Exhibit 10.17


Memorandum

To:

CC:      Jacob Frenkel, Arie Genger, and Yossi Gal

From:    Yacha Sutton and Sagi Genger

Date:    May 30, 2001

Re:      Special Integration Bonus

--------------------------------------------------------------------------------

     It gives us great pleasure to include you in the Company's Executive
Variable Compensation Plan ("EVCP"). EVCP participants are selected based on
their key roles in implementing the integration program outlined to the Board
and achieving the key financial objective set by it, generation of $100mm in FY
2002 EBITDA(1).

     Continued participation in the EVCP is contingent upon your continued
employment in the Company. Notification of termination of employment by you or
by the Company will discontinue your eligibility for any future Payouts or
vestings under the EVCP.

     The program consists of:

          o    A payout of cash or stock (the "Payout") at the Company's option.
               Your 100% Payout amount is $_____________. The Payout will occur
               within ten business days of announcement of the FY 2002 results
               based upon the following schedule:

          ----------------------------------------------------
          EBITDA FY 2002         $80mm     $100mm      $120mm
          ----------------------------------------------------
          Percentage             70%       100%        160%
          ----------------------------------------------------

-----------------------

          (1)  EBITDA is defined as reported operating income + depreciation and
               amortization + all non-cash charges and gains adjusted for
               non-recurring expenses and gains including but not limited to:
               restructuring charges, settlements or judgments of litigation,
               business purchase or sale transaction expenses. EBITDA targets
               will be adjusted as appropriate for any purchase or sale of a
               business operations which exceeds 20% of the Company's assets on
               the date of closing. Calculation of EBITDA and identification of
               adjustment items will be determined by the Company, at its sole
               reasonable discretion.

<PAGE>


          o    A grant of 10-year options to fully vest on 12/31/2007
               irrespective of performance. The exercise price of such options
               will be $24.90. However vesting of the grant or a portion thereof
               will be accelerated to the following vesting dates based upon the
               following schedule:


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<PAGE>


              ----------------------------------------------------
              EBITDA FY 2002         $80mm     $100mm      $120mm
              ----------------------------------------------------
              12/31/2003             30%       50%         50%
              ----------------------------------------------------
              12/31/2004             30%       50%         50%
              ----------------------------------------------------

     Please sign this letter and return it to Yossi Gal to indicate that you
understand that the program is offered to a very small select group. Discussion
of its details could seriously harm morale and adversely impact the performance
of the Company. Therefore, please treat it as confidential. Discussion of its
details with anyone other than the Executive Vice President supervising your
group or other persons copied on this letter is forbidden.

     Congratulations on your participation in the EVCP! We look forward to your
continued leadership.


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