitment of
              the Company in this Agreement and the fulfillment of its
              obligations, as specified therein; the approval of the Board of
              Directors is in line with the provisions of the documents of
              incorporation of the Company and the provisions of any Law, and
              according to the best knowledge of the Company, there is no need
              for any additional resolution, approval or document, pursuant to
              the fulfillment of the obligations of the Company, as specified in
              this Agreement, and there is no impediment and/or restriction,
              whether by Law or an Agreement, to the signing of this Agreement
              by the Company and the fulfillment of all its obligations in
              accordance with it, with the exception of that stated in Sections
              3.3 and 7 hereunder.

         3.2. The Company is the sole proprietor and holder of all the sold
              assets, and no one other then the Company has any right of
              possession or use of said assets, with the exception of a general
              floating lien, imposed on the Operations of the Company in favor
              of Bank Hapoalim Ltd., which would be removed up until the
              conclusion of the transaction.

4.       THE DECLARATIONS OF THE PURCHASER

         The Purchaser hereby declares, as follows:


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         4.1. It has viewed the sold assets, including their physical and legal
              condition and also all the legal, accounting and other data,
              pertaining to the sold assets, including with respect to the
              commitments, allowances to employees, obligations and legal
              claims, and found them all to be suitable for its purposes, and it
              hereby explicitly waives any contention of defect and/or flaw
              and/or discrepancy in connection with the sold assets, and it
              shall not have any contention and/or claim against the Company
              with respect to their condition and/or nature and/or kind.

         4.2. Furthermore, the Purchaser approves that this commitment is made
              after having examined, personally and independently, including by
              means of professionals on its behalf, all the relevant data,
              including the monetary and physical data, and the utilization
              possibilities of the sold assets, and after having conducted all
              the legal and other examinations in connection with the sold
              assets, including the fixed assets, the commitments, allowances to
              employees, obligations and legal claims, the goodwill and rights
              of the Company therein, and found them all to be suitable for its
              objectives, and it shall not have any contention and/or claim
              toward the Company, including with respect to any datum, which
              would not accord with its examination following the purchasing of
              the sold assets.

         4.3. The Purchaser declares, that it is aware and it agrees,
              notwithstanding anything stated in this Agreement, that the


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              Company sells and transfers to it and that it purchases and
              receives the sold assets from the Company, as is upon the
              Determining Date, and that the Purchaser shall not have any
              contentions and/or claims and/or demands of any kind toward the
              Company in connection with the sold assets, as they are upon the
              Determining Date.

         4.4. Without prejudice to the generality of that stated above, the
              Purchaser declares that it is aware and it agrees and approves,
              that it shall not have any contention or claim against the Company
              with respect to the condition and/or quality and/or possibilities
              of use and the potential of the sold assets.

         4.5. In order to remove any doubt, the Purchaser is aware,
              notwithstanding anything stated in this Agreement, that the
              Purchaser is committed upon the date of signature of this
              Agreement in an Agreement for the purchasing of the sold assets,
              according to their condition upon the Determining Date, and it is
              aware that from the date of examination of the sold assets by it
              and the signature of the Agreement until the Determining Date,
              changes took place in the normal course of business, inter alia,
              in the operations of the Company, its commitments, rights and
              obligations, and it waives any contention and/or claim against the
              Company in connection with any change, that has occurred, as
              stated.


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         4.6. The Purchaser declares that it is aware and it agrees that the
              sold assets were not qualitatively examined by the Company and
              that the Company is not liable for their characteristics, quality
              and utilization possibilities, entirely or partially.

5.       THE TRANSACTION

         5.1. Subject to the provisions of this Agreement, the Company is
              obligated to sell to the Purchaser and the Purchaser, upon the
              date of completion of the transaction, effective from April 1st
              2001, is obligated to purchase and receive the transfer of the
              sold assets, including each and every element thereof, including
              the obligations, and all of these according to their condition, as
              is upon the Determining Date.

         5.2. The Company is obligated to deliver the possession of the sold
              assets to the Purchaser, upon the date of completion of the
              transaction, occurring on June 10th 2001 or an earlier date in the
              agreement of the parties (hereinafter: "The Completion Date of the
              Transaction"), according to their condition, as is upon the
              Determining Date, and all subject to the depositing of the full
              consideration by the Purchaser, as stated in Section 6 hereunder.

