<PAGE>

                                                                 EXHIBIT 10.6

                            INDEMNIFICATION AGREEMENT


This Indemnification Agreement (the "AGREEMENT") is made this 30th day of June
2001 by and between Dov Strikovsky, I.D. No. 051276897, of Akiva Street, Raanana
("STRIKOVSKY") and Marnetics Broadband Technologies Ltd. (formerly - Stav
Electrical Systems (1994) Ltd.), Israeli public company No. 52-004389-4 of 10
Haietzira Street, Industrial, Raanana ("MXB").

WHEREAS   Marnetics Ltd. ("MARNETICS"), the shareholders of Marnetics (the
          "SHAREHOLDERS") and MXB have entered into a Share Exchange Agreement
          dated May 31, 2000, whereby, in consideration for the purchase of all
          of Marnetics' shares by MXB, the shareholders of Marnetics were issued
          shares of MXB equaling 75% of the issued and outstanding share capital
          of MXB on a fully diluted basis (the "SEA"); and

WHEREAS   pursuant to an addendum to the SEA dated October 30, 2000 (the
          "ADDENDUM"), Strikovsky and/or any Company under his control agreed to
          indemnify the shareholders of Marnetics against any loss or damage
          incurred by MXB as a result of MXB's liability with respect to Current
          Projects (as defined in the Addendum)(the "INITIAL INDEMNIFICATION");
          and

WHEREAS   pursuant to the Addendum, in order to secure the Initial
          Indemnification, Strikovsky has transferred 200,000 shares of MXB (the
          "ESCROW SHARES") to be held in escrow (the "ESCROW") by Advocate
          Menahem Gurman (the "ESCROW AGENT") according to the Escrow Agreement
          signed by Strikovsky and the Escrow Agent (the "ESCROW AGREEMENT") set
          forth in ANNEX A hereto ; and

WHEREAS   on the date hereof the status of the Current Projects, including
          collection of debts from customers and issuance of invoices by
          suppliers, evidence that MXB may face more liabilities than the ones
          anticipated at the time of signature of the SEA, the Addendum and the
          Escrow Agreement; and

WHEREAS,  in light of the above, the parties wish to elaborate and add to the
          terms and provisions of the Initial Indemnification (the Initial
          Indemnification and its amendments hereunder: the "COMPLETE
          INDEMNIFICATION") and the Escrow Agreement pursuant to the terms and
          conditions of this Agreement.

NOW, WHEREFORE, the parties hereby agree as follows:

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1.        PREAMBLE; ANNEXES

          The preamble to this Agreement and all its Annexes form an integral
          part thereof.

2.        THE BANK AGREEMENT

          2.1.  MXB UNDERTAKINGS

                2.1.1.  On May 9, 2001, an agreement (the "BANK AGREEMENT") was
                        signed between MXB and Bank Hapoalim, Ltd. (the "BANK")
                        with respect to MXB's debt to the Bank in the amount of
                        NIS 13,100,000 (Thirteen Million One Hundred
                        Thousand)(the "DEBT").

                2.1.2.  In accordance with the Bank Agreement, the Bank has
                        agreed to release MXB from its obligation to repay the
                        Debt and to cancel the floating charge and the liens
                        registered in favor of the Bank on properties of MXB
                        provided that, by May 31, 2001 at the latest, the
                        following shall occur:

                        2.1.2.1.  Shlavor Systems Ltd., a company wholly owned
                                  by Strikovsky, ("SHLAVOR") shall have agreed
                                  in writing to assume liability for the Debt;
                                  and

                        2.1.2.2.  MXB shall have paid NIS 4,000,000 to the Bank
                                  on account for the Debt (the "REPAID AMOUNT");
                                  and

                        2.1.2.3.  MXB shall have assigned to the Bank, by way of
                                  a lien all the rights of MXB with respect to
                                  the debt of the City of Hod Hasharon to MXB in
                                  the sum of NIS 9,100,000.

                        2.1.2.4.  MXB shall have provided a guarantee to the
                                  Bank in the amount of NIS 3,000,000 (the
                                  "GUARANTEE") to secure Shlavor's obligation to
                                  repay the Debt, subject to reduction as
                                  provided in the Bank Agreement.

