Exhibit 10.31

                        UNPROTECTED LEASE AGREEMENT

        Made and entered into at Haifa on the 19th day of March 1998

 BETWEEN:  SCAN GROUP YOKNEAM LTD.
           of 66 Hahistadrut Street, Haifa Bay
           (hereinafter: "THE LESSOR")                      of the one part


 AND:      E.S.C. MEDICAL SYSTEMS LTD.
           P.O. Box 240 Yokneam 20692
           of Industrial Park Yokneam,
           (hereinafter: "THE LESSEE")                    of the other part


 WHEREAS   The Lessor has a capitalized Development Contract with the Israel
           Lands Administration, which permits it to construct a building on
           a parcel of land located in Yokneam, which is known, pursuant to
           Detailed Plan 163/BT/C, as Plot 3 in Parcel/portion of Parcels
           12, 13 Block 11495 (hereinafter: "THE LAND"); and

 WHEREAS   Photocopies of the Development Contract and the regulations of
           the Town Planning Scheme are attached to this Contract as an
           integral part hereof, marked "A" and "B" respectively.

 WHEREAS   The Lessor intends to exercise and effectuate the Development
           Contract and to construct a building on the Land in accordance
           with a sketch and the alterations plan attached hereto
           (hereinafter: "THE BUILDING") which the Lessor designates for the
           high-tech industry; and

           A copy of the sketch and the alterations plan is attached hereto
           as an integral part of this Contract and is marked "C".

 WHEREAS   The Lessee wishes to take the leased premises, as hereinafter
           defined, on hire from the Lessor and the Lessor wishes to let
           same to the Lessee, without the Tenants Protection Law
           (Consolidated Version) 5732-1972 applying to the lease of the
           leased premises created pursuant to this Contract, and without
           the Lessee being a protected tenant within the meaning of the
           aforesaid law and/or any legislation likely to confer on it such
           status, and subject to the conditions of this Agreement below;
           and

 WHEREAS   The Lessor agrees to let the leased premises to the Lessee as
           aforesaid and there is no bar or impediment to either party
           contracting under this Agreement;


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


 1.   PREAMBLE

      The preamble to this Contract and the appendices attached hereto
      constitute an integral part hereof.

 2.   INTERPRETATION

      2.1  The headings to clauses in this Contract have been inserted for
           the convenience of reading only.  They do not form part of the
           Contract and shall not be used for purposes of the interpretation
           hereof.

      2.2  Everything stated in the singular also includes the plural, and
           vice versa, and everything in the masculine gender includes the
           feminine, unless a different meaning is to be inferred from the
           context.

      2.3  Unless the context otherwise dictates, the words set forth below
           shall, in this Contract, have the meanings set opposite them:

           "THE LEASED PREMISES" -- the entire area of the Building and
           everything that may be built by the Lessor on the Land.

 3.   PERIOD OF LEASE, PURPOSE THEREOF AND NON-APPLICABILITY OF TENANTS
      PROTECTION LAWS

      3.1  PERIOD OF LEASE

           3.1.1     The Lessor hereby lets the Leased Premises to the
                     Lessee and the Lessee hereby takes the Leased Premises
                     on hire from the Lessor for a period of 9 years and 11
                     months, commencing from April 1, 1999 and terminating
                     on February 28, 2009 (hereinafter: "THE PERIOD OF
                     LEASE").

                     It is agreed that at such time the Leased Premises
                     will be in a state of delivery to the Lessee only as
                     an envelope in accordance with the technical
                     specification (hereinafter: "THE SPECIFICATION") which
                     is attached as an appendix to this Contract.

                     The Specification is attached as an integral part of
                     this Contract, marked "D".

                     If for any reason, which is not the result of delays
                     connected with the Lessee and/or arising from acts
                     and/or omissions of the Lessee, the aforesaid date of
                     delivery should be postponed, so that the date of
                     termination of the Period of Lease will be at the end
                     of 9 years and 11 months from the date the Leased
                     Premises are ready for delivery in the condition of an
                     envelope, as aforesaid, or will be postponed for the
                     duration of the period of delay which was caused
                     (hereinafter: "THE EXTENDED DATE"). [Translator's
                     note: this is how the clause reads in the original.]

           3.1.2     The Lessee hereby undertakes to use the Leased Premises
                     for current business activity and will, throughout the
                     entire Period of Lease conduct a business in the Leased
                     Premises the purpose of which is as described below.


           3.1.3     Should the Lessee cease the use of the Leased Premises,
                     or vacate the Leased Premises prior to the end of the
                     Period of Lease, this will not have the effect of
                     releasing the Lessee from fulfilling its full
                     obligations, including payment of rentals and the
                     remaining payments it is obliged to pay pursuant to
                     this Contract, up to the end of the Period of Lease.

