Exhibit 10.32

                        UNPROTECTED LEASE AGREEMENT

      Made and entered into at Yokneam on the 1st day of September 1996

                                  BETWEEN

           MARIO LAZNIK INDUSTRIAL BUILDINGS LTD.
           Publ. Co. 52-003920-7
           64 Sokolov Street,
           Ramat Hasharon
           (hereinafter: "THE LESSOR")
                                                        - OF THE ONE PART -
                          AND

           E.S.C. MEDICAL SYSTEMS LTD.
           Publ. Co. 52-004255-7
           of 9 Ha'etzel Street
           Tirat Hacarmel
           (hereinafter: "THE LESSEE")
                                                     - OF THE OTHER PART -


 WHEREAS:  The Lessor owns the rights to the land, as hereinafter defined,
           pursuant to a Development Contract dated June 30, 1994, and is
           entitled to have a leasehold contract in respect of the land
           signed with it, which contract is in the process of preparation
           and signature with the Israel Lands Administration; and

 WHEREAS:  The Lessee has requested to take the Leased Premises, as
           hereinafter defined, on hire from the Lessor, under an
           unprotected lease for the period, the purpose and the conditions
           set forth in this Agreement; and

 WHEREAS:  The Lessee declares that it will conduct in the Leased Premises
           an approved industrial enterprise within the definition of the
           term under the Law for the Encouragement of Capital Investments,
           5719-1959, for the manufacture of electronic products; and

 WHEREAS:  The Lessor has agreed to let the Leased Premises to the Lessee,
           under an unprotected lease for the period, the purposes and on
           the conditions set forth above and below;


            NOW THEREFORE IT IS DECLARED, AGREED AND STIPULATED
                      BETWEEN THE PARTIES AS FOLLOWS:


 1.   PREAMBLE:

      The preamble to this Agreement and the declarations of the parties
 therein constitute an integral part hereof.

 2.   APPENDICES:

      The appendices attached to this Agreement as well as all appendices
      which may be attached hereto in the future, if any will be attached
      (provided that they bear the signature of the parties and are marked
      as appendices to this Agreement) constitute an integral part hereof.

 3.   INTERPRETATION:

      The headings to clauses in this Agreement have been inserted for
      convenience only and they do not constitute part hereof and will not
      be used for purposes of interpretation.

 4.   NULLITY OF PRIOR REPRESENTATIONS AND UNDERTAKINGS:

      The parties to this Agreement will not be bound by any declaration,
      representation, drafts, memorandums, application/s for letting of the
      Leased Premises, agreements and undertakings, verbal or in writing,
      which are not included in this Agreement, and which were made prior to
      the signing hereof, and same shall not serve as evidence for purposes
      of the interpretation of this Agreement.

 5.   DEFINITIONS:

      In this Agreement, provided that this does not conflict with the
      context, each term and expression set forth below shall have the
      meaning set opposite it:

 "THE LAND"                 An area of approximately 3,000 sq.m. in Block
                            11495 Parcel 13 (in portion) Plot 5 according
                            to Detailed Plan 163/DT/C which is in Yokneam
                            Illit.

 "THE BUILDING"             A building for industry and trade in an area of
                            approximately 4,400 sq.m. (external
                            measurements), which will be constructed on the
                            Land in accordance with the technical
                            specification and the drawing which are
                            attached to this Agreement as Appendices A and
                            B respectively, and in accordance with plans of
                            the building which is attached to this
                            Agreement as Appendix C.

 "THE LEASED PREMISES"      Part of the building in an area of
                            approximately 600 sq.m. (external measurements)
                            which is marked on Appendices B and C in
                            yellow.

 "PURPOSE OF THE LEASE"     An approved industrial enterprise according to
                            the definition thereof in the Law for the
                            Encouragement of Capital Investments,
                            5719-1959, for the manufacture of electronic
                            products.

 "PERIOD OF LEASE"          As described in Clause 8 of this Agreement.

 "RENTALS"                  As defined in Clauses 9, 10 and 11 and in this
                            Agreement generally.

 "YEAR", "MONTH"            Within the meaning thereof according to the
                            Gregorian calendar.

 "THE BASIC INDEX"          Means the Consumer Price Index (including fruit
                            and vegetables) for the month of March 1996,
                            which will be published by the Central Bureau
                            of Statistics on April 15, 1996.

 "THE NEW INDEX"            Means the last Consumer Price Index (including
                            fruit and vegetables) which will published from
                            time to time by the Central Bureau of
                            Statistics prior to the time specified in this
                            Agreement for the effecting of any of the
                            payments the Lessee has undertaken to pay. If
                            the basis of the index is replaced and/or if
                            the method for the computation and compilation
                            thereof should be changed or if it should be
                            published by another entity instead of the
                            Central Bureau of Statistics, the Lessor will
                            make a calculation of the increase in the index
                            for purposes of this clause, in the course of
                            taking cognizance of the aforesaid changes.

 "PROMISSORY NOTES"         Promissory notes in shekels which will bear
                            linkage differentials.

 "LINKAGE DIFFERENTIALS"    The difference between the New Index and the
                            Basic Index, divided by the Basic Index, and
                            multiplied by the basic rentals.

 6.   NON-APPLICABILITY OF TENANTS PROTECTION LAW

      The Lessee declares that:

      6.1  The Leased Premises and the lease are not protected pursuant to
           provisions of the Tenants Protection Law (Consolidated Version)
           5732-1972 (hereinafter: "THE LAW"), nor under provisions of any
           other law which deals with the protection of the tenant.  This
           Agreement and the relationship created hereby shall not confer on
           the Lessee any right pursuant to the aforesaid laws.

      6.2  The Leased Premises are "a vacant property" as this term is
           defined in the Law and the Building is "a new property" the
           construction of which was completed after 28th Av 5728 (August
           20, 1968) and the provisions of the Law, or any other law which
           may come in its stead, shall not apply thereto.

      6.3  It has not been requested to pay, has not paid and has not
           undertaken to pay the Lessor, or any other person, key money, or
           any other payment likely to be construed as key money.

      6.4  All the alterations, additions, improvements and enhancements
           which may be made in the Leased Premises, if any, are solely for
           its needs, and are not and will not be fundamental alterations,
           and the provisions of Part C of the Law will not apply to this
           Agreement and to the relationship between the parties to the
           Agreement.

      6.5  It is aware that only on the strength of its above declarations
           and its undertaking to refrain from raising any allegation which
           conflicts with and/or is inconsistent with the foregoing, has the
           Lessor agreed to lease the Leased Premises to it.

 7.   THE LEASE:

      7.1  The Lessor hereby lets the Leased Premises to the Lessee and the
           Lessee hereby takes the Leased Premises on hire from the Lessor,
           under a lease which is not protected under the Tenants Protection
           Law, for the period and for the purpose of the lease only.

           Should the Lessor decide to let other parts of the Building, the
           Lessor undertakes to give notice to the Lessee to that effect and
           to give the Lessee a right of first refusal to take the
           additional portion of the Building on hire which the Lessor
           wishes to let.  The Lessee will notify the Lessor within 14 days
           from the date the Lessor's notice is sent with regard to its
           intention to let the additional area as to whether or not it, the
           Lessee, wishes to take same on hire.  Should the Lessee fail to
           give notice of its intention to take the additional area on hire
           within the aforesaid period of 14 days, the Lessor will be
           entitled to let the additional area as it deems fit.

           If the Lessee should give notice within the aforesaid period of
           its desire to take the additional area on hire, the rentals in
           respect of the additional area will be the rentals which are
           payable per square meter as stipulated in this Agreement, or the
           rentals which are the customary norm for the property at such
           time, whichever is the higher.

           The remaining terms of the lease will be, mutatis mutandis, as
           set forth in this Agreement.  The Lessee undertakes to sign a
           lease agreement with the Lessor and to furnish the Lessor with
           the guarantees and collateral in connection with the additional
           area, immediately upon the Lessor's first demand.

           The contents of this clause will not apply to an extension or
           widening of lease contracts with other tenants who, at the time
           the Lessor decides to let the additional area, have taken other
           portions of the Building on hire.

      7.2  The Lessor declares that it has not undertaken to let the Leased
           Premises to any third party and that at the time of signing of
           this Agreement it is not aware of any contractual or other bar to
           the letting of the Leased Premises to the Lessee.

      7.3  The Lessee declares that it has examined the Leased Premises
           and/or the plans thereof and/or a specification and/or drawing of
           the Leased Premises, and has found same to be suitable for its
           purposes, and that upon its signing this Agreement and the
           appendices hereto, it thereby precludes for itself any allegation
           in connection with the suitability of the Leased Premises for its
           needs and/or the quality of the Leased Premises and/or any other
           allegation.  The contents of this sub-clause are conditional upon
           the construction of the Leased Premises and the parts of the
           Building mentioned in Appendices A, B and C by the Lessor being
           completed in accordance with the matters stipulated in Appendices
           A, B and C.

      7.4  The Lessee declares that it is an industrial enterprise which has
           received approval from the Investment Center attached to the
           Ministry of Trade and Industry (hereinafter: "THE INVESTMENT
           CENTER APPROVAL") in accordance with the Law for the
           Encouragement of Capital Investments, 5719-1959 (hereinafter:
           "THE LAW FOR THE ENCOURAGEMENT OF CAPITAL INVESTMENTS"), the
           approved program for which includes the hiring of a property such
           as the Leased Premises for the next six years.