2.2.     STRIKOVSKY'S UNDERTAKINGS

                2.2.1.  In the framework of the Complete Indemnification,
                        Strikovsky and/or any


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                        Company under his control hereby agrees and undertakes
                        as follows:

                        2.2.1.1.  To reimburse MXB the Repaid Amount; and

                        2.2.1.2.  To reimburse MXB any amount that MXB may have
                                  to pay to the Bank if the Bank exercises the
                                  Guarantee; and

                        2.2.1.3.  To indemnify and hold MXB harmless for all
                                  costs, expenses and other amounts payable by
                                  MXB in connection with the Debt pursuant to
                                  the Bank Agreement.

                2.2.2.  All amounts due and payable to MXB pursuant to this
                        Section 2.2 shall be linked to the consumer cost of
                        living index and bear annual interest of four percent
                        (4%) per annum from the date of payment to the Bank by
                        MXB until the date of actual payment by Strikovsky to
                        MXB plus VAT.

                2.2.3.  All amounts due and payable to MXB pursuant to this
                        Section 2.2 shall be paid in monthly installments of NIS
                        200,000 (Two Hundred Thousand) commencing on June 1,
                        2004 until paid in full.

2.3.       ADDITIONAL ESCROW SHARES

                2.3.1.  As a security for the performance of Strikovsky's
                        undertakings under this Section 2, Strikovsky shall
                        deliver 100,000 additional shares of MXB (the
                        "ADDITIONAL ESCROW SHARES") to the Escrow Agent, which
                        shall be held, upon their delivery to the Escrow Agent,
                        pursuant to the terms of the Escrow Agreement.

                2.3.2.  In addition, the Escrow Shares and the Additional Escrow
                        Shares shall be subject to the following conditions:

                        2.3.2.1.  The Escrow Shares and the Additional Escrow
                                  Shares shall be released by the Escrow Agent
                                  to Strikovsky, pursuant to the Escrow
                                  Agreement and this Section 2.3 upon

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<PAGE>

                                  satisfaction of the terms of the Escrow
                                  Agreement and after the receipt by the Escrow
                                  Agent of a certificate from the independent
                                  auditors of MXB that (a) no further amounts
                                  are owed by MXB with respect to the Repaid
                                  Amount and the Guarantee pursuant to the Bank
                                  Agreement and (b) all amounts to be reimbursed
                                  to MXB by Strikovsky pursuant to Section 2.2.1
                                  hereto and the Initial Indemnification.

                        2.3.2.2.  In the event that, prior to receipt of the
                                  certificate described in Section 2.3.2.1
                                  above, the Escrow Agent receives notice of a
                                  claim against Strikovsky and/or any Company
                                  under his control pursuant to the initial
                                  Indemnification or the Complete
                                  Indemnification, the Escrow Agent shall be
                                  authorized to retain any or all of the Escrow
                                  Shares and/or Additional Shares until such
                                  claim is resolved and, in the unrestricted
                                  discretion of the Escrow Agent, shall be
                                  authorized to sell or otherwise dispose of all
                                  or any portion of the Escrow Shares and/or
                                  Additional Shares so as to satisfy any alleged
                                  liability.

                        2.3.2.3.  In the event that, at any time, (even before
                                  the amounts under Section 2.2.3 become due)
                                  the price per share of MXB shares shall equal
                                  US$ 15, then, subject to MXB's written
                                  consent, the Escrow Agent shall sell or
                                  otherwise dispose of 100,000 shares out of the
                                  Escrow Shares or the Additional Shares and
                                  transfer the consideration therefor to MXB in
                                  satisfaction of any indemnification due by
                                  Strikovsky and/or any Company under his
                                  control to MXB at such time and any amount due
                                  by Strikovsky and/or any Company under his
                                  control as indemnification at that time
                                  (including the Indemnity Amount defined below)
                                  shall be reduced proportionately.