                     Should the Lessee request to bring a substitute tenant
                     in its place, it will be obliged to obtain the
                     Lessor's consent to the identity of the substitute
                     tenant. In the event that the substitute tenant is a
                     subsidiary under the control of the Lessee and/or an
                     affiliated company according to its definition at law,
                     the consent of the Lessor as aforesaid will not be
                     required.

                     The substitute tenant will be obliged to assume all
                     the Lessee's full obligations pursuant to this
                     Agreement and will be obliged to provide collateral
                     security for the due fulfillment of such obligations,
                     upon the Lessor's demand. In such event the Lessee
                     will be discharged from its obligations and its rights
                     pro rata to the portion of the property and the
                     collateral security the substitute tenant has
                     furnished to the Lessor.

                     The Lessor will not object to a sub-tenant moving into
                     the Leased Premises, provided that the Lessee remains
                     responsible for all its obligations pursuant to this
                     Contract.

           3.1.4     It is hereby agreed that the right is reserved to the
                     Lessor to be late in delivery of occupation and in the
                     start of the Period of Lease by 45 days, without any
                     compensation of any sort, in the event that the
                     Building and/or the Leased Premises are not ready in
                     accordance with the provisions of this Contract for
                     purposes of delivery to the Lessee.

           3.1.5     If the Lessor should be late in delivering occupation
                     by a period in excess of 45 days as mentioned above,
                     the Lessor will pay the Lessee agreed pre-estimated
                     absolute damages in an amount of 15,000 US dollars in
                     respect of each month of delay after such 45 days and a
                     proportionate payment in respect of a delay of part of
                     a month.

                     The parties regard the aforesaid amount of agreed
                     damages as the probable result of such delay, and they
                     undertake not to demand a change therein, upwards or
                     downwards, for any reasons and/or circumstances.

           3.1.6     Should the Lessor be late in delivering occupation for
                     a period which exceeds 7.5 months from the date of
                     delivery of occupation or from the Extended Date, the
                     Lessee will be entitled to cancel this Contract.

      3.2  PURPOSE OF THE LEASE

           The Lessee hereby takes the Leased Premises on hire for purposes
           of using it as a building for high-tech industry, and it shall be
           forbidden for the Lessee to use the Leased Premises for any other
           use.

      3.3  NON-APPLICABILITY OF TENANTS PROTECTION LAWS

           3.3.1     On the date of commencement of the Tenants Protection
                     Law (Miscellaneous Provisions), 5728-1968, there was no
                     tenant entitled to occupy the Building.

           3.3.2     The Lessee hereby declares that it has not been called
                     upon to pay and has not paid key money or payments
                     likely to be construed as key money, and that all the
                     works, alterations, improvements and elaborations which
                     are made in the Leased Premises, if made, are not and
                     will not be fundamental changes and that the provisions
                     of Part C of the Tenants Protection Law (Consolidated
                     Version) 5732-1972, which relates to key money, shall
                     not apply to the Contract.

           3.3.3     The lease, the Lessee and the Leased Premises are not
                     protected pursuant to provisions of the Tenants
                     Protection Law (Consolidated Version) 5732-1972, nor
                     pursuant to the provisions of any other law which
                     protects a tenant or lessee in any manner whatsoever,
                     and the aforesaid laws and amendments thereto and the
                     regulations made, or which may in the future be made,
                     in accordance therewith, do not apply and will not
                     apply to the Building and/or the lease and/or Lessee
                     and/or the Leased Premises and/or the Contract.

           3.3.4     At the time of vacation of the Leased Premises, the
                     Lessee will not be entitled to any payment, either as
                     key money or in any other form.

           3.3.5     For the avoidance of doubt and without derogating from
                     the foregoing, the Lessee hereby declares and
                     undertakes that if any allegation should be raised in
                     the future that the contractual arrangement pursuant to
                     this Contract is protected by the Tenants Protection
                     Law, or any other law whatsoever, then and in that
                     event the Lessee will indemnify and compensate the
                     Lessor in respect of any damage which may be sustained
                     by the Lessor, including the difference between the
                     value of the property at the end of the Period of Lease
                     as an occupied property, and its value on the free
                     market as a vacant property.

 4.   RENTALS

      4.1  The monthly rentals in respect of the Leased Premises will be an
           amount of 5.75 (five dollars and seventy-five cents) US dollars,
           at their value in shekels according to the representative rate
           which will be published by the Bank of Israel on the date of
           signing of the Contract, plus V.A.T. as prescribed by law, in
           respect of each square meter of the area of the Leased Premises,
           which will be measured according to a plan of the final state of
           the Leased Premises.

           Should the Lessee dispute the correctness of the final state plan
           and its liability for rentals as deriving therefrom, it will be
           entitled to produce a plan signed by a chartered surveyor on its
           behalf, and the parties will calculate the rentals in accordance
           with that plan.