           The Lessee undertakes, as a basic and fundamental term of this
           Agreement, that it will conduct an approved industrial enterprise
           in the Leased Premises for a period of not less than six years
           from the date of signing of this Agreement, and will make its
           best efforts in order to retain and maintain this status for an
           additional period of one year, and to keep the Investment Center
           Approval in force throughout all the aforesaid periods, and to
           take all the steps, to comply with all the conditions and to
           perform all the requirements lawfully demanded by any body,
           including the Investment Center, and including the providing of
           guarantees in accordance with Section 40G of the Law for the
           Encouragement of Capital Investments, in order to comply with
           this undertaking by it.

           Without derogating from the remaining remedies available to the
           Lessor pursuant to this Agreement and/or according to law, the
           Lessee undertakes to indemnify the Lessor in respect of any
           damages the Lessor may suffer in any circumstances in which the
           Investment Center Approval is revoked and/or suspended and/or
           otherwise prejudiced for any reason whatsoever, including acts or
           omissions of the Lessee, within 7 (seven) days from the date of
           the Lessor's demand.

      7.5  The Lessor declares that the Building has been constructed and
           will be constructed in accordance with a valid building permit.

 8.   PERIOD OF LEASE:

      8.1  8.1.1    The Lessee hereby takes the Leased Premises on hire for
                    a period of nine (9) years and eleven (11) months
                    commencing from the date of delivery of occupation of
                    the Leased Premises to the Lessee, as specified in
                    Clause 17.1.3 below.

           8.1.2    The Lessee will be entitled to terminate the Period of
                    Lease after the elapse of 5 years from the date of
                    delivery of occupation of the Leased Premises, upon the
                    fulfillment of all the following conditions:

                    8.1.2.1  The Lessee has itself made the adjustments and
                             adaptations to the Leased Premises for
                             purposes of making them suitable for its
                             purposes, as stated in Clause 17.5.4 below.

                    8.1.2.2  Period of Lease in the manner stated at the
                             beginning of this sub-clause 8.1.2. The date
                             of termination of the lease will be fixed in
                             the Lessee's notice, provided that it shall
                             not be later than 6 months from the date the
                             notice with regard to termination of the lease
                             is given to the Lessor.

      8.2  In every case that the Lessee fails to present itself to accept
           the Leased Premises on the date specified for delivery of
           occupation, or if same is delivered to it by the Lessor on the
           date of commencement of the Period of Lease, this shall not
           constitute a reason for postponing the start of the Period of
           Lease, and the provisions of this Agreement shall apply as if the
           Lessee has received actual occupation of the Leased Premises.

      8.3  In every case that the Lessee accepts occupation of the Leased
           Premises the acceptance of occupation shall constitute a
           declaration by the Lessee that it has received the Leased
           Premises in accordance with the provisions of this Agreement and
           it precludes for itself any allegation in connection with the
           Leased Premises and/or the performance of this Agreement by the
           Lessor, save and except for its allegations in writing which will
           be delivered to the Lessor prior to acceptance of occupation of
           the Leased Premises, and save and except for repairs during the
           check-up period and in the warranty period.

      8.4  It is agreed and declared by the parties that in every case in
           which the Electric Corporation fails to supply electricity to the
           Leased Premises, this will not constitute grounds for postponing
           the start of the Period of Lease and/or preventing payment of the
           rentals in full, provided that the Lessor shall supply the Leased
           Premises with alternative power source and/or a generator having
           the capacity specified in the technical specification and
           together with a current stabilizer.  It is agreed between the
           parties that the cost of connection to an alternative power
           source and/or the generator shall be borne by the Lessor, and the
           cost of the current consumption shall be borne and paid by the
           Lessee.  The Lessor shall make its best efforts in order that the
           supply of electricity be performed by the Israel Electric
           Corporation Ltd.

      8.5  The Lessor undertakes to obtain a habitation approval for the
           Leased Premises by not later than June 15, 1996.

 9.   RENTALS:

      The Lessee undertakes to pay the Lessor rentals in an amount of NIS
      17.1 (seven shekels and ten agorot) in respect of each square meter of
      the Leased Premises and for each sq.m. of the Lessee's pro rata share
      of the common property, as defined in Clause 16.5 below, in each of
      the months of the lease during the Period of Lease.

      For purposes of payment of the rentals, the Lessee's pro rata share of
      the common property will be deemed to be according to the definition
      thereof in Clause 16.5 below.

      The area of the Leased Premises and the area of the common property
      will be determined by a surveyor to be appointed by agreement between
      the parties.  Should the parties fail to arrive at agreement, the
      surveyor shall be appointed by the Lessor.

 10.  ADDITION OF V.A.T. TO THE RENTALS:

      V.A.T. as prescribed by law shall be added to the rentals at the rate
      which applies according to law at the time of effecting of each and
      every payment.  A valid tax invoice will be delivered to the Lessee.

 11.  ADDITION TO THE RENTALS OF LINKAGE DIFFERENTIALS:

      11.1 The rentals as mentioned in Clause 9 above will be linked to the
           Basic Index in a manner that in every case that the New Index
           should rise as compared with the Basic Index, the rentals will be
           increased according to the percentage rise in the New Index as
           compared with the Basic Index.

      11.2 Notwithstanding the foregoing, if at any time of payment of
           rentals a binding legal provision should apply which limits the
           percentage increase of the rentals, or freezes the amount
           thereof, the parties will act in accordance with the provisions
           of the law.

      11.3 Should a legal provision which limits the percentage of linked
           rentals or which freezes the amount thereof subsequently be
           repealed or amended, the rentals will be linked to the index as
           specified in Clause 11.1 above, and the Lessee will make payment
           to the Lessor, for those months in respect of which it paid the
           Lessor frozen rentals, of the differentials due to the Lessor as
           a result of the cancellation of the freezing or the changes
           therein, in accordance with the matters set forth in the above
           clause.  The Lessor shall notify the Lessee in writing what the
           amount of differentials is that is due to the Lessor from the
           Lessee, and the Lessee undertakes to make payment to the Lessor
           of the aforesaid differentials, within 6 days after receipt of
           the Lessor's notice, and all in accordance with any law.

 12.  TIME FOR PAYMENT OF RENTALS:

      The rentals shall be paid by the Lessee to the Lessor together with
      Value Added Tax at the following times: -

      12.1 The Lessee shall deposit with the Lessor an autonomous bank
           guarantee in a text approved by the Lessor, at the time of
           signing of this Agreement, for an amount equivalent to six (6)
           months rental.  The guarantee will serve as security for the
           fulfillment by the Lessee of all the conditions of the Agreement.
           The Lessor will send the Lessee notice of 7 days prior to
           foreclosing on the guarantee.

      12.2 The rentals will be paid by the Lessee to the Lessor each and
           every month on the 1st day of each month in respect of the
           current month.  The first payment shall be made on the date of
           commencement of the Period of Lease.

      12.3 In every case that the first day of the month is a non-working
           day (Saturday, Jewish holiday, etc.) the payment shall be
           deferred to the first working day following the non-working day.

 13.  PAYMENT OF RENTALS ON DUE DATE:

      Every payment of rentals for which the Lessee is liable in accordance
      with the provisions of this Agreement shall be effected at the time
      specified for it and not later than such time.  The dates of payment
      of the rentals specified in this Agreement, and other payments the
      Lessee is obliged to pay pursuant to this Agreement, are basic and
      fundamental conditions and a delay in the execution thereof shall
      constitute a material breach of the Agreement.  Notwithstanding the
      foregoing, a default of up to 7 days will not be deemed to be a breach
      of this Agreement, but will bear interest at the rate customarily
      charged at Bank Leumi le-Israel B.M. in respect of debit balances in
      current business accounts.

      If no due date for payment has been fixed in this Agreement, the
      payment shall be effected at the date prescribed for payment thereof
      according to law (if a legal provision exists) or within seven (7)
      days after the Lessor's first demand.

 14.  MANNER OF COLLECTION OF RENTALS:

      14.1 For the ease of collection and as security for payment of the
           rentals, the Lessee shall, at the time of signing of this
           Agreement, and each two years thereafter, deliver to the Lessor
           duly stamped non-negotiable promissory notes.

      14.2 The number of promissory notes shall be 24, with each note being
           for the amount of the monthly rentals, so that on each occasion
           promissory notes will be given in respect of rental payments for
           a period of two years.

      14.3 The promissory notes shall be delivered to the Lessor after all
           the details have been completed therein.

      14.4 Two months prior to the end of the lease period of two years in
           respect of which promissory notes as referred to in this Clause
           14 have been given, the Lessor shall deliver to the Lessee 24 new
           promissory notes, and so on and so forth until the end of the
           Period of Lease.

      14.5 The Lessor will be entitled to fill in on each promissory note
           any particular which is missing therefrom, and the Lessee waives
           any allegation with regard to the completion of such particulars.

      14.6 To the extent that the Lessee is requested by the Lessor to do
           so, the Lessee undertakes to sign a standing instruction to debit
           its bank account in respect of the payment of rentals, and will
           do so within 14 days from the date on which the Lessor's request
           as aforesaid is delivered to it.  In such event the promissory
           notes which have not yet been paid will be returned to the Lessee
           on the date on which the first payment is effected pursuant to
           the standing instruction.