                                      -4-
<PAGE>

                        2.3.2.4.  In the event that, at any time, (even before
                                  the amounts under Section 2.2.3 become due)
                                  the price per share of MXB shares shall equal
                                  US$ 20, then, subject to MXB's written
                                  consent, the Escrow Agent shall sell or
                                  otherwise dispose of an additional 100,000
                                  shares out of the Escrow Shares or the
                                  Additional Shares and transfer the
                                  consideration therefor to MXB in satisfaction
                                  of any indemnification due by Strikovsky
                                  and/or any Company under his control to MXB at
                                  such time and any amount due by Strikovsky
                                  and/or any Company under his control as
                                  indemnification at that time (including the
                                  Indemnity Amount) shall be reduced
                                  proportionately.

                        2.3.2.5.  In no event shall the Escrow Agent be subject
                                  to any liability with respect to any actions
                                  taken pursuant to this Section 2.3. Each of
                                  Strikovsky and/or Company under his control
                                  and MXB agrees to indemnify and hold the
                                  Escrow Agent harmless from all cost, loss or
                                  expense which may be incurred by him in
                                  connection with performance of his duties
                                  hereunder and under the Escrow Agreement.

3.       INDEMNITY AMOUNT

          3.1.  In the framework of the Complete Indemnification, Strikovsky
                hereby agrees to pay to MXB, not later than July 30, 2001, an
                amount of NIS 1,932,316 (One Million Nine Hundred Thirty Two
                Thousand Three Hundred and Sixteen) (the "INDEMNITY AMOUNT").
                The parties hereby acknowledge that the Indemnity Amount
                represents the aggregate of missing invoices that should have
                been issued to MXB by the entities listed in Annex 3.3. hereto.

          3.2.  The Indemnity Amount shall be paid in the form of the delivery
                by the Escrow Agent of bank guaranties deposited by Strikovsky
                in escrow with the Escrow Agent. Strikovsky hereby instructs the
                Escrow Agent to deliver the bank guaranties to MXB not later
                than the above-mentioned date.

          3.3.  Subject to the payment of the Indemnity Amount by Strikovsky
                and/or any Company under his control to MXB as set forth above,
                MXB hereby assigns to Strikovsky all right, title and interest
                to any

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<PAGE>

                claim, demand, and/or cause of action whatsoever that MXB may
                have now or shall have in the future against or with respect to
                the entities set forth in ANNEX 3.3 hereto.

4.       IRREVOCABLE WAIVER AND RELEASE

          4.1.  This Agreement sets forth the complete obligations of Strikovsky
                with respect to the subject matters of this Agreement and
                vis-a-vis the entities referred to in this Agreement.

          4.2.  Each of MXB and each of the Shareholders hereby irrevocably
                waives any claim and/or demand it has now or may have in the
                future against Strikovsky and/or any Company under his control
                for any liability covered by this Agreement and the Addendum
                other than pursuant to this Agreement and grants Strikovsky an
                irrevocable release therefrom.

          4.3.  If any liability and/or obligation related to the liabilities
                covered by this Agreement and/or the Addendum is imposed on
                Strikovsky not pursuant to this Agreement or if any action or
                measure is taken by MXB and/or any of the Shareholders and/or
                any other person or entity which results in Strikovsky becoming
                liable or obligated other than pursuant to this Agreement or the
                Addendum, this Agreement shall be null and void and MXB shall
                indemnify Strikovsky in full against any such liability and/or
                obligation.


5.       APPLICABLE LAW

         The laws of the State of Israel shall govern the interpretation and
         enforcement of this Agreement. The parties irrevocably consent to the
         personal jurisdiction of the courts of Tel Aviv-Yaffo with respect to
         any dispute arising out of or in connection with this Agreement. If any
         provision hereof is deemed unenforceable, said provision shall be
         severed and the remainder of this Agreement shall be enforced in
         accordance with its terms.

6.       MISCELLANEOUS

          6.1.  NOTICES. All communications provided for in this Agreement shall
                be in writing and shall be sent or faxed to each party at such
                address as a party may from time to time designate in writing to
                the other parties. Notices shall be sent by personal delivery,
                by registered mail, return receipt requested, express courier,
                facsimile copy or electronic mail. Notices shall be deemed to be
                received three business days after being mailed or on the next
                business day after being faxed.