           The rentals will be linked to the Cost of Living Index (including
           fruit and vegetables) which is published each month by the
           Central Bureau of Statistics (or any other body which may replace
           it, if it should replace it), with the basic index being the
           last-known index prior to the signing of this Contract, and the
           determining index being the index known on the 1st day of each of
           the months of payment.

           Linkage differentials to the index will be added to each and
           every payment pursuant to this Agreement according to the
           percentage difference between the determining index and the basic
           index, where this difference is divided by the basic index and
           multiplied by the payment.

           The aforesaid rentals, including the linkage differentials, will
           henceforth be referred to as "THE BASIC RENTALS".

      4.2  The rentals will be payable in advance, once every three months
           on the 1st day of the month in which the payment is made.

      4.3  It is hereby agreed that in respect of the area of the parking
           basement of the Building, no rentals will be payable, unless any
           use is made of the parking basement which differs from its
           designation as a parking basement, in which case an amount
           equivalent to a multiple of 4 dollars x number of square meters
           in which such different use is made, will be added to the
           rentals.

 5.   RECEIPT OF THE LEASED PREMISES

      5.1  The Leased Premises will be delivered to the Lessee on the date
           of commencement of the Period of Lease, where same are complete
           in accordance with the Specification and with the matters set
           forth in this Contract, and are connected to the electricity,
           water and telephone networks.

           The Leased Premises will be delivered in the state of an
           "envelope" only, which contains an air-conditioning system, on a
           basis that the Building is constructed according to the plans and
           Specification and pursuant to the general inter-ministry
           specification (the Blue Book) and with the air-conditioning
           system being checked and inspected seven days prior to delivery.

           The Lessor declares that the air-conditioning equipment will
           comply with the Israeli standards mark and that the system will
           be designed and will operate in accordance with any standard, to
           the extent that one exists.  It is recorded that the amount of
           the investment is $150,000 at the expense of the Lessor, and the
           Lessee shall approve the equipment prior to installation.

           Should there be any constructional defect which prevents
           reasonable use of the Leased Premises, the date of delivery will
           be postponed until after repair of such constructional defect.
           The Lessor will repair the aforesaid constructional defects
           immediately.

      5.2  The Lessor will allow the execution of finishing and adaptation
           works in the Leased Premises during the course of construction of
           the Building, even if these are performed prior to the date of
           delivery.

           These works will be performed by the Lessor, or by a contractor
           to be selected by the Lessee, provided that same shall be
           performed through the Lessor in accordance with the rules
           practiced by the prime contractor (supervision, management,
           coordination, auxiliary materials, etc.) and under all
           circumstances at the Lessee's expense.

      5.3  The right is reserved to the Lessee to request from the Lessor
           the execution of any of the finishing and completion works inside
           the Leased Premises, in which case such work shall be performed
           against payment by the Lessee to the Lessor of the full value
           thereof, by way of a one-time payment in advance or against an
           autonomous bank guarantee for immediate payment, and in the
           alternative -- by way of evaluating their value to be spread over
           the entire Period of Lease and against suitable collateral
           security.

      5.4  Prior to execution of the facades of the Building, the toilet
           assemblies, an elevator and staircases, it shall be obligatory
           for the Lessor to exhibit the plan for execution to the Lessee in
           order to receive the Lessee's comments.  It is clarified that
           receipt of the aforesaid comments shall not oblige the Lessor to
           make changes in accordance with the comments, and that in every
           case the decision as to whether to implement any of the comments
           shall be that of the Lessor alone.

      5.5  The Lessor undertakes to do its best in order to achieve the
           obtaining of an approval and permits for the erection of an
           enclosed bridge between the Building and the adjacent building
           which is used by the company E.S.C., and a gallery on the first
           floor of the Building.

           Execution of the works mentioned in this sub-clause shall be
           carried out by the Lessor and/or by someone on its behalf and at
           the Lessee's expense.

 6.   ADDITIONAL PAYMENTS FOR WHICH THE LESSEE WILL BE LIABLE

      6.1  In addition to the Basic Rentals and Value Added Tax, the Lessee
           undertakes to pay all the taxes, fees, levies and the compulsory
           payments which are imposed and/or may in the future be imposed on
           the Leased Premises and/or on the use thereof, during the Period
           of Lease, including general municipal rates and business tax, as
           well as expenses for the consumption of electricity, gas,
           telephone, house committee dues and any other expenses for the
           maintenance of the Leased Premises.

      6.2  Deleted.

      6.3  Also after the Period of Lease has ended, the Lessee will be
           liable for the payments mentioned above in this clause if the
           debt was created as a result of the use and/or consumption made
           during the course of the Period of Lease, even if the charge or
           the demand for payment should arrive after the end of the Period
           of Lease.

      6.4  The Lessee will pay the payments mentioned above in this clause
           immediately the due date for payment thereof arrives.