 15.  DEFAULT IN PAYMENTS, REMEDIES AND RELIEF:

      Without this being construed as acquiescence on the part of the Lessor
 to the late execution of any payment for which the Lessee is liable under
 this Agreement, any payment the Lessee is obliged to pay to the Lessor in
 accordance with this Agreement, including payments imposed on the Lessee
 which the Lessor has paid in lieu of the Lessee, and which are not paid to
 the Lessor on due date, shall be governed by the provisions set forth
 below:

      15.1 Without derogating from the Lessor's rights to any other and/or
           additional remedy pursuant to this Agreement and/or according to
           any law, the Lessee will be obliged to pay the Lessor, as an
           addition to a refund of the principal payment, interest at a rate
           of 150% of the maximum interest which Bank Leumi le-Israel B.M.
           would, on the date of actual payment, charge a non-preferred
           customer for unauthorized excesses on overdrafts on business
           accounts, with this being in respect of the entire delay in the
           payment of the rentals, including V.A.T., and any other payment
           the Lessee may owe the Lessor pursuant to the provisions of this
           Agreement, and on the costs of collection which will be added
           thereto, all reckoned from the date of commencement of the
           default and up to the date of actual payment.

      15.2 If the payment imposed on the Lessee is monetary compensation
           (agreed or awarded) in respect of the Lessor's damages resulting
           from a breach of any of the conditions of this Agreement, the
           interest specified in Clause 15.1 above will be added to the
           amount of compensation from the date of demand for the
           compensation and up to the date of actual payment.

      15.3 Without prejudice to anything stated in this Agreement and
           without this constituting any form of permission to the Lessee
           and/or a waiver and/or acquiescence on the part of the Lessor, in
           the event that the Lessee has not paid any payment of rentals or
           other payment pursuant to this Agreement within 14 days from the
           due date for settlement thereof, this will be deemed to be a
           proposal by the Lessee to the Lessor to terminate this Agreement.
           The Lessor shall be entitled, but not obliged, to agree to such
           proposal to terminate the validity of this Agreement, and it may
           accept the aforesaid proposal at any time within 3 months from
           the date of the breach.

      The acceptance of the proposal by the Lessor shall not release the
      Lessee from any of its obligations pursuant to this Agreement, and the
      Lessor's consent shall not legitimize the non-payment or have the
      effect of discharging the Lessee from the payment or to constitute a
      breach (acceptance) of the Lessee's breach of the Agreement.  Non-
      payment as aforesaid shall under all circumstances constitute a
      material breach of this Agreement.

      15.4 Should a party to this Agreement commit a material breach of the
           Agreement, then in addition to any other and/or additional remedy
           pursuant to this Agreement (including other agreed compensation)
           and/or according to any law, which is available to the aggrieved
           party, the defaulting party shall pay the aggrieved party agreed
           pre-estimated liquidated damages in an amount which has been
           assessed in advance by the parties as being reasonable and as
           properly reflecting the damages of the aggrieved party which can
           be contemplated at present, after the parties have given serious
           consideration to the matter, in an amount equivalent to six (6)
           months rentals plus linkage differentials and V.A.T. of this
           Agreement.  The parties hereby waive any allegation regarding the
           extent of the agreed damages and hereby waive in advance an
           allegation regarding the extent of the agreed damages and any
           argument regarding the need to mitigate same.

      15.5 Should the Lessee make payments on behalf of the Lessee (sic! u
           the Lessor) the obligation for payment of which is imposed
           pursuant to this Agreement on the Lessor, and which the Lessor
           has not repaid to the Lessee within 14 days from the date of
           sending to the Lessor of a reasoned demand for payment,
           accompanied by proof with regard to payment of the amounts and
           the reason for same, the Lessor shall pay the Lessee in addition
           to repayment of the principal amount of the payment, [interest]
           at a rate of 150% of the maximum interest which Bank Leumi le-
           Israel B.M. charges a non-preferred customer, on the date of
           actual payment, in respect of unauthorized overdrafts on a
           current business account.  Notwithstanding the foregoing, it is
           expressly recorded that the Lessee will not be entitled to effect
           payment for the Lessor without the Lessor's consent, unless the
           payment is made in order to remove an immediate and urgent
           obstacle which does not allow the operation of the Lessee's
           business in the Leased Premises, or which adversely affects the
           Lessee's ability to operate its business in a normal and
           reasonable manner.  It is further clarified that the Lessee will
           under no circumstances be entitled to set off amounts it has paid
           on behalf of the Lessor as stated in this clause against the
           payments due to the Lessor from the Lessee in accordance with the
           provisions of this Agreement.

 16.  OTHER PAYMENTS FOR WHICH THE LESSEE WILL BE LIABLE:

      In addition to all the other payments set forth in this Agreement, the
      following payments shall be borne and paid by the Lessee, on due date,
      during the Period of Lease:

      16.1 All the taxes, fees, municipal rates, levies, municipal and
           governmental (if imposed), current or one-time, that are imposed
           on the Leased Premises, directly or indirectly, as same apply at
           present or as may apply in the future (hereinafter: "COMPULSORY
           PAYMENTS"), which by their nature are imposed on an occupier.
           For the avoidance of doubt it is clarified that the Lessor shall
           bear Compulsory Payments which, by their nature are imposed on
           owners, lessors and ownership only, as distinct from an occupier,
           tenant or user.

           Where such payment is imposed in respect of a whole year only
           part of which falls within the scope of the Period of Lease, the
           Lessee will pay a pro rata share of the aforesaid payment.  The
           aforesaid payment shall be paid by the Lessee on the date
           according to law at which same requires to be paid to the
           authorities.

      16.2 All the payments and expenses in respect of the supply of
           electricity, water, gas and telephone to the Leased Premises, and
           any other payment of such type, which may apply in respect of the
           current use of the Leased Premises.

      16.3 All the taxes and payments which will be due to the municipality
           and/or local authority and/or government and/or industrial zone
           administration (and/or any other administrative body) and/or any
           other body in respect of the business which the Lessee will
           operate and/or conduct in the Leased Premises, including, but
           without derogating from the generality of the foregoing, business
           tax, signboard tax and license fees for the business and the
           conduct thereof.

      16.4 All the payments required in order to obtain permits for
           signboards and all the taxes and fees which are imposed in
           consequence of the hanging of signboards.

      16.5 The provisions of Clauses 16.1 - 16.4 above shall also apply to
           parts of the Building and/or the Land intended for use of all the
           tenants in the Building and/or the majority thereof (even if they
           are within the areas of other parts of the Building and/or the
           Land which have been let to a third party) including land, roofs,
           stairwells, courtyards, elevators, bomb-shelters and so forth
           (hereinafter: "THE COMMON PROPERTY").  The Lessee's share in the
           payment in respect of the Common Property pursuant to sub-clauses
           16.1 u 16.4 will be according to the ratio between the [area of
           the] Leased Premises and the total area of the Building.

      16.6 All payments and demands which may be due and/or may be lawfully
           demanded by the Investment Center attached to the Ministry of
           Trade and Industry and/or any entity in connection with the
           maintaining by the Lessee of an approved industrial enterprise in
           the Leased Premises.

      16.7 The Lessee undertakes to exhibit to the Lessor once each year,
           upon the Lessor's request, all the receipts or certificate
           testifying to the fact that the payments imposed on the Lessee
           pursuant to this Agreement have indeed been paid by it on due
           date.  Non-payment on due date of any payment imposed on the
           Lessee, pursuant to this Clause 16, will constitute a breach of
           the Agreement.

      16.8 Where one party to the Agreement has, for any reason, paid any
           payment which, according to the provisions of this Agreement is
           imposed on the other party, the other party will be obliged to
           refund to the paying party any amount which may be paid by the
           paying party as aforesaid, immediately upon the latter's first
           demand.

      16.9 The Lessee shall, for the Period of Lease and for that period
           only and so long as this Agreement is in force, transfer into its
           name and for its account, the employers tax account, and the
           electricity, telephone, gas and water meters and the municipal
           rates.

 17.  CONSTRUCTION OF THE BUILDING AND ALTERATIONS THERETO:

      17.1 17.1.1   For the avoidance of doubt it is hereby clarified that
                    development works in the Land have not yet been
                    performed by the authorities and/or any third party.

           17.1.2   The Lessor and the Lessee declare that the Building to
                    be constructed in accordance with the specification
                    referred to in Clause 17.1.3 below cannot be put into
                    operation except after receipt of approvals from the
                    authorities and compliance with their demands.

           17.1.3   Without prejudice to the generality of the foregoing,
                    the Lessor undertakes to complete the construction of
                    portion of the Leased Premises the construction of
                    which is imposed on the Lessor and portion of the
                    Building the construction of which is imposed on it, in
                    accordance with Appendices A u C to this Agreement,
                    itself and/or through third parties, subject to any
                    approval and/or permit and/or other condition required
                    according to law and to cause a situation that
                    construction of the Leased Premises the construction of
                    which is imposed on it and portion of the Building the
                    construction of which is imposed on it, as described in
                    Appendices A u C to this Agreement, will be completed
                    and the actual possession of the Leased Premises will
                    be delivered to the Lessee by not later than August 1,
                    1996 (hereinafter: "DATE OF DELIVERY OF OCCUPATION").
                    Should the Lessee commence operating its production
                    lines in the Leased Premises on an earlier date
                    earlier, the Date of Delivery of Occupation will, for
                    purposes of payment of the rentals and the other
                    payments imposed on the Lessee under this Agreement, be
                    brought forward to the date of commencement of
                    operation of the Lessee's production lines in the
                    Leased Premises, provided that there is no legal bar
                    thereto which does not stem from an act or omission on
                    the part of the Lessor, and subject to Clauses 17.1.4
                    and 17.4 below.