                                      -6-
<PAGE>

          6.2.  ENTIRE AGREEMENT. This Agreement, together with the attached
                Annexes, constitutes the entire agreement among the parties
                regarding the transactions contemplated herein and therein and
                supercedes all prior agreements and arrangements between or
                among the parties with respect to the subject matter hereof,
                whether oral or written, except for the SEA, the Addendum and
                the Escrow Agreement. In the event of discrepancies between the
                provisions of SEA, the Addendum, the Escrow Agreement and the
                provisions of this Agreement, the provisions of this Agreement
                shall prevail.

          6.3.  HEADINGS. The headings contained in this Agreement are solely
                for convenience of reference and shall not affect the
                interpretation of this Agreement.

          6.4.  COUNTERPARTS. This Agreement may be executed in one or more
                counterparts, each of which shall be deemed an original, but all
                of which together shall constitute one and the same instrument.

          6.5.  SUCCESSORS AND ASSIGNS; ASSIGNMENT. Neither party shall sell,
                assign, transfer, or otherwise convey any of its rights or
                delegate any of its duties under this Agreement, except to a
                company which has succeeded to substantially all of the business
                and assets of the Company and has assumed in writing its
                obligations under this Agreement.

          6.6.  DELAYS OR OMISSIONS: WAIVER. No delay or omission to exercise
                any right, power, or remedy accruing to any party upon any
                breach or default by any other party under this Agreement shall
                impair any such right or remedy nor shall it be construed to be
                a waiver of any such breach or default, or any acquiescence
                therein or in any similar breach or default thereafter
                occurring.

          6.7.  FURTHER ACTIONS. At any time and from time to time, each party
                agrees, without further consideration, to take such actions and
                to execute and deliver such documents as may be reasonably
                necessary to effectuate the purposes of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
set forth above.

/S/ DOV STRIKOVSKY                         /S/ DAVID SHEETRIT
--------------------------------------     -------------------------------------
Dov Strikovsky                             Marnetics Broadband Technologies Ltd.

                                           By: DAVID SHEETRIT
                                               ---------------------------------

                                           Title: ACTING CHIEF EXECUTIVE OFFICER
                                                 -------------------------------

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<PAGE>


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

                                           By: ISAAC NISSIM
                                               ---------------------------------
                                           Title: CHIEF FINANCIAL OFFICER
                                                 -------------------------------


We, the undersigned, agree and are bound by the terms and provision of this
Agreement.

GAP TECHNOLOGIES  LTD                           SAHAR (SECURITIES) TECHNOLOGIES
                                                LTD

                                                By:     __________________
By:     __________________                      Title:  __________________
Title:  __________________


DERMISTOCK (1998) LTD                           LIMASSA ENTERPRISES CORPORATION
                                                (BVI)

                                                By:     __________________
By:     __________________                      Title:  __________________
Title:  __________________


TECHBYTE L.L.C.                                 ECI TELECOMMUNICATIONS LTD

By:     __________________                      By:     __________________
Title:  __________________                      Title:  __________________

                                                OFEK RECHASIM TECHNOLOGIES 1999
                                                LTD

                                                By:     __________________
______________________                          Title:  __________________
EMANUEL VIND


DUGAZ MARKETING (1995)  LTD                     SUNNY.COM  LTD

By:     __________________
Title:  __________________                      By:     __________________
                                                Title:  __________________


                                      -8-
<PAGE>

LINKWARE  LTD                                   STI Ventures INVESTMENTS NO. 2
                                                NV

By:     __________________                      By:     __________________
Title:  __________________                      Title:  __________________


Docor International BV                          Ronchal Investments NV

 By:     __________________                     By:     __________________
Title:  __________________                      Title:  __________________

Prime Technology Ventures NV

By:     __________________
Title:  __________________

I, the undersigned, hereby agree to the content of Sections __of this Agreement.


/S/ MENAHEM GURMAN
--------------------------------
Menahem Gurman, Adv.




                                      -9-


<PAGE>


                                    ANNEX 3.3

1.         Zur Neeman

2.         David Bar- Aquiva

3.         Kivnun Electricity Works (98) LTD.