         5.3. Upon the Completion Date of the Transaction, the Company shall
              furnish the Purchaser with a trial balance with respect to the
              Operations, as of the Determining Date. Upon the completion of the
              preparation of the Financial Statements of the Company, as of
              March 31st 2001, an adjustment shall be carried out between the

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              parties with respect to the amount paid by the Purchaser for
              elements of the sold assets, and in any event whereby any of the
              parties should receive moneys from the other party in consequence
              of the adjustment, same party shall receive payment of same
              amounts which are due to it.

6.       THE CONSIDERATION AND PAYMENT DATE

         6.1. In consideration of the sold assets and the fulfillment of all the
              obligations of the Company in accordance with this Agreement, the
              Purchaser is obligated to pay to the Company and undertake a
              liability in a total amount of NIS 6,088 thousand, together with
              the lawful addition of VAT, upon the date and according to the
              terms specified hereunder (hereinafter: "The Total
              Consideration"). Out of the Total Consideration, the Purchaser
              shall pay to the Company an amount of NIS 2,500 thousand, to be
              paid as specified in Section 6.2 hereunder (hereinafter: "The Paid
              Consideration"), and as the Purchaser liabilities, which are
              estimated based on the trial balance sheet, as of March 31st 2001,
              as stated in Section 5.3 above, in the amount of approx. NIS 3,588
              thousand (hereinafter: "The Consideration as per the Commitment").
              The Consideration as per the Commitment shall be paid by the
              Purchaser upon the payment date of each of the elements of the
              Consideration as per the Commitment, as specified in Appendix E to
              this Agreement, in accordance with any Law and/or the Agreement.


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              It is hereby agreed between the parties that the Total
              Consideration was offered by the Purchaser within the framework of
              the Request for Proposals, as the amount of NIS 1,781 thousand out
              of which is offered by the Purchaser for the fixed assets
              (including equipment, vehicles and movable), while the balance of
              the Total Consideration is offered by the Purchaser with respect
              to the stock, accumulation of orders and jobs in performance.

         6.2. The Paid Consideration shall be paid to the Company by the
              Purchaser, as from February 1st 2002, payable in 25 consecutive
              and successive monthly installments, in such a manner that each
              payment shall be in the amount of NIS 100,000 (hereinafter: "The
              Monthly Payment"). The Monthly Payment shall be linked to the
              Consumer Price Index, in such a manner whereby the payment shall
              change according to the recent Consumer Price Index, known upon
              the making of the payment, in relation to the Consumer Price
              index, known upon the date of signature of this Agreement.

7.       COMMITMENTS

         7.1. Within the framework of the sale of the sold assets and their
              transference to the Purchaser, the Company shall assign to the
              Purchaser and the Purchaser shall undertake the rights and
              liabilities of the Company in accordance with the commitments and
              the obligations, effective from the Determining Date, including
              obligations for the carrying out of jobs, proposals in tenders and
              commitments in respect of which negotiations were handled.

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         7.2. The Purchaser shall be solely and exclusively liable for obtaining
              all the consents, as such would be required, if and to the extent
              that they are required, pursuant to the transferring, assignment
              and endorsement of the commitments and obligations in favor of the
              Purchaser. In the event that according to any of the commitments
              and/or obligations, it is not possible to transfer and/or assign
              and/or endorse them without the consent of a third party, then the
              Purchaser is obligated to act pursuant to the receipt of the
              required consent of such a third party, as stated, up until the
              Completion Date of the Transaction.