                    It is agreed and declared between the parties that
                    failure to complete items which do not prevent the
                    reasonable use of the Leased Premises will not be
                    deemed to be a breach of this clause and will not be
                    deemed to be grounds for postponing the acceptance of
                    the Leased Premises by the Lessee.

           17.1.4   If one or more of the events mentioned below should
                    occur, the date of delivery will be postponed for a
                    period corresponding to the duration of the event
                    and/or the results thereof which prevent the
                    continuation of the work (hereinafter: "PERIOD OF
                    PREVENTION"). The Lessee will not be entitled to any
                    compensation from the Lessor in respect of a delay in
                    the delivery of the Leased Premises and this will not
                    constitute any grounds for the Lessee to cancel this
                    Agreement. The following are the events:

                    a.  Strike or any nation-wide stoppage of work in the
                        building industry and/or in the transportation
                        industry.

                    b.  Stoppage of construction due to an order by any
                        authority or a court order or the order of a
                        tribunal, which is not under the control of the
                        Lessor and which is not due to an act or omission
                        of the Lessor.

                    c.  A general military call-up which delays the
                        execution of works for a period exceeding three
                        months.

                    d.  A state of war and/or hostilities.

                    e.  Earthquake at the building site.

                    f.  Flood which damages the building site.

                    g.  Fire which damages the building site.

                    h.  Any other factor and/or reason over which the
                        Lessor has no control and which it was unable to
                        foresee and/or to prevent by reasonable means.

           17.1.5   Should the Lessor be late in delivering occupation of
                    the Leased Premises to the Lessor (sic! u Lessee)
                    contrary to the contents of this Agreement, or in the
                    date of giving Lessee permission to enter the Leased
                    Premises in order to perform adaptation work after July
                    15, 1996, for a period which shall not exceed 31 days,
                    the Lessor shall pay the Lessee in respect of each day
                    of default in delivery, or part thereof, an amount
                    which will be equivalent to $500 in respect of each day
                    of default.

                    The compensation referred to in this sub-clause is
                    final and absolute compensation and the Lessee will not
                    be entitled to any other remedy in respect of a default
                    in the delivery of occupation during the period of 31
                    days referred to in this clause, except the contents of
                    sub-clause 17.1.6 below.

                    Should the Lessor be late in delivery of the Leased
                    Premises for a period which exceeds 31 days, the Lessee
                    will be entitled to claim from the Lessor either its
                    actual damages or the daily compensation in a sum of
                    500 dollars referred to above in this sub-clause, at
                    the Lessee's election. For the avoidance of doubt it is
                    clarified that in the event that the Lessee should
                    elect the daily compensation specified in this
                    sub-clause, the daily compensation will also apply
                    during the period from the 31st day of the default and
                    up to the date the breach is cured.

           17.1.6   Delivery of occupation after August 1, 1996 and the
                    giving of permission to the Lessee to enter the Leased
                    Premises to perform the adaptation work therein (in
                    circumstances where the Leased Premises are ready for
                    the start of the execution of adjustments and
                    adaptation) after July 15, 1996, will constitute a
                    material breach of this Agreement, entitling the Lessee
                    to cancel the Agreement by way of written notice.
                    Should the Lessee fail to exercise this right up to the
                    time the breach is cured, excluding the default, this
                    will be deemed to be a pardon by the Lessee of such
                    breach, save and except for the daily compensation
                    specified in sub-clause 17.1.5.

      17.2 In every case in which the Lessee requests the Lessor to effect
           alterations and additions to the Leased Premises, over and above
           the matters stipulated in Appendices A, B and C, prior to the
           start of the Period of Lease, the provisions of Clause 17.2 to
           17.4 below will apply:

           17.2.1   The Lessee will apply to the Lessor with a written
                    request for the Lessor to perform alterations for it.
                    As detailed as possible a specification of alterations
                    and additions shall be attached to the request
                    (hereinafter: "THE ALTERATIONS").

           17.2.2   The Lessor will be entitled, in its sole and absolute
                    discretion, to accept the Lessee's request and to
                    cause, through itself and/or through third parties, the
                    execution of the Alterations, in whole or in part, at
                    prices to be fixed by it.  The Lessor shall cause the
                    execution of such Alterations after the Lessee has
                    confirmed to the Lessor, by its signature, that it
                    agrees to the prices proposed, and that it agrees to
                    the estimated time for the performance thereof, which
                    shall be notified to it by the Lessor.

                    Without derogating from the generality of the
                    foregoing, the Lessee declares that it is aware that
                    the Lessor is likely to restrict its consent to
                    execution of Alterations in the Leased Premises in a
                    manner that its total investment in the Building
                    (including the Alterations) will not exceed the total
                    grant given to the Lessor by the Investment Center.

           17.2.3   The Lessee undertakes to obtain all the approvals and
                    permits required and/or which may be required from the
                    competent authorities for purposes of executing the
                    Alterations.

           17.2.4   All the Alterations will, for all intents and purposes,
                    be deemed to be part of the Leased Premises and will be
                    the sole property of the Lessor without any
                    consideration being given by the Lessor, and the fact
                    that they will be left with the Lessor shall not be
                    construed and shall not be deemed under any
                    circumstances to be payment of key money or a
                    contribution.

           17.2.5   The Lessee shall furnish the Lessor with a security
                    note to secure the payment referred to in Clause 17.3.2
                    below, together with the application for execution of
                    the Alterations.

           17.2.6   Nothing contained above in this clause shall prevent
                    the Lessor, in its sole discretion, from stipulating
                    and demanding additional conditions as a pre-condition
                    for granting its consent to execute the Alterations.

      17.3 17.3.1   Where the Alterations mentioned in Clause 17.2 have
                    been executed, the rentals (as referred to in Clause 9
                    above) will be changed and will increase by a rate of
                    10.0% (ten percent) per annum of the price fixed as the
                    price for executing the Alterations in accordance with
                    the provisions of Clause 17.2.2 above.  The Lessee
                    shall furnish the Lessor with updated promissory notes
                    in accordance with the provisions of Clause 14 above.

           17.3.2   At the end of the Period of Lease, the Lessee shall pay
                    the Lessor the price fixed as the price for executing
                    the Alterations, together with linkage differentials to
                    the index from the date of ordering the work and up to
                    the date of actual payment, less the payments which
                    have been paid as stated in Clause 17.3.1.

      17.4 In the event that execution of the Alterations referred to in
           Clause 17.2 above should cause a postponement in the date
           specified in this Agreement for delivery to the Lessee of the
           Leased Premises, as stated in Clause 17.1 above, the Lessee will
           pay the Lessor the rentals and the remaining payments imposed on
           it pursuant to this Agreement, commencing from the date which was
           intended for delivery of the Leased Premises to the Lessee, as if
           the Lessee had actually received occupation of the Leased
           Premises.  In addition, the Lessee will not be entitled to
           compensation in respect of non-delivery of the Leased Premises on
           due date.

      17.5 17.5.1   The Lessee is not entitled to make any external change
                    and/or to add any constructional addition to the Leased
                    Premises or to the yard which belongs to the Leased
                    Premises or to the Land, nor to demolish parts thereof,
                    not to install or to remove electrical, water, sewerage
                    and any other type of installations (hereinafter: "THE
                    ADDITIONS AND CHANGES").

           17.5.2   Should the Lessee wish to perform any of the matters
                    mentioned in sub-clause 17.5.1 above, it shall apply to
                    the Lessor to obtain the Lessor's prior written
                    consent.  The greatest possible amount of detail shall
                    be set forth in the request describing what the
                    requested Additions and Changes are.

           17.5.3   If the Lessor has acceded to the Lessee's request as
                    mentioned in sub-clause 17.5.2 above, the following
                    provisions will apply:

                    a.  All the expenses in respect of the Additions and
                        Changes shall be borne by the Lessee.

                    b.  The Lessee undertakes to obtain all the approvals
                        and permits which are required and/or which may be
                        required from the competent authorities, at its
                        expense.

                    c.  The Lessor is entitled, in its sole discretion, to
                        instruct the Lessee as to whether the Additions and
                        Changes will remain, in whole or in part, after the
                        Lessee has left, or that the Lessee must restore
                        the Leased Premises to their condition prior to the
                        effecting of the changes. The Lessee will be
                        entitled to remove from the Building all the
                        movables it has brought into the Building.

                    d.  Without prejudice to the contents of Clause
                        17.5.3(c) above, any Change or Addition to the
                        Leased Premises, whether to the Building, to the
                        yard or to the Land, shall for all intents and
                        purposes be deemed to be part of the Leased
                        Premises, and will be the sole property of the
                        Lessor without any consideration from the Lessor,
                        and the fact that they will be left in the
                        possession of the Lessor shall not be deemed to be
                        payment of key money or as a contribution.

                    e.  The Lessor undertakes to indemnify the Lessee in
                        respect of any damage which may be caused to the
                        Leased Premises and/or to the Lessee by virtue of
                        the execution of the changes and alterations by the
                        Leased Premises (sic! u Lessor).

                    f.  Nothing in the foregoing shall prevent the Lessor
                        from stipulating additional conditions for giving
                        its consent pursuant to sub-clause 17.5.2 above.

                    g.  The contents of the sub-clauses of this sub-clause
                        17.5.4 shall also apply to internal alterations
                        (the execution of which does not require the issue
                        of a building permit) in the Leased Premises for
                        the execution of which the Lessee is not obliged to
                        obtain the Lessor's permission.