      6.5  Should the Lessor make any payment which, pursuant to the
           provisions of this Contract, is imposed on the Lessee, the Lessee
           will be obliged to pay such payment to the Lessor immediately
           upon the Lessor's first demand, together with linkage
           differentials to the index and plus penalty interest in
           accordance with Clause 9.2 below, reckoned from the date each
           such payment was made by the Lessor and up to the time of full
           actual refund thereof to the Lessor.

           The Lessor will give the Lessee one week's prior notice with
           regard to payment in accordance with this clause.

      6.6  A contribution towards the Company's legal expenses in respect of
           the drawing of this Agreement in a sum equivalent in shekels to
           5,000 (five thousand) US dollars, plus V.A.T., shall be borne and
           paid by the Lessee at the time of signing of this Agreement, and
           shall be paid directly to Adv. Hershkovitz, who it is clarified
           represents only the Lessor in all matters connected with this
           Contract.

 7.   MAINTENANCE OF THE LEASED PREMISES DURING THE PERIOD OF LEASE

      7.1  The Lessee shall keep the Leased Premises in good order and
           condition, shall maintain order and cleanliness of the Leased
           Premises and its surrounds, the installations and accessories
           thereof, and shall make use thereof in careful and meticulous
           manner and shall comply with the directives of any competent
           authority, as may apply from time to time, in connection with
           cleaning arrangements, the manner of removal of waste remnants,
           and preserving the proper working order of the drainage system
           and all the remaining systems in the Leased Premises.

           The Lessor undertakes to bring to the notice of the Lessee all
           directives of a competent authority, as aforesaid, if and to the
           extent that such directives are brought to its notice.

      7.2  During the first two years of the lease only, the Lessor will, at
           its expense, repair any defect, fault or flaw which may be caused
           or created or discovered in the Leased Premises in any part
           thereof, including plumbing repairs and various other repairs,
           and shall do so upon same manifesting themselves and/or being
           caused and/or at the time of discovery thereof, save and except
           for repairs or damage caused as a result of unreasonable use of
           the Leased Premises.

      7.3  Should a necessity arise for any repair which the Lessee is
           responsible to repair in accordance with Clause 7.2 above, the
           Lessee will be obliged to repair it at its expense within a
           reasonable time from the date such necessity was discovered.
           Should the Lessee fail to perform the repair as aforesaid, the
           Lessor will be entitled, but not obliged, to perform such repair
           after having given the Lessee 60 days prior notice, and all the
           costs of the repair shall be borne by the Lessee, who will be
           obliged to refund same to the Lessor immediately upon first
           demand, plus linkage differentials and penalty interest in
           accordance with Clause 9.2 below, reckoned from the date of
           payment by the Lessor for the repair and up to the time of full
           actual payment to the Lessor.  The Lessor will be obliged to
           found its demand for a monetary refund, as referred to in this
           sub-clause, on documents such as receipts, invoices, etc.
           Repairs which are under the responsibility of the Lessor as set
           forth in Clause 7.2 above, shall be repaired by it, and if it
           fails to do so, the Lessee may, after having delivered notices as
           mentioned in this clause and mutatis mutandis as the case may be,
           perform such repairs itself.

      7.4  The Lessee undertakes to comply with the provisions of any law,
           including a statute, regulation, order, bylaw or directive of any
           competent authority which relates to the conduct of the Lessee's
           business in the Leased Premises and in connection with the
           maintenance of the Leased Premises and the use thereof.  The
           Lessee will also be responsible for the payment of any fine which
           may be imposed as a result of the non-compliance with such
           provisions.

      7.5  The Lessee undertakes not to perform any external alteration to
           the Leased Premises and/or any alteration which according to law
           requires a permit from the authorities and/or any alteration
           which would be likely to change and/or to adversely affect the
           basic structure of the Building, unless it has attained the
           Lessor's prior written consent.

           Further and in addition it is hereby agreed that any alteration
           in the Building which may create additional floor space (such as:
           a gallery) will make it obligatory for the Lessee to arrange with
           the Lessor additional rentals which will be payable to the Lessor
           in respect of such added area, and this must be done prior to the
           alteration being made and as a pre-condition for making it.

      7.6  The warranties which the Lessor will receive in respect of
           systems in the Building and the installations therein will, as
           far as possible, also be endorsed into the name of the Lessee.

      7.7  Should the Lessor agree to the Lessee's request to introduce
           alterations into the Leased Premises, the Lessee will be obliged,
           at the end of the Period of Lease, to restore the Leased Premises
           to their former condition, to the state in which they were prior
           to execution of the alterations, or to leave it in its altered
           condition, all in accordance with a decision of the parties.

           It is clarified that nothing in the foregoing shall oblige the
           Lessee to return the Leased Premises to envelope condition.

           Notwithstanding the contents of this clause, the Lessee will be
           entitled at any time, up to the end of the Period of Lease, to
           dismantle any addition it has installed in the Leased Premises
           with the Lessor's consent, and to act in respect thereof, after
           it has been dismantled, as an owner would act, provided that the
           Lessee shall not cause damage to the Leased Premises after
           dismantling of the addition.