         7.3. I any event, whereby the consent of any third party, required in
              accordance with that stated in the provisions of this Agreement,
              is not obtained up until the Completion Date of the Transaction,
              the Company may decide on the completion of the transaction and it
              shall act, up to the receipt of the consent of the third party, as
              follows:

              7.3.1.  It shall maintain the commitments, as stated, in trust on
                      behalf of the Purchaser and shall give to the Purchaser
                      all the powers of attorney, which are required and which
                      might be reasonable required by the Purchaser, in order to
                      act according to the commitments, as stated. The Company
                      shall pass to the Purchaser, immediately upon their
                      receipt, any notice or other document, which are
                      pertaining or connected to the commitments, as stated,


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                      and the Purchaser shall act in the stead of the Company in
                      accordance with the commitments, as stated, at its expense
                      and in its liability; and,

              7.3.2.  To the extent permitted by Law, the Company shall transfer
                      to the Purchaser all the rights and liabilities, emerging
                      from the commitments, as stated, as if the Purchaser was a
                      party to the commitments, as stated, and it shall act
                      under the reasonable guidance of the Purchaser. The
                      Purchaser shall not have any contention and/or claim
                      against the Company and it shall indemnify the Company
                      with respect to its activity within the framework of the
                      fulfillment of the Agreements, as stated, to the extent
                      that it has acted upon them in accordance with the
                      instructions of the Purchaser.

              7.3.3.  If and until receipt of the consent of the third party,
                      the Company shall assist the Purchaser in accordance with
                      the requirement of the Purchaser and at its expenses, in
                      order to allow the Purchaser to enforce the rights of the
                      Company in accordance with the commitments.


              7.3.4.  In the event, by which the conditions of any commitment
                      prevents the transferring of liabilities to the Purchaser,
                      due to any cause whatsoever, the Company, according to its
                      exclusive discretion, and subject to any Law, shall
                      determine arrangements allowing maximum

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                      implementation of a transfer to the Purchaser, as stated,
                      in accordance with the conditions of the commitments.

         7.4. In order to remove any doubt, it is hereby agreed between the
              parties that bearing in mind that the commitment is valid as from
              the Determining Date, the Purchaser shall bear all the expense,
              actually borne by the Company, and shall be entitled to all the
              revenues of the Company, applying from the Determining Date until
              the completion date of the transaction, subject of this Agreement.
              Without prejudice to the generality of that stated above, it is
              hereby agreed as follows:

              7.4.1.  Within 30 days from the date of signature of the
                      Agreement, the Purchaser shall receive the bookkeeping
                      records of the Company with respect to the expenses of the
                      Company for the months April and May 2001.

              7.4.2.  The expenses for April 2001, which were borne by the
                      Company, shall be paid by the Purchaser up until August
                      31st 2001.

              7.4.3.  The expenses for May 2001, which were borne by the
                      Company, shall be paid by the Purchaser up until September
                      31st 2001.

         7.5. It is hereby clarified, that the date of completion of the
              transaction, as stated in Section 5.2 above, shall take place
              prior to the approval of the general meeting of shareholders of
              the Company with respect to the commitment, subject of this
              Agreement. The Purchaser is

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              obligated to receive the sold assets upon the date of completion
              of the transaction and to act with them in trust in accordance
              with the Trust Law, 1979. In the event that the approval of the
              commitment by the general meeting of shareholders of the Company
              is received, the sold assets shall transfer to the title and full
              proprietorship of the Purchaser. In the event that the approval of
              the general meeting of shareholders of the Company was declined,
              the Purchaser shall return the sold assets to the Company and the
              parties shall determine between them the necessary arrangements,
              pursuant to the return of the sold assets, as stated.

8.       TRANSFERRING THE EMPLOYEES OF THE COMPANY TO THE PURCHASER

         8.1. The Company is obligated to transfer and the Purchaser is
              obligated to absorb all the employees of the Company, as of the
              Determining Date, effective from April 1st 2001, as these
              employees shall become the employees of the Purchaser, effective
              from April 1st 2001, while preserving the continuity of their
              rights, taking into account the seniority accumulated by them from
              the commencement of their work with the Company.


         8.2. The Purchaser shall bear the exclusive liability for the making of
              all the payments to the employees, whether those continuing their
              employment or those, who decide to terminate their employment with
              the Purchaser, if any, and the Purchaser shall pay to them all the
              amounts, which are due to them in accordance with the Law and the
              conditions of their employment, and also in connection with

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              their resignation from work, as from the commencement of their
              period of employment with the Company. In order to remove any
              doubt, the Company shall bear no liability with respect to same
              employees, and it shall not bear any payment whatsoever toward the
              employees, as stated, with the exception of the transferring of
              the amounts which were actually deposited in favor of the
              employees, as stated, with the severance pay funds. The Purchaser
              explicitly declares, without prejudice to the generality of that
              stated above, that it is aware that the amounts, which were
              actually deposited by the Company with the severance pay funds, in
              favor of the employees, as stated, do not cover the full
              liability, which the Company might have toward the employees, as
              stated, and that the Purchaser shall in any event supplement the
              due amount, in any event of payment of severance pay to the
              employees in accordance with the provisions of the Law.