           17.5.4   a.  The Lessor declares that the Lessee has requested
                        the execution of Additions and Changes prior to
                        delivery of occupation of the Leased Premises as
                        stated in Clause 17.1.3 above, for purposes of
                        adapting the Leased Premises to the Lessee's needs,
                        and that the Lessor has agreed and does agree to
                        the changes which have been conveyed to it by the
                        Lessee (hereinafter in this sub-clause 17.5.4 u
                        "THE ADJUSTMENTS"), and that without derogating
                        from the generality of the contents of Clauses
                        17.5.2 and 17.5.3 above, the Lessee will be
                        entitled to enter the Leased Premises commencing
                        from April 1, 1996, for purposes of performing the
                        Adjustments by it, in a situation that the Leased
                        Premises are ready for the commencement of
                        execution of the Adjustments as described in
                        Appendix A to this Agreement.

                        Should the due date for delivery of occupation, as
                        set forth in sub-clause 17.1.4 above, be postponed,
                        the date specified above shall be postponed by a
                        period equivalent to the duration of the
                        postponement.

                    b.  For the avoidance of doubt it is hereby clarified
                        that the Lessor's consent to the execution of the
                        Adjustments by the Lessee shall not confer any
                        right in the Leased Premises on the Lessee,
                        including, and without derogating from the
                        generality of the foregoing, the fact that the
                        Lessee will not be entitled to operate the Leased
                        Premises, and the status of the Lessee up until
                        delivery of occupation of the Leased Premises as
                        stated in Clause 17.1.3 above, shall be that of a
                        licensee only.

                    c.  Subject to the condition that the Leased Premises
                        will be delivered to the Lessee by not later than
                        April 1, 1996, as prescribed in the appendices to
                        this Agreement, the Lessee will pay the Lessor the
                        rentals and the remaining payments imposed on it
                        pursuant to this Agreement, commencing from the
                        date of delivery of occupation, as though it has
                        received the Leased Premises into its actual
                        possession.

                        In addition, the Lessee will not be entitled to
                        receive compensation in respect of the non-delivery
                        of the Leased Premises on due date.

 18.  ALTERATIONS WITHOUT THE LESSOR'S CONSENT

      18.1 Should the Lessee make changes without the Lessor's consent, then
           without this constituting consent on the part of the Lessor to
           the execution thereof, and without prejudice to the Lessor's
           remaining rights and remedies available to it pursuant to this
           Agreement and/or according to law, the Lessor may, in its sole
           discretion, instruct the Lessee to remove same, in whole or in
           part, within a time to be specified by the Lessor, or may
           instruct that the changes and additions shall remain, in whole or
           in part, after the Lessee leaves, or may instruct the Lessee to
           restore the Leased Premises to the condition in which they were
           prior to the execution of the changes, or may hold the Lessee
           liable for the cost of restoring the Leased Premises to the
           condition in which they were prior to the execution of the
           changes.

      18.2 Without derogating from the contents of Clause 18.1 above, any
           change or addition to the Leased Premises will be the sole
           property of the Lessor, without any consideration by the Lessor,
           and the fact that they are left in the possession of the Lessor
           shall not be construed as payment of key money or as a
           contribution.

      18.3 Without prejudice to the foregoing, where the Lessee has made
           additions and/or changes, without the Lessor's prior written
           consent, the Lessor may, in its sole discretion, prevent the
           execution of the change or the addition at any time, and may
           remove or demolish any change or addition or part thereof, all at
           the Lessee's expense.

      18.4 The Lessee will be entitled to install a commercial signboard/s
           in the Leased Premises, subject to prior coordination and receipt
           of the Lessor's prior consent with regard to the size thereof and
           the location of the signboard/s, and subject to obtaining all the
           requisite permits.

 19.  NON-RELIANCE ON PROMISES

      The Lessee confirms that it has taken the Leased Premises on hire
      generally, and for the purposes of the lease in particular, on the
      strength of its own inspections, and on its responsibility, and
      without having relied on representations and/or promises from the
      Lessor, save and except the representations expressly mentioned in
      this Agreement.  The Lessee hereby releases the Lessor from all
      responsibility to the Lessee in connection with the letting of the
      Leased Premises and the possibility of operating the Lessee's business
      therein, and hereby waives any allegation and claim in connection
      therewith as against the Lessor.

 20.  INSURANCE

      20.1 Insurance by the Lessor:

           20.1.1   The Lessor shall procure a policy/ies for the insurance
                    of the Building which will cover the Leased Premises
                    against all the possible risks, including perils of
                    fire, explosion, electricity, earthquake, malicious
                    damage, civil commotion, strikes, storm, tempest, flood
                    and water damage, breakage and burglary, aircraft,
                    impact and extensions to third party insurance risks
                    and insurance of loss of income (loss of rentals), all
                    in the Lessor's sole discretion.  The Lessee hereby
                    agrees that the policies will contain provisions with
                    regard to a waiver by the insurance company of a right
                    of subrogation against the Lessor and/or the Lessee or
                    any of their employees.

                    The insured and the beneficiary under the policy will
                    be the Lessor. The sum insured will be an amount which
                    is not less than the value of the Building, in the
                    Lessor's sole discretion, and the same shall apply with
                    regard to the value of the other risks insured.

           20.1.2   The Lessee shall pay the Lessor such amount as the
                    Lessor will pay as an insurance premium in respect of
                    the policy mentioned in this clause, within seven (7)
                    days from the time the Lessor's demand is served on it.
                    In the event that the Lessee is able to procure an
                    insurance policy providing identical insurance cover to
                    the policy chosen by the Lessor, the premium for which
                    is cheaper by more than 10% than the premium pursuant
                    to the policy chosen by the Lessor, insurance of the
                    Building shall be effected under the cheaper policy,
                    all subject to the condition that there are no doubts
                    with regard to the solvency of the cheaper insurer.

           20.1.3   The policy shall be renewed and/or a new policy shall
                    be procured by the Lessor, at the end of each year of
                    lease, and the Lessor shall be entitled to update the
                    amounts of the policy in its sole discretion, and the
                    provisions of sub-clause 20.1.2 shall apply each time
                    the policy is renewed and/or a new policy is taken out.

      20.2 Insurance by the Lessee:

           Without derogating from the Lessee's responsibility pursuant to
           this Agreement and according to any law, the Lessee shall effect
           and maintain throughout the entire Period of Lease, the following
           insurances with a duly authorized and reputable insurance
           company.

           20.2.1   Property insurance which covers the contents of the
                    Leased Premises and the business and operations of the
                    Lessee in the Leased Premises, at their full value, on
                    a basis that the insurance values will be updated from
                    time to time in accordance with the value of the assets
                    insured, including inventory, furniture, equipment,
                    installations and systems which serve the Leased
                    Premises and/or are owned by the Lessee (whether within
                    the area of the Leased Premises or outside it), as well
                    as any repair, alteration, improvement, renovation and
                    addition to the Leased Premises which may be made by
                    the Lessee, against all the risks, including loss or
                    damage as a result of fire, smoke, lightning,
                    explosion, earthquake, storm and tempest, flood, civil
                    commotion, strikes and malicious damage, damage by
                    vehicles, damage by aircraft, accidental damage,
                    breakage of glass, mechanical breakdown, damage by
                    liquids, and burglary.

           20.2.2   Insurance of consequential damage and loss of profits
                    to the Lessee, at the full value thereof, as a result
                    of a loss or damage to the property of the Lessee
                    and/or to the Leased Premises, against all the risks
                    mentioned in Clause 20.2.1 above.

           20.2.3   Third party liability insurance which covers the
                    Lessee's liability in respect of any bodily damage
                    and/or injury and/or damage to property of any person
                    and/or any entity, including to customers, to visitors
                    and to any other third party, which are caused due to
                    the occupation of the Leased Premises and the use
                    thereof by the Lessee, with limits of liability of not
                    less than $1,000,000 (one million dollars).

                    The insurance will not be subject to any limitation
                    with regard to liability arising from fire, explosion,
                    panic, hoisting, loading and off-loading apparatus,
                    defective sanitary installations, and claims by the
                    National Insurance Institute.

           20.2.4   Employers liability insurance with the maximum standard
                    limits of liability as are customary at the time the
                    insurance is effected or at the time of the renewal
                    thereof, but not less than $1,000,000 (one million
                    dollars), which covers the Lessee vis-a-vis its
                    employees and/or persons engaged by it or on its behalf
                    in connection with any physical damage or death caused
                    to them in the course of and as a result of their
                    employment.

                    Such insurance shall not be subject to any limitation
                    with regard to contractors, sub-contractors and their
                    employees or the employing of juveniles.

           20.2.5   Contractors insurance in connection with all the
                    renovation and adjustment work which will be performed
                    in the Leased Premises, if same are to be performed by
                    the Lessee, which shall include third party liability
                    in limits of liability of not less than $500,000 (five
                    hundred thousand dollars) per plaintiff, and employers
                    liability insurance with limits of liability as
                    mentioned in Clause 20.2.3 above.  The insurance shall
                    expressly contain cover for damage caused to nearby
                    property and to property on which work is being done.

      20.3 The following provisions shall apply to the insurance policies to
           be taken out by the Lessee:

           20.3.1   In all the policies mentioned in Clause 20.2 above, the
                    Lessor shall be an insured jointly with the Lessee, and
                    it shall be expressly mentioned that the insurer waives
                    any rights of subrogation as against the Lessor and/or
                    the management company, if any, except in respect of
                    damage maliciously caused by them.