      7.8  The Lessor and any of its managers will be entitled to enter the
           Leased Premises, by prior arrangement with the Lessee, and at any
           reasonable time in order to inspect the state of the Leased
           Premises and also for purposes of performing repairs, work,
           technical or other arrangements for the Leased Premises.  Nothing
           contained in this sub-clause shall impose any obligation on the
           Lessor to perform any of the matters mentioned in this Contract.

      7.9  The Lessee shall comply with all directives of the Lessor and
           directives of any other competent authority connected with fire
           extinguishing arrangements and procedures, prevention of fires,
           civil guard and safety measures.

 8.   ASSIGNMENT OF RIGHTS

      8.1  The Lessee undertakes to use the Leased Premises solely itself or
           through its employees and it shall be prohibited for the Lessee
           to allow another or others to make use of the Leased Premises, or
           part thereof, whether for consideration or otherwise, directly or
           indirectly.

      8.2  The Lessee undertakes not to transfer and/or to assign and/or to
           endorse and/or to pledge and/or otherwise to encumber this
           Contract and/or any right pursuant hereto, in favor of another or
           others, and not to lease out the Leased Premises, or part
           thereof, under a sub-lease, and not to deliver occupation or the
           use thereof, or any part thereof, to another or others, for
           consideration or otherwise, in any manner whatsoever.  Any
           transfer and/or assignment and/or endorsement and/or pledge
           and/or encumbrance the Lessee may make contrary to the foregoing
           will be null and void ab initio and devoid of any validity.

           The contents of this sub-clause are subject to the provisions of
           Clause 3.1.3 above.  A subsidiary of the Lessee will be deemed to
           be the Lessee itself.

 9.   BREACHES AND REMEDIES

      9.1  The provisions of the Contracts Law (Remedies for Breach of
           Contract), 5731-1970 and the provisions of the Contracts Law
           (General Provisions), 5733-1973, shall apply to this Contract.

      9.2  It is agreed between the parties that in the event that the
           Lessee should default in any of the payments it is obliged to pay
           pursuant to this Contract by more than 7 days, the Lessor will be
           entitled to interest at a rate equivalent to the maximum rate of
           interest prevailing at that time at Bank Leumi B.M. in respect of
           credit excesses which go beyond a normal credit framework, on the
           amounts which the Lessee defaults in effecting the payment
           thereof, with this being in addition to and without derogating
           from any other right which may be available to the Lessor
           pursuant to this Contract and/or according to any law.

 10.  LICENSING AND LICENSES

      10.1 The Lessee hereby undertakes to obtain any license required by it
           and to see to it that the business is conducted in accordance
           with any license that is required, according to any law,
           including by any municipal, governmental, local or other
           authority, for purposes of operating and conducting the Lessee's
           business in the Leased Premises.

      10.2 Throughout the entire Period of Lease the Lessee shall attend to
           the renewal of the licenses and approvals required for the
           conduct and operation of its business as aforesaid.

      10.3 For the avoidance of doubt, the Lessor is not responsible to the
           Lessee for obtaining licenses or approvals from any authority,
           provided that the reason for the failure to obtain such approval
           is not due to an act and/or omission on the part of the Lessor.

 11.  INSURANCE

      11.1 The Lessee hereby undertakes that at its expense it will,
           throughout the Period of Lease, insure the building of the Leased
           Premises and the contents thereof against:

           11.1.1    Risks of fire, explosion, earthquake.

           11.1.2    Flood, water damage of any sort.

      11.2 The Lessee hereby undertakes that at its expense it will,
           throughout the Period of Lease, insure its operations in the
           Leased Premises by way of the following forms of insurance:

           11.2.1    Third party liability insurance with limits of
                     liability of not less than an amount equivalent to
                     1,000,000 US dollars per event and in total for each 12
                     months.

           11.2.2    Employers liability insurance.

           11.2.3    In addition, the Lessee undertakes that during the
                     entire Period of Lease it will, at its expense,
                     maintain loss of rentals insurance resulting from the
                     Leased Premises becoming unusable due to damage caused
                     to the Leased Premises, or the contents thereof, by the
                     risks mentioned in Clause 11.1 above, for a period of
                     indemnity of 12 months.  This insurance may be effected
                     by extending the fire insurance policy so that it will
                     cover loss of rentals.

      11.3 The Lessee hereby undertakes to add the Lessor's name as an
           additional beneficiary under the policies mentioned above, save
           and except the employers liability policy.

      11.4 The Lessee shall, at the Lessor's request, exhibit all the
           insurance policies which have been taken out as required pursuant
           to this Contract, and shall also regularly present the Lessor
           with every new policy issued to it, or any amendment to a policy.
           Upon reasonable request by the Lessor, the Lessee will be obliged
           to add and/or update and/or amend the insurance policies to the
           satisfaction of the Lessee (sic!) in order that the policies
           comply with the criteria laid down in this Clause 11, and under
           all circumstances the amounts will be linked to the index each
           year.