         8.3. The Company, upon the date of this Agreement, shall pass to each
              of the employees, a letter according to the draft, attached to
              this Agreement, as APPENDIX F.

9.       LIABILITY AND INDEMNIFICATION

         9.1. The Purchaser shall be liable for all the sold assets, including
              toward any party with whom the Company is committed according to
              any commitment whatsoever within the scope of the Operations, even
              prior to the Determining Date, including for jobs, which the
              Company commenced with their execution prior to the Determining


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              Date, including jobs which the Company was awarded within the
              framework of tenders and which it did not commence with their
              execution, prior to the Determining Date.

              Without prejudice to the generality of that stated above, the
              Purchaser is obligated to indemnify the Company for any claim
              and/or requirement and/or contention, filed against the Company in
              connection with the sold assets, including a claim, as stated,
              whose ground originated prior to the Determining Date. An
              indemnification, as stated, may include any expense and/or
              lacking, which would be borne by the Company, including legal fees
              and expenses.

         9.2. The Company is obligated to notify to the Purchaser in writing and
              without any delay of any requirement and/or claim for the payment
              of any amount whatsoever, which is covered within the framework of
              the indemnification liability, given by the Purchaser, as stated
              above, and to allow to the Purchaser to defend, at its expense,
              against any requirement and/or claim, as stated.

         9.3. The Company is obligated not to bear any payment whatsoever on the
              account or for the covering of a requirement and/or claim, as
              stated, and also not to settle with parties, that are presenting
              requirements and/or claims, as stated, without receiving the early
              written consent of the Purchaser. The Purchaser, on its part,
              shall as soon as possible take all the necessary actions, in order
              to defend against requirements and/or claim, as stated.

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              In the event that interim orders and/or attachments are issued
              against the Company or if plaintiffs, as stated, are given interim
              relieves, the Purchaser shall act, at its expense, as early as
              possible and while taking all the reasonable steps, required in
              order to cancel and/or remove such relieves, as stated.

              In addition, the parties hereby agree that the Purchaser shall
              bear the exclusive liability for any claim and/or contention
              and/or requirement, which would be filed against the Company,
              prior to the Determining Date, and it shall indemnify the Company
              for any damage and/or loss and/or lacking, caused to it in
              consequence of a claim and/or contention and/or requirement, as
              stated, including expenses and legal fees.

10.           BREACH AND REMEDIES

         10.1.  In any of the events, specified hereunder, the Purchaser hereby
                agrees, that the Company shall be entitled, in accordance with
                its exclusive and absolute discretion, to require from the
                Purchaser to pay the full amount of the Consideration and/or to
                notify of the cancellation of this Agreement:

                10.1.1. The Purchaser breached an obligation, the breach of
                        which is viewed as a fundamental breach of this
                        Agreement, particularly as the Purchaser fails to pay to
                        the Company any amount whatsoever upon the Determining
                        Date, so long as the Purchaser received a notice with
                        respect to the breach and the breach is not

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                        cured within seven business days from the date of the
                        notice, which was passed to the Purchaser with respect
                        to the breach.

                10.1.2. Procedures of bankruptcy and/or liquidation and/or
                        receivership and/or execution and/or attachment were
                        applied against the Purchaser, prior to the payment to
                        the Company of the full Consideration in accordance with
                        this Agreement, and these procedures are not revoked
                        within 15 days from the time that the Purchaser or the
                        Company became aware of them, whichever is the earlier.

         10.2.  In order to remove any doubt, that stated above shall not
                restrict the right of the Company to act pursuant to the
                cancellation of this Agreement.