  (8644)

           20.3.2   The insurance effected pursuant to Clause 20.2.3 shall
                    be extended to indemnify the Lessor and/or the
                    management company in respect of liability for the
                    Lessee's acts and/or omissions, subject to a cross-
                    liability clause pursuant to which the insurance will
                    be deemed to have been effected separately for each of
                    the individual parties who make up the insured.

           20.3.3   The Lessee's insurance policies shall contain an
                    express provision to the effect that they rank ahead of
                    any insurance effected by the Lessor and/or by the
                    management company (if any).

           20.3.4   The Lessee's insurance policies shall contain an
                    express provision to the effect that the insurance
                    cover pursuant thereto will not be reduced and will not
                    be canceled during the Period of Lease without the
                    Lessor being given notice to that effect by registered
                    mail at least 30 days in advance.

           20.3.5   The Lessee undertakes to update the sum insured in the
                    insurance policies effected pursuant to Clause 20.2.1
                    above, from time to time, so that it reflects the real
                    value of the insured property, and to comply
                    meticulously with all the provisions of the policies
                    and to pay the premiums on due date.

           20.3.6   The Lessee shall furnish a certificate from its insurer
                    confirming that the Lessee's insurance policies have
                    been effected prior to opening its business in the
                    Leased Premises, as well as a certificate regarding the
                    updating and extension of the insurance policies in
                    advance of the end of each year of insurance during the
                    Period of Lease.

           20.3.7   The Lessee hereby releases the Lessor and/or anyone on
                    the Lessor's behalf from any liability for loss and/or
                    damage in respect of which the Lessee is entitled to
                    compensation and/or indemnity in accordance with the
                    insurance policies described above.


 21.  ABSENCE OF UNDERTAKING FOR REINSTATEMENT OF THE LEASED PREMISES OUT OF
      THE INSURANCE COMPENSATION

      The Lessee confirms that the Lessor has expressly notified it that
      upon the occurrence of an insurance event to the Leased Premises
      and/or part thereof, the Lessor does not undertake to reinstate the
      Building.

 22.  LIABILITY FOR DAMAGE:

      22.1 The Lessor will not bear any liability, and in particular nothing
           contained in this Agreement shall impose liability of any sort on
           the Lessor, for bodily damage and/or damage to the property of
           the Lessee, its employees, representatives, visitors, invitees
           and/or any third party, which may be caused in the Leased
           Premises, in the common property (as defined in Clause 16.5
           above), in the surrounds thereof, on the way to the Leased
           Premises, whether same is caused in connection with the
           occupation of the Leased Premises and/or the use and/or non-use
           thereof and/or by and/or in connection with the operation or non-
           operation of the Lessee's business (partially or completely), or
           due to any other reason, except a negligent or willful act or
           omission on the part of the Lessor which is not covered by the
           insurance policy.

      22.2 "The Lessor" in this clause includes the Lessor, its employees,
           agents, emissaries and anyone acting on its behalf, and none of
           such parties will be responsible for damage of any sort as
           mentioned in Clause 22.1 above.

      22.3 The Lessee hereby assumes full responsibility in respect of any
           form of damage as described in Clause 22.1 above, and it will
           bear full liability for all the damages described above, and
           without derogating from the generality of the foregoing, for any
           damage caused to the Leased Premises, save and except for damage
           which may be caused as a result of the Lessor's acts and/or
           omissions.

      22.4 The Lessee undertakes to indemnify the Lessor and to hold the
           Lessor harmless in respect of any claim, obligation, expense,
           damage or loss which may be incurred by the Lessor in connection
           with or in respect of claims or demands as aforesaid, including
           court costs and attorney's fees.  The Lessor shall notify the
           Lessee within 7 days from the date of receipt of the claim by it
           and will allow the Lessee's attorney to represent the Lessor in
           the claim.

 23.  USE OF THE LEASED PREMISES

      Without prejudice to the force and effect of the remaining provisions
      of the Agreement, the Lessee undertakes:

      23.1 To use the Leased Premises solely for the purpose of the lease
           and not for any other purpose.  Use of the Leased Premises for a
           purpose which differs from the aforesaid purpose shall constitute
           a material breach of this Agreement.

      23.2 To maintain the cleanliness of the Leased Premises and the common
           property, as defined in Clause 16.5 above, and not to place food
           products, tools, crates, articles, junk and other movables
           outside the Leased Premises, and not to cause any nuisance,
           disturbance and unpleasantness for persons in or visiting the
           region in which the Leased Premises are located, and to be
           responsible to the governmental and municipal institutions and
           authorities for the payment of any fines as a consequence of the
           non-compliance with the provisions of this clause.

      23.3 At its expense to comply with all provisions of the law,
           regulations or requirements which may be issued by the competent
           authorities in connection with the use of the Leased Premises and
           the common property as defined in Clause 16.5 above, including
           compliance with all the sanitation and hygiene directives and/or
           which are connected with the environment and the prevention of
           nuisances.

      23.4 To conduct the work solely within the confines of the Leased
           Premises, in a manner which does not constitute a public nuisance
           or disturbance to neighbors and to the environment.

      23.5 For purposes of access to the Leased Premises to make use solely
           of the proper ways of access that exist at present and will exist
           in the future, to park cars and transportation vehicles at the
           places designated for that purpose, and not to make use of any
           motorized or other vehicle likely to damage ways of access and
           parking surfaces.

      23.6 To make prompt and exact payment of all the payments due from it
           to the Lessor and/or to the competent authorities, on the dates
           specified for the payment thereof.

      23.7 To allow the Lessor and/or its representative to visit the Leased
           Premises at any reasonable time, and to inspect the condition
           thereof and the use being made thereof, in order to ascertain the
           extent to which the provisions of this Agreement are being
           fulfilled and/or in order to perform the operations and take the
           steps stipulated in this Agreement or in any law, which
           necessitate entry into the Leased Premises.

      23.8 To comply with the directives of the Lessor and/or directives of
           the competent authorities connected with fire fighting
           arrangements and procedures and the prevention of fires, the
           Civil Guard, safety and security, and at its expense and in
           accordance with the instructions of the above-mentioned entities,
           to purchase any preventive equipment and safety equipment
           required for the implementation and the maintaining of the
           aforesaid directives, save and except for fire hoses and Civil
           Guard installations which are demanded from the Lessor at the
           time of construction of the Building pursuant to the approved
           plans for the Building in accordance with the adaptation thereof
           for the Lessee.

 24.  MAINTENANCE AND REPAIRS

      24.1 The Lessee undertakes to make careful and reasonable use of the
           Leased Premises and diligently to see to it that, throughout the
           entire Period of Lease, the Leased Premises and all the
           installations connected thereto, are in good and proper order,
           operative, tidy and clean.

      24.2 Without prejudice to the foregoing, the Lessee shall promptly and
           at its expense repair any damage or fault which may occur during
           the time the Lessee is in the Leased Premises and/or to any other
           installation connected in any manner with the Leased Premises,
           and in particular, but without derogating from the generality of
           the foregoing, any impairment to the external sides of the Leased
           Premises, which shall be repaired by and at the expense of the
           Lessee, within seven (7) days from the date on which it occurs,
           unless the repair requires a longer period of time.  The
           foregoing shall not apply to damage the repair of which is
           imposed on the Lessor as stated in sub-clause 24.4 below.

      24.3 Should the Lessee fail to comply fully with its obligation
           pursuant to Clauses 17.1 and 17.2 above, the Lessor will be
           entitled (but not obliged) itself to perform the maintenance and
           the repairs imposed on the Lessee, and the Lessee shall refund to
           the Lessor all the expenses incurred by the Lessor for such
           purpose, immediately upon the Lessor's first demand and in
           accordance with the details set forth in such demand.  The Lessee
           shall allow the Lessor and/or its representatives to enter the
           Leased Premises so as to perform the aforesaid repairs, but
           nothing contained in this sub-clause shall in any way derogate
           from the Lessee's obligation to perform the repairs in the Leased
           Premises itself.

      24.4 The Lessor shall repair damages which are due to reasonable wear
           and tear to parts of the Leased Premises, and the Building which
           has been constructed by the Lessor, and only such repairs, within
           a reasonable time from the date it was notified thereof by the
           Lessee in writing, including check-up period repairs and warranty
           repairs.  Repairs which are not of an urgent nature during the
           check-up period will be carried out at the end of that period.

      24.5 Should the Lessor fail to comply fully with its obligation
           pursuant to Clause 24.5 (sic! u 24.4) above, the Lessee will be
           entitled, but not obliged, itself to perform the repairs imposed
           on the Lessor, and the Lessor shall refund to the Lessee all the
           expenses incurred by the Lessee for such purpose, immediately
           upon the Lessee's first demand, and in accordance with the
           matters set forth in such demand.

 25.  PROHIBITION ON TRANSFER OR ENCUMBRANCE OF RIGHTS OR REGISTRATION

      25.1 The Lessee will not be entitled to make over and/or lease out the
           Leased Premises, or any portion thereof, and/or to transfer its
           right in the Leased Premises or any part thereof and/or to allow
           others to make use of the Leased Premises, or any part thereof,
           and/or to make any person a party to the occupation of the Leased
           Premises and/or the use thereof and/or any benefit therefrom,
           without obtaining the Lessor's prior written consent.  The Lessor
           will be entitled, on any reasonable grounds, to refuse the
           transfer or letting or encumbrance of any right conferred on the
           Lessor (sic!), in its sole discretion, but in cases in which the
           sub-tenant is an approved industrial enterprise the approved
           program of which includes the hiring of a property of the same
           type as the Leased Premises, and the operation of which will not
           cause any environmental or ecological damage or nuisance, the
           Lessor will agree to the sub-lease.  In such event the Lessee
           will remain bound to the Lessor in respect of all its obligations
           pursuant to this Agreement.