      11.5 The Lessee will cause a situation that an express condition will
           be added to the insurance policy to the effect that the insurer
           expressly waives any right of subrogation or other right under
           any law to have recourse against the Lessor in a subrogation
           claim or a claim for refund or indemnity in respect of direct or
           indirect damage which may be caused by virtue of fault on the
           part of the Lessor, if such damage is caused.

      11.6 The Lessor's right of inspection and its exercise or failure to
           exercise its right to see the policies and to demand an update,
           addition or alteration, as referred to in Clause 11.4 above,
           shall not impose on the Lessor any liability with regard to the
           policies, the nature and scope thereof, or with regard to the
           absence thereof.

      11.7 The Lessee undertakes to comply with all the conditions of the
           policies mentioned above in this clause, to pay the insurance
           fees on due date, to see to it that the policies will be renewed
           and will be in full force throughout the entire Period of Lease.
           Failure to renew the policies at their full value, including
           linkage to the index, for any reason will constitute a material
           breach of this Contract.

      11.8 The policy shall contain a clause stating that the policy will
           not be amended, canceled or not renewed unless prior notice to
           that effect of at least 30 days is given to the Lessor.

 12.  THE LESSEE'S RESPONSIBILITY

      12.1 The Lessor, its agents and anyone acting in its name or on its
           behalf, will not be responsible in any manner with respect to any
           damage or harm which may be caused to the Lessee or to its
           property.

           It is hereby expressly agreed and declared that no liability of
           whatsoever nature will be imposed on the Lessor vis-a-vis the
           Lessee in respect of any damage which may be caused to the Leased
           Premises, or to the contents thereof, or to a third party, for

           any reason, whether the reason for the damage or the fault is
           known or unknown.

      12.2 The Lessor will not bear any responsibility or any liability in
           regard to any bodily damage and/or loss and/or damage to property
           of whatsoever nature (direct or indirect) which may be caused to
           the Lessee and/or its employees and/or persons engaged by it
           and/or its agents and/or its customers and/or its visitors and/or
           its invitees and/or any other person who may be in the Leased
           Premises, or in another area occupied by the Lessee with the
           Lessor's permission and/or to any property of the Lessee, and the
           Lessee assumes full responsibility in respect of any such damage
           and undertakes to indemnify the Lessor and to hold the Lessor
           harmless against any damages it may be likely to be ordered to
           pay and/or compelled to pay as a result of damage of this sort,
           and in respect of any expense the Lessor may incur in connection
           with any such damage.

           It is clarified that should any demand and/or claim be lodged or
           instituted against the Lessor which the Lessee is obliged to
           bear, as aforesaid, and the expenses attaching thereto, the
           Lessor shall not compromise and/or make payment of any amount
           without obtaining the Lessee's prior written consent.

 13.  GROUNDS FOR EVICTION

      13.1 Without prejudice to and/or without derogating from any other
           provision in this Contract, in each of the following cases the
           Lessor will be entitled, after having given a warning notice of 7
           days, to terminate the contractual arrangement and the lease
           which is the subject matter of this Contract, and to demand the
           immediate vacation by the Lessor of the Leased Premises.

           13.1.1    If the Lessee is late by more than 14 days in the
                     payment of any amount which is due to the Lessor
                     pursuant to the provisions of this Agreement and
                     according to any law.

           13.1.2    If a receiver (provisional or permanent) or a receiver
                     and manager (provisional or permanent) or a liquidator
                     (provisional or permanent) should be appointed in
                     respect of the business and/or the property of the
                     Lessee, or portion thereof.

           13.1.3    If the Lessee passes a resolution for winding-up or if
                     a liquidation order is issued against it, or if the
                     Lessee makes a compromise and/or arrangement (within
                     the meaning thereof under the Companies Ordinance) with
                     its creditors or some of its creditors, and/or if it
                     becomes insolvent.

           13.1.4    If a provisional attachment or final attachment is
                     imposed on all the Lessee's assets, or if Execution
                     Office action is taken in respect of any of the
                     Lessee's assets.

           13.1.5    If the Lessee commits a breach of the provisions of
                     Clause 8 above and grants another person a right of use
                     or any other right in and to the Leased Premises, or
                     any part thereof.
                (The foregoing is subject to Clause 3.1.3 above).

      13.2 VACATION OF THE LEASED PREMISES

           13.2.1    At the end of the Period of Lease and/or the
                     termination of the lease and/or cancellation of this
                     Contract for any reason, the Lessee undertakes to
                     vacate the Leased Premises and to deliver occupation
                     thereof to the Lessor in circumstances where the Leased
                     Premises are free and vacant of any person and object
                     belonging to the Lessee, clean and tidy, and in the
                     same condition as the Lessee received the Leased
                     Premises from the Lessor, subject to reasonable wear
                     and tear.