         10.3.  It is agreed between the parties, that Section 4, 5.3, 6, 7, 8
                and 9 of this Agreement are fundamental Sections of this
                Agreement. A failure to meet these conditions or any of them
                over a period exceeding three days from the date by which the
                Purchaser was supposed to fulfill them, or any of them, shall
                entitle the Company to an agreed in advance fixed compensation
                of NIS 500,000, together with differences of linkage to the
                index, that being in addition to any other relief to which the
                Company is entitled in accordance with any Law. It is hereby
                clarified, that in such an event, the Company shall be entitled,
                but not obligated, to realize the original bank guarantee on the
                account of the agreed upon

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                compensation or any other compensation, which would be due to
                the Company from the Purchaser.

         10.4.  It is hereby clarified that nothing in this Agreement shall be
                interpreted, as if it may prejudice the rights of the Company in
                accordance with the Contracts Law (Remedies for Breach of
                Contract), 1971, its other rights in accordance with any Law,
                including showing a higher damage, if any, in consequence of the
                breach of the Agreement on the part of the Purchaser.

11.      TAXES, PAYMENTS AND TRANSITORY PROVISIONS

         11.1.  The tax liability, which might apply to the Company in
                connection with the sale of the assets, sold to the Purchaser
                only, in accordance with the previsions of this Agreement, if
                and to the extent that it would apply, shall be borne solely by
                the Company.

         11.2.  All the payments and taxes, applying to the sold assets, if any,
                with the exception of the tax liability, as stated in Section
                11.1 above, prior to the Determining Date, shall apply to the
                Purchaser and be borne by it, including expenses and payments of
                any kind whatsoever, whether governmental or municipal, which
                apply and/or would apply by Law to the transferring of the
                possession and the full rights of the Company in the assets,
                which are sold to the Purchaser.

         11.3.  The Purchaser is obligated to carry out all the required
                actions, including actions opposite various authorities, the
                signing of documents and the placing of any required deposit, if
                any, pursuant


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                to the transferring and endorsement of all the commitments of
                the Company in favor of the Purchaser. The expenses incurred in
                the making of these actions shall apply solely to the Purchaser.

         11.4.  The Purchaser shall be liable for the receipt of a permit, a
                license, including a business license, a contractor license or
                any other license, required or which would be required by any
                authority whatsoever and/or by Law, pursuant to the management
                of an enterprise. The expenses of the licensing and permits
                shall apply solely to the Purchaser.

         11.5.  In the event that the Company paid any amount, the liability for
                its payment, entirely or partially, applies to the Purchaser,
                the Purchaser shall refund the amount, which was paid, within
                five days from the receipt of a written requirement in this
                respect, as the amount bears interest, according to the maximum
                rate, accustomed with respect to current debitory accounts with
                Bank Hapoalim Ltd.

12.      WAIVER AND CHANGE OF STIPULATIONS IN THE AGREEMENT

         12.1.  Any change or amendment of the Agreement, including a supplement
                to the Agreement or to any of its conditions shall be made in
                writing and signed by both parties.

         12.2.  This Agreement expresses all the conditions, agreed upon between
                the parties and/or it nullifies all Agreements, either verbally
                or in writing, made by the parties prior to the signing of this
                Agreement, which are not explicitly stated therein.

                                      -22-
<PAGE>

         12.3.  No conduct on the part of the Company shall be viewed as a
                waiver of any of its rights in accordance with the Agreement
                and/or by any Law or as a consented waiver on its part with
                respect to any breach or failure to fulfill any condition
                whatsoever, unless such a waiver, consent, deferral, change,
                cancellation or supplement were made explicitly and in writing.

13.      THE EXECUTION OF THE AGREEMENT

         Immediately following the signing of this Agreement, the parties are
         obligated to cooperate and to sign any document, deed, application,
         power of attorney, and any other document, required pursuant to the
         execution of the provisions of this Agreement, in due time, and to
         appear before any authority and/or person, as would be required for the
         execution of this Agreement. Without prejudice to the generality of the
         obligation stated above, the parties declare that they shall fulfill
         the reporting duties to all the authorities, to the extent required in
         consequence of the signing of this Agreement and its execution.

14.      JURISDICTION

         Claims pertaining to this Agreement and/or emerging therefrom shall be
         filed with the Court having the material jurisdiction, located in Tel
         Aviv, and the Court, as stated, shall have the local and exclusive
         jurisdiction to hear claims, as stated.