      25.2 The Lessee's rights pursuant to this Agreement, in whole or in
           part, may not be encumbered or pledged in any manner whatsoever,
           or with any ranking of priority.

 26.  LICENSING AND LICENSES

      26.1 The Lessor is not responsible to the Lessee for obtaining
           licenses or approvals from the competent authorities, which are
           required for the operation and conduct of the Lessee's business
           in the Leased Premises.  Under no circumstances shall the letting
           of the Leased Premises to the Lessee and/or the execution of
           Alterations to the Building be deemed to be a declaration or
           representation on the part of the Lessor to the effect that the
           Lessee will be granted licenses for operating the Leased Premises
           for the purposes of the lease.

           The Lessee hereby undertakes to obtain any license it requires
           and to see to it that its business is conducted in accordance
           with the license required by any municipal, governmental, local
           or other authority, all as the case may be.  Should an order
           prohibiting use be issued against the Lessee's business in the
           Leased Premises, the Lessee shall forthwith cease the prohibited
           use.

      26.2 The Lessee shall, throughout the Period of Lease, attend to the
           renewal of the licenses and the approvals which are acquired, so
           that the operation of the Leased Premises and the work therein
           shall be carried out in accordance with the provisions of any law
           pertaining thereto and in accordance with the terms and
           conditions of any license and/or directives and/or regulations
           which may be issued from time to time by any competent authority
           in relation to or in connection with the business conducted in
           the Leased Premises.

      26.3 Should the Lessee fail to commence its operations at the time of
           delivery of occupation, inter alia for the reason that it has not
           obtained a license required pursuant to this clause above, all
           the provisions contained in this Agreement shall apply to the
           Lessee and the failure to obtain such license shall not
           constitute a reason for the breach of any of the Lessee's
           obligations.

      26.4 In the event that any competent authority has made the issue of
           the license for the operation of the Lessee's business in the
           Leased Premises conditional upon the execution of alterations
           within the Leased Premises, the Lessee shall be obliged to
           request the Lessor's prior consent to the execution of any such
           alteration.  The Lessor may agree or not agree to any such
           alteration.  If the Lessor does agree to the alteration, same
           shall be performed by the Lessee at its expense under conditions
           stipulated by the Lessor, to the extent that such conditions were
           stipulated.

      26.5 The Lessee hereby declares that it is conversant with its
           business and the conditions for the licensing thereof, and that
           prior to its signing this Agreement it was given the opportunity
           of examining, and that it did in fact examine, the suitability of
           the Leased Premises to the purpose of the lease and the
           possibility of obtaining a license or licenses which are required
           for operating the purpose of the lease in the Leased Premises as
           it stands, and that it found the Leased Premises to be suitable
           for the purposes of the lease.  The foregoing shall apply
           provided that the Lessor has not breached any of the conditions
           of the building permit and that for that reason the issue of the
           license to the Lessee was prevented.

 27.  EARLY VACATION

      27.1 If the Lessee should leave the Leased Premises prior to the end
           of the Period of Lease without the Lessor's express prior written
           consent, this will constitute a material breach of this
           Agreement.  In such event and also in the case of the Lessee
           vacating the Leased Premises at the Lessor's request as a result
           of the cancellation of the Lease Agreement by the Lessor by
           virtue of a breach of the Agreement on the part of the Lessee,
           then and in that event the Lessee shall pay the Lessor the
           monthly rentals and all the remaining payments for which it is
           liable pursuant to this Agreement (hereinafter: "THE PAYMENTS")
           until the end of the Period of Lease, as if it had continued to
           occupy and to use the Leased Premises.

      27.2 If the Lessor has let the Leased Premises to another tenant after
           the Lessee's leaving, the Lessee shall be released from paying
           the Lessor the Payments referred to in Clause 27.1 above to the
           Lessor commencing from the date of commencement of the Period of
           Lease of such other tenant, but under no circumstances shall the
           period for which the Lessee shall pay rentals, which it would
           have been obliged to pay to the Lessor had it continued to occupy
           the Leased Premises, be less than an additional six (6) months,
           with this being as cover for the Lessor's minimum damages that
           can be contemplated at present by virtue of vacation of the
           Leased Premises within the scope of a breach of this Agreement,
           the non-operation of the Leased Premises and the necessity for
           finding a substitute tenant.

           Without prejudice to the foregoing, if the Lessor has let the
           Leased Premises to another tenant for a period and/or at rentals
           which are lower than those specified in this Agreement, the
           Lessee will continue to pay the Lessor the difference between the
           lower rentals which will be payable to the Lessor by the other
           tenant, during the entire remainder of the Period of Lease
           pursuant to this Agreement.

      27.3 The Payments mentioned in Clause 27.1 and 27.2 will be deemed to
           be agreed pre-estimated liquidated damages, which properly
           reflect the Lessor's damages that can be foreseen at present, and
           they shall in no way derogate from the Lessor's right to claim
           from the Lessee any other remedy available to the Lessor
           according to law and/or pursuant to the provisions of this
           Agreement, and no allegation shall be entertained that the agreed
           damages pursuant to this clause derogate from the Lessor's right
           to any additional and/or other remedy and/or that the agreed
           damages are high and should be reduced.

      27.4 In the event of the cancellation of the Agreement by the Lessor,
           such cancellation shall not be deemed to apply to the provisions
           of this clause, unless otherwise expressly stated in the notice
           of cancellation.

 28.  VACATION OF THE LEASED PREMISES

      28.1 On the occurrence of one of the following events, the Lessee
           shall vacate the Leased Premises and restore possession thereof
           to the Lessor, in circumstances where the Leased Premises are
           free and vacant of any person and article (except equipment and
           accessories which belong to the Lessor), and where same are in
           good order and condition and intact, save and except for normal
           wear and tear due to reasonable use.

           28.1.1   The Period of Lease has come to an end on the date
                    specified in this Agreement u on that date.

           28.1.2   The Lease Agreement has been lawfully cancelled as
                    stated in Clause 29.2 below u on the date of vacation
                    as specified therein.

           28.1.3   The Lessee has committed a breach of this Agreement
                    which is not a material breach and has failed to cure
                    the breach after having been given an extension of time
                    in which to do so, and the Lessor has lawfully
                    cancelled the Agreement u at the time of vacation
                    pursuant to Clause 29.3

           28.1.4   An event has occurred which pursuant to this Agreement
                    and/or according to any law makes the Agreement void
                    and time for vacation of the Leased Premises applies u
                    within 14 days from the date of such event.

      28.2 Should the Lessee be late in vacating the Leased Premises and
           restoring possession thereof to the Lessor, contrary to the
           provisions of this Agreement, the Lessee shall pay an amount
           which will be equivalent to $500 (five hundred dollars) per day
           in respect of each day of delay in vacation, or part thereof,
           without this prejudicing the Lessor's rights to other and
           additional remedies pursuant to this Agreement and/or according
           to any law.

      28.3 The payment pursuant to Clause 28.2 shall be deemed to agreed
           pre-estimated liquidated damages, and as properly reflecting the
           Lessor's damages that can be foreseen at present, and no argument
           shall be entertained that the agreed damages pursuant to the
           aforesaid Clause 28.2 derogate from the Lessor's right to any
           other and/or additional relief.

      28.4 Should the Lessor obtain grounds for eviction, the Lessor shall
           be entitled to employ self-relief, to enter the Leased Premises,
           to break the Lessee's locks and physically to evict the Lessee
           and its effects, without any responsibility and/or obligation for
           safe-keeping being imposed on the Lessor in consequence thereof.

      28.5 All the expenses the Lessor may incur for purposes of having the
           Leased Premises vacated, including, but without prejudice to the
           generality of the foregoing, legal expenses and attorney's fees,
           in an amount in real terms (against the presentation of receipts)
           shall be borne by the Lessee and shall constitute a debt by the
           Lessee to the Lessor.

      28.6 In the event of a cancellation of the Agreement by the Lessor,
           such cancellation shall not be deemed to apply to the provisions
           of the sub-clauses of this Clause 28, unless otherwise expressly
           stated in the notice of cancellation.

 29.  BREACH OF THE AGREEMENT, REMEDIES AND RELIEF:

      29.1 Any of the following acts or failures to act will be deemed to be
           a material breach of the Agreement by the Lessee, with this being
           in addition to any other provision in this Agreement in which it
           is stipulated that the breach of such provision constitutes a
           material breach of this Agreement:

           29.1.1   Default in payment of the monthly rentals, including
                    the dishonor of a promissory note given in accordance
                    with this Agreement, for more than 7 days.

           29.1.2   A breach of the provisions of Clause 25 above.

           29.1.3   The execution of additions and/or alterations to the
                    Leased Premises contrary to the provisions of this
                    Agreement, provided that an extension of time has been
                    given to the Lessee of 14 days in order to cure the
                    breach, and the Lessee has failed to cure the breach
                    within such time.

           29.1.4   An arrangement with creditors in accordance with
                    Section 233 of the Companies Ordinance (New Version),
                    5723-1983, made by the Lessee, the grant of a
                    provisional and/or permanent order of liquidation
                    against the Lessee and/or its assets and/or the
                    appointment of a provisional and/or permanent receiver
                    for the Lessee and/or its assets and/or the appointment
                    a provisional or permanent trustee in bankruptcy for
                    the Lessee, and such proceedings have not been set
                    aside within 30 days.