                     It is clarified that nothing contained in this clause
                     shall oblige the Lessor (sic!) to restore the Leased
                     Premises to envelope condition.

           13.2.2    Should the Lessee fail to vacate the Leased Premises on
                     due date and has failed to do so also after a warning
                     notice of 7 days it has received from the Lessor, then
                     in addition to the Lessor's right to claim vacation of
                     the Leased Premises, and in addition to any other right
                     the Lessor may have in accordance with this Contract,
                     or according to any law, and without prejudice to any
                     remedy or right accorded to the Lessor as aforesaid,
                     the Lessee shall pay the Lessor in respect of the
                     period from the date on which the Lessee was supposed
                     to vacate the Leased Premises and up to the date on
                     which it does vacate the Leased Premises, an amount
                     equivalent to twice the rentals, plus penalty interest
                     in accordance with Clause 9.2 above, and together with
                     Value Added Tax, calculated on a daily basis, from the
                     date the obligation for payment came about and up to
                     the time of payment to the Lessor, based on the rentals
                     which would have been payable pursuant to this Contract
                     had the lease been extended on the full actual
                     conditions of this Contract.  The aforesaid payment has
                     been fixed and agreed as fair user fees and/or agreed
                     pre-estimated liquidated damages, which the parties
                     have assessed by way of a carefully calculated advance
                     assessment.

           13.2.3    It is hereby expressly stipulated and agreed between
                     the parties that nothing contained above in this clause
                     shall confer on the Lessee a right to continue to
                     occupy the Leased Premises (against payment of the
                     agreed damages) and/or constitute a waiver by the
                     Lessor of any of its rights and/or prejudice the right
                     of the Lessor to obtain any other remedy and relief,
                     including, but without prejudice to the generality of
                     the foregoing, eviction and/or ejectment of the Lessee
                     from the Leased Premises.

 14.  ENCUMBRANCE OR PLEDGE BY THE LESSOR

      14.1 The Lessor shall have the right to pledge and/or to encumber this
           Contract, in whole or in part, to endorse its rights herein to
           others, to transfer the Contract in whole or in part in any way
           and manner as the Lessor may from time to time see fit, whether
           with a view to obtaining finance or for any other purpose, all in
           the Lessor's sole discretion, but without prejudice to the rights
           of the Lessee pursuant to this Contract of lease.

      14.2 Without prejudicing the Lessee's rights pursuant to this
           Contract, the Lessor may assign its rights in and to the Leased
           Premises, in whole or in part, and may transfer ownership
           partially or fully, in its sole and absolute discretion, without
           requiring the Lessee's consent, and the Lessee accepts, expressly
           and in advance, any such action which may be taken by the Lessor
           unequivocally, and the Lessee will have no allegation or claim or
           demand of any sort as against the Lessor or anyone acting on the
           Lessor's behalf.

 15.  THE LESSOR'S REMEDIES IN RESPECT OF BREACHES

      15.1 Without derogating from the contents of Clause 9 above, or from
           what is stated further on in this clause and without derogating
           from the specific remedies which appear in this Contract, the
           provisions of the Contracts Law (Remedies for Breach of
           Contract), 5731-1970, and the provisions of the Contracts Law
           (General Provisions), 5733-1973, will apply to a breach of this
           Contract.

      15.2 If the Lessee fails to keep the Leased Premises in good order and
           condition and/or does not repair whatever requires repair in the
           Leased Premises and/or fails to return the Leased Premises to the
           Lessor at the end of the Period of Lease in good order and
           condition and/or if any damage should be caused to the Leased
           Premises during the Period of Lease which has not been repaired
           by the Lessee, then in addition to any other right the Lessor may
           have in such event, in accordance with the provisions of this
           Contract and/or pursuant to any law, the Lessor will be entitled
           to carry out any repair and/or perform any action it may deem fit
           with regard to remedying the damage and/or to restore the state
           of the Leased Premises to their former condition, all at the
           Lessee's expense.

           The foregoing is without derogating from the Lessor's obligations
           under Clause 7.2 above.

      15.3 In every case in which the Lessee abandons the Leased Premises
           and/or vacates the Leased Premises without justification for a
           period in excess of 180 normal consecutive business days in the
           State of Israel, or if for any  reason the Lessee fails to
           conduct business in the Leased Premises for a period exceeding
           180 normal consecutive business days in the State of Israel, the
           Lessor shall have the right, without prejudice to its remaining
           rights pursuant to this Contract with regard to payments due to
           it from the Lessee [translator's note :something missing in
           original Hebrew text] with its consent, and to receive occupation
           of the Leased Premises unconditionally; in such event the Lessor
           shall be entitled to store the Lessee's articles which are in the
           Leased Premises at such place as the Lessor shall deem fit, at
           the Lessee's expense, and the Lessee shall be obliged to refund
           to the Lessor the costs of storage and custody which the Lessor
           incurs in connection with the foregoing.  The Lessor will not be
           responsible for damage of any sort which may be sustained by the
           Lessee, if such damage is sustained, due to the Lessor's
           aforesaid actions.  The foregoing in this clause will not apply
           in the event that the Lessee bears and pays all the payments
           imposed on it in accordance with the provisions of this
           Agreement.