15.      STAMPING

         The Purchaser shall bear the stamping expenses of this Agreement.


                                      -23-
<PAGE>

16.      ADDRESSES OF THE PARTIES AND NOTICES

         The addresses of the parties are as indicated in the preamble to this
         Agreement. Any notice passed by registered mail from one party to the
         other, according to the aforementioned addresses, shall be viewed as if
         reached its destination within three business days from the date of its
         posting at a post office in Israel.

         A notice transmitted via facsimile shall be viewed as a notice received
         upon the first business day following its transmission.

                  IN WITNESS THEREOF, THE PARTIES HAVE SIGNED:



/s/ DAVID SHEETRIT                             /S/ DOV STRIKOVSKY
--------------------------------------         ---------------------------------
David Sheetrit - Acting CEO                    Dov Strikovsky - Director
Marnetics Broadband Technologies Ltd.          Idan Millenium Investments
                                               and Assets Company Ltd.

/S/ ISAAC NISSIM
--------------------------------------
Isaac Nissim
Marnetics Broadband Technologies Ltd.




                                      -24-

<PAGE>


                                   APPENDIX C

                    THE OBLIGATIONS, WHICH ARE NOT PURCHASED


<TABLE>
<CAPTION>

      <S>                                                               <C>
      ---------------------------------------------------------------------------------
      DEBTS TO SUPPLIERS                                                    3,327
      ---------------------------------------------------------------------------------
      PAYABLE CHEQUES                                                       3,618
      ---------------------------------------------------------------------------------
      EMPLOYEES AND ENTITLED FOR FEE                                          510
                                                                           ------
      ---------------------------------------------------------------------------------
      TOTAL                                                                 7,455
      ---------------------------------------------------------------------------------
</TABLE>




<PAGE>


                                   APPENDIX D

                                 EMPLOYEE INDEX

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
                                                                                             IDENTITY
       EMPLOYEE NO.            DEPARTMENT         SURNAME             FIRST NAME            CERTIFICATE
                                                                                                 NO.
---------------------------------------------------------------------------------------------------------------
<S>                            <C>              <C>                   <C>                   <C>

1.                                 1            Strikovsky            Dov                   51276897
---------------------------------------------------------------------------------------------------------------
2.                                 1            Ganah                 Eli                   053296893
---------------------------------------------------------------------------------------------------------------
3.                                 1            Barel                 Yaakov                77412534
---------------------------------------------------------------------------------------------------------------
4.                                 1            Levi                  Menachem              057196503
---------------------------------------------------------------------------------------------------------------
5.                                 1            Hag Yichieh           Haled                 5817311
---------------------------------------------------------------------------------------------------------------
6.                                 1            Mory                  Shlomo                54902119
---------------------------------------------------------------------------------------------------------------
7.                                 1            Biton                 Nisim                 22985592
---------------------------------------------------------------------------------------------------------------
8.                                 1            Hag Yichieh           Said                  58174855
---------------------------------------------------------------------------------------------------------------
9.                                 1            Cohen                 Daniel                12042958
---------------------------------------------------------------------------------------------------------------
10.                                2            Navon                 Sima                  000301630
---------------------------------------------------------------------------------------------------------------
11.                                2            Hag Yichieh           Omar                  57551863
---------------------------------------------------------------------------------------------------------------
12.                                1            Dadon                 David                 056714520
---------------------------------------------------------------------------------------------------------------
13.                                1            Biton                 Yigal                 025272600
---------------------------------------------------------------------------------------------------------------
14.                                1            Amar                  Eliyahu               058869421
---------------------------------------------------------------------------------------------------------------
15.                                1            Goutin                Igor                  309231652
---------------------------------------------------------------------------------------------------------------
16.                                1            Nachmias              Gilbert               065382640
---------------------------------------------------------------------------------------------------------------
17.                                1            Gurevich              Viadi Saleb           311722672
---------------------------------------------------------------------------------------------------------------
18.                                1            Hag Yichieh           Jaafar                58933631
---------------------------------------------------------------------------------------------------------------
19.                                1            Ben - Shalom          Michael               054956875
---------------------------------------------------------------------------------------------------------------
20.                                1            Levi                  Ezra                  50820067
---------------------------------------------------------------------------------------------------------------
21.                                1            Atira                 Yechiel               42412403
---------------------------------------------------------------------------------------------------------------
22.                                1            Yahav                 Adiv                  029424504
---------------------------------------------------------------------------------------------------------------
23.                                1            Fedida                Abraham               057997934
---------------------------------------------------------------------------------------------------------------
24.                                1            Strikovsky            Asaf                  37536950
---------------------------------------------------------------------------------------------------------------
25.                                1            Hag Yichieh           Husam Taleb           026307314
---------------------------------------------------------------------------------------------------------------
26.                                1            Fogel                 Yaakov                032019390
---------------------------------------------------------------------------------------------------------------
27.                                1            Hag Yichieh           Viam                  026306878
---------------------------------------------------------------------------------------------------------------
28.                                1            Lantzer               Vladimir              319337937
---------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>