           29.1.5   The Lessee has operated the Leased Premises other than
                    for the purposes of the lease or has operated same
                    and/or made use thereof for other purposes.

           29.1.6   Attachments have been imposed on the Lessee's rights in
                    and to the Leased Premises, and the Lessee has not had
                    such attachments set aside within 45 days from the date
                    on which they were imposed.

      29.2 Should the Lessee commit such material breach, the Lessor will be
           entitled, without prejudice to any other and/or additional remedy
           available to it according to this Agreement and/or according to
           any law, to cancel the Agreement, and the Period of Lease will
           terminate on the date of the Lessor's notice of cancellation.

           If no date for vacation is specified in the Lessor's notice, the
           date for vacation will be within 21 days from the notice of
           cancellation, and the Lessor hereby undertakes to vacate the
           Leased Premises accordingly.

      29.3 If the Lessee has committed a breach of the Agreement which is
           not a material breach, the Lessor may notify the Lessee that if
           the Lessee does not cure the breach within a time specified in
           the notice, then this Agreement will be null and void, or that
           the Lessor will cancel the Agreement in consequence thereof.
           Should the Lessee fail to cure the breach within the time
           specified by the Lessor in the notice to the Lessee, and the
           Agreement has been cancelled, the provisions of Clause 29.2 above
           shall apply, mutatis mutandis.

 30.  GUARANTEES AND COLLATERAL SECURITY

      30.1 As security for vacation of the Leased Premises, payment of all
           the Payments for which the Lessee is liable, and fulfillment of
           all the Lessee's remaining obligations as set forth in this
           Agreement, including payment of agreed damages and/or
           compensation which has not been agreed, the Lessee shall deliver
           to the Lessor, at the time of signing of this Agreement, and in
           accordance with the Lessor's permission in writing, not later
           than within seven days from the date of signing of this
           Agreement, as a fundamental and material undertaking by the
           Lessee, the following collateral:

           30.1.1   An autonomous bank guarantee in favor of the Lessor,
                    linked to the Consumer Price Index, to be valid for up
                    to 90 days after the end of the Period of Lease, for
                    the amount of rentals in respect of six (6) months.

           30.1.2   Five (5) promissory notes signed by the Lessee, in an
                    amount of NIS 60,000 each, plus linkage differentials
                    and V.A.T.  The due date for each promissory note will
                    be left blank and the Lessor will be entitled to insert
                    the due date of payment in its discretion, in
                    accordance with the provisions of this Agreement.
                    Nothing in the foregoing shall derogate from the
                    Lessor's right to institute legal proceedings for the
                    execution of any promissory note as described above.

      30.2 The giving of collateral pursuant to this Agreement and/or the
           realization thereof shall not constitute any form of waiver by
           the Lessor of its right to other remedies against the Lessee, or
           its right to obtain payment from the Lessee in any other manner,
           whether these be remedies spelled out in the body of the
           Agreement or are remedies available to the Lessor by virtue of
           any law in force at the time of signing of the Agreement, or
           which may be in force in Israel at the time of the breach.

 31.  PROHIBITION ON LESSEE'S REPRESENTATION

      31.1 Nothing contained in this Agreement and/or the conduct of the
           parties pursuant to this Agreement shall be construed as
           empowering the Lessee to appear in the name of the Lessor, or on
           its behalf, or as conferring on the Lessee the status of a
           representative of the Lessor in any matter whatsoever.

      31.2 The employees of the Lessee shall not be deemed to be employees
           of the Lessor under any circumstances and for any purpose.

 32.  EQUIPMENT AND CHATTELS

      Upon its vacating of the Leased Premises, the Lessee will be entitled
      to take with it all equipment and chattels it has brought into the
      Leased Premises, as well as elements which are capable of being
      dismantled.  The Lessee will not be entitled to take articles which
      are affixed to the Leased Premises and the dismantling of which will
      leave a void or defect in the Leased Premises.

 33.  ASSIGNMENT OF THE LESSOR'S RIGHTS

      33.1 The Lessor is entitled to transfer and/or assign and/or let out
           and/or encumber its rights pursuant to this Agreement to any
           third party, provided that the Lessee's rights under this
           Agreement are not adversely affected.

      33.2 This Agreement shall inure to the benefit of be binding on the
           heirs of the Lessor and/or its successors-in-title.

 34.  NON-APPLICABILITY OF THE PROVISIONS OF THE HIRE AND LOAN LAW

      The provisions of the Hire and Loan Law will not apply to this
      Agreement.

 35.  DEVIATION OR WAIVER

      35.1 Should any party fail immediately to exercise its rights stemming
           from this Agreement or any part thereof, such non-exercise will
           not be deemed to be a waiver, acquiescence or admission by such
           party, and it will be entitled to such rights at any time it may
           deem fit.

      35.2 The agreement by a party to deviate from the terms and conditions
           of this Agreement in a particular instance, or series of
           instances, shall not constitute a precedent and no like treatment
           shall be inferred therefrom in respect of any similar or other
           occurrence in the future.

      35.3 In every case the Agreement is cancelled or comes to an end, all
           those provisions of this Agreement which, by their nature, apply
           also after the end of the period of the Agreement or the
           cancellation thereof, shall continue to apply, even if not
           otherwise expressly stated in the clause itself.

 36.  EXPENSES FOR DRAWING THE AGREEMENT

      The expenses for stamping this Agreement, copies hereof and any other
      document connected herewith (including promissory notes) shall be
      borne by the Lessee.

 37.  MANAGEMENT AGREEMENT

      37.1 If the Building in which the Leased Premises are located is
           managed by a management company, the Lessee shall sign a
           management agreement which will be in a usual and reasonable text
           for buildings of the same type as the Building.

      37.2 A breach of any of the provisions of the management agreement
           shall be deemed to be a breach or a material breach, as the case
           may be, of this Agreement.

      37.3 The Lessor shall be entitled at any time to provide the usual
           services and to manage the Building in which the Leased Premises
           are located through a management company.  In such event the
           Lessee undertakes to sign a management agreement which will be
           drawn up and to pay the management charges, provided that the
           current management charges shall not exceed the actual cost of
           the management expenses plus 15%.

      37.4 The Lessor undertakes to incorporate the provisions of this
           Clause 37 also with other tenants who will sign lease agreements
           in the Building at a date subsequent to the date of signing of
           this Agreement.

 38.  GRANT OF EXCLUSIVITY FOR PURPOSES OF USING THE LEASED PREMISES

      38.1 The Lessor is entitled to grant various tenants of other leased
           areas in the Building an exclusive right to conduct or operate a
           particular business in the leased area.  Such right, whether
           given in writing to other tenants or given in writing to the
           Lessee, is a provision in favor of a third party and shall confer
           an independent right of action on a person aggrieved on grounds
           of the right of exclusivity being violated by the Lessee or by an
           unspecified tenant.

      38.2 Use of the Leased Premises other than for the purposes of the
           lease is likely to constitute an infringement by the Lessee of
           the right of exclusivity of another tenant and will constitute a
           material breach of this Agreement.  Notwithstanding the
           foregoing, no obligation shall be imposed on the Lessor with
           regard to enforcement of the right of exclusivity of any other
           tenant or of the Lessee itself, if the Lessee has been granted a
           right of exclusivity.

      38.3 Should the Lessee have made use of the Leased Premises other than
           for the purposes of the lease and have infringed the right of
           exclusivity of another tenant, the Lessee shall compensate the
           Lessor in respect of any damage and/or expense of whatsoever
           nature incurred by the Lessor as a result of the Lessee's acts.

      38.4 A right of exclusivity shall be deemed to have been granted to
           the Lessee only if given separately, in an express written
           document.  Where a right of exclusivity has been granted to the
           Lessee in the scope of a signed appendix to this Agreement, the
           exclusivity shall be construed in the narrowest possible way so
           that it does not impair the freedom of employment or engagement
           of others.  Definition of the purpose of the lease shall under no
           circumstances constitute the grant of a right of exclusivity.

 39.  AMENDMENTS TO THE AGREEMENT

      Any alteration and/or amendment to the Agreement shall be done solely
      in an express written document signed by the parties to this
      Agreement.  No contention that the parties have altered this Agreement
      by their conduct shall be entertained, nor shall any evidence to that
      effect be adduced or accepted.

 40.  WAIVER OF RIGHT OF SET-OFF

      The Lessee hereby fully and irrevocably waives any right of set-off it
      may have as against the Lessor and undertakes not to set off any
      amount on any grounds whatsoever against the rentals that are due to
      the Lessor and/or against any other payment the Lessee may owe to the
      Lessor.  The contents of this clause shall in no way prejudice the
      Lessee's entitlement to any such amount.

 41.  NOTICES AND WARNING NOTICES

      Any notice or warning notice which is sent by one party to the other
      in connection with this Agreement shall be sent by registered post, or
      shall be delivered by hand, according to the addresses of the parties
      set forth at the head of this Agreement (or any other address in
      respect of which suitable written notice is given), and such notice or
      warning notice shall be deemed to have been delivered to the addressee
      upon the actual delivery thereof if delivered by hand, and within 72
      hours from the time of its delivery for posting by registered post,
      with advice of receipt confirmation, if sent by post in Israel.  The
      address of the Lessee shall also be at the Leased Premises themselves.

            IN WITNESS WHEREOF THE PARTIES HAVE HEREUNTO SIGNED:


          ( - )                                     ( - )
          E.S.C                    Mario Laznik Industrial Buildings Ltd.
 ------------------------          --------------------------------------
        The Lessee                              The Lessor


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