<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
                                                                                             IDENTITY
       EMPLOYEE NO.            DEPARTMENT         SURNAME             FIRST NAME            CERTIFICATE
                                                                                                 NO.
---------------------------------------------------------------------------------------------------------------
<S>                            <C>              <C>                   <C>                   <C>
---------------------------------------------------------------------------------------------------------------
29.                                1            Amir                  Albert                67824623
---------------------------------------------------------------------------------------------------------------
30.                                1            Mashali               Reuven                069671006
---------------------------------------------------------------------------------------------------------------
31.                                1            Mogilevsky            Vladimir              306006297
---------------------------------------------------------------------------------------------------------------
32.                                1            Hag Yichieh           Raami                 025898297
---------------------------------------------------------------------------------------------------------------
33.                                1            Baashef               Ibrahim               042350124
---------------------------------------------------------------------------------------------------------------
34.                                1            Greber                Abraham               030015168
---------------------------------------------------------------------------------------------------------------
35.                                2            Shealtiel             Ayala                 023094410
---------------------------------------------------------------------------------------------------------------
36.                                1            Hag Yichieh           Yossef                023434855
---------------------------------------------------------------------------------------------------------------
37.                                1            Niv                   Amalia                055986616
---------------------------------------------------------------------------------------------------------------
38.                                1            Nashef                Hamed                 066095373
---------------------------------------------------------------------------------------------------------------
39.                                1            Shabtay               Avi                   031822067
---------------------------------------------------------------------------------------------------------------
40.                                1            Hag Yichieh           Ahmad                 029807799
---------------------------------------------------------------------------------------------------------------
41.                                1            Azem                  Shadi                 0299408014
---------------------------------------------------------------------------------------------------------------
42.                                1            Gabar                 Garir                 023214141
---------------------------------------------------------------------------------------------------------------
                                   1            Mesarawa              Muhamad               039287230
---------------------------------------------------------------------------------------------------------------
</TABLE>






                                      -2-


<PAGE>


                                   APPENDIX F

                             LETTER TO THE EMPLOYEE

To:

_______________________________                               Date: __________

Here

Dear Sir / Madam,

Re:      YOUR TRANSFERRING TO IDAN MILLENIUM INVESTMENTS AND ASSETS COMPANY LTD.

1.       We hereby notify you that within the framework of the sale of the
         electrical operations from Marnetics Broadband Technologies Ltd.
         (hereinafter: "Marnetics") to Idan Millenium Investments and Assets
         Company Ltd. (hereinafter: "Idan"), you are hereby transferred to work
         with Idan, as from ________.

2.       Upon your transfer, in order to serve as an employee with Idan, the
         labor relationship between you and Marnetics shall actually be
         terminated, and your new employer shall be Idan.

3.       We would to clarify that the continuous of your rights, similarly to
         all your work conditions, as they were shortly before the transfer,
         shall be fully maintained.

4.       In order to remove any doubt, Idan shall be liable toward you with
         respect to all the liabilities, emerging from your terms of employment,
         as from the commencement date of your work with Marnetics.

5.       We wish you success in your future.



<PAGE>





 ------------------------------------           ------------------------------
Marnetics Broadband Technologies Ltd.           Idan Millenium Investments
                                                and Assets Company Ltd.













                                      -2-