      15.4 In every case of a cancellation of the Lessee's rights under this
           Contract, due to the breach of this Contract by the Lessee, the
           Lessor will be entitled to any additional remedy available to it
           at law by virtue of the breach, including the remedy of
           compensation, prohibitory injunction and mandatory injunction.
           Notwithstanding everything set forth in this Contract and in
           addition thereto, in the case of a breach by the Lessee in
           consequence of which the Lessee is evicted from the Leased
           Premises prior to the end of the Period of Lease, the Lessee will
           be obliged to make payment to the Lessor for the period from the
           date of eviction and up to the end of the Period of Lease, of
           reasonable compensation which will be equivalent to the loss of
           rentals the Lessor has suffered due to the cancellation, either
           for the full remainder of the Period of Lease or for the period
           until the Leased Premises are let to another tenant, and
           thereafter until the end of the Period of Lease in respect of a
           loss of rentals, if there should be any, due to lower rentals
           being payable by the other tenant.

 16.  GUARANTEES -- COLLATERAL SECURITY

      16.1 As security for the fulfillment of the Lessee's obligations
           pursuant to this Contract, the Lessee shall lodge with the
           Lessor's attorney, at the time of signing of the Contract, an
           autonomous bank guarantee payable immediately upon demand, in an
           amount of 100,000 (one hundred thousand) US dollars, in their
           value in shekels on the date of issue of the guarantee.

           The guarantee will not be delivered by the aforesaid attorney to
           the Lessor until after prior notice of 7 days regarding his
           intention to do so has been given.

      16.2 It is hereby expressly agreed and declared between the parties
           that the giving of the guarantee for performance of the
           conditions of this Contract does not constitute any form of
           waiver by the Lessor of its rights to other remedies against the
           Lessee, whether same are remedies as described in the body of the
           Contract or are remedies available to the Lessor by operation of
           any law, as in force at the time of signing of the Contract or
           which may apply in Israel at the time of the breach.

      16.3 The foreclosure upon the guarantee will not affect the Lessor's
           right to claim and obtain any other remedy from the Lessee and/or
           from the guarantees.

      16.4 At the end of the Period of Lease and at the time of delivery of
           the Leased Premises to the Lessor, the Lessee will be obliged to
           furnish the Lessor with confirmations to the effect that all the
           payments and fees for which it was liable have been paid by it up
           to the date of return of the Leased Premises.

           Subject to the furnishing of all the aforesaid certificates, and
           the Lessee's compliance with all the conditions of the Contract
           and the absence of claims by the Lessor against the Lessee, the
           guarantee will be returned to the Lessee.

      16.5 Should the Lessor be obliged to apply to court as a result of a
           breach of the Contract by the Lessee, and the court rules that
           the Lessee has indeed breached the Agreement, all the Lessor's
           expenses which it will be obliged to incur, including attorney's
           fees according to the minimum tariff of the Israel Bar, shall be
           borne by the Lessee.

      16.6 It is expressly agreed that in every case in which the Lessee is
           obliged to vacate the Leased Premises, the Lessor will be obliged
           to give notice and to demand that the Electric Corporation and
           the Municipality disconnect the supply of electricity and water
           to the Leased Premises.

 17.  DELETED.

 18.  GENERAL

      18.1 No procrastination and/or waiting and/or lack of response,
           failure to act or failure to take steps by either of the parties
           to this Contract, shall be construed under any circumstances as
           being a waiver by such party of its rights pursuant to the
           Contract in respect of a continuing or additional breach by the
           other party, unless it has made an express written waiver of any
           of its rights.

      18.2 All the payments the Lessee is obliged to pay pursuant to this
           Contract shall be paid by the Lessee to the Lessor by way of bank
           transfer in accordance with details which will be given by the
           Lessor in writing.

      18.3 The addresses of the parties for purposes of the Contract are
           those appearing at the head of the Contract.

           Should the parties and/or either one of them change their
           address, they shall give written notice to the other party of the
           new address in Israel, and from that time onwards such address
           will serve as the address of that party for purposes of the
           Contract.

      18.4 Any notice sent by one party to the other in accordance with the
           Contract shall be sent by registered mail or shall be delivered
           by hand and shall be deemed to have been delivered within the
           reasonable time in which such notice ought to reach the
           addressee.

      18.5 The expenses for stamping this Contract shall be borne by the
           parties in equal  shares.


 IN WITNESS WHEREOF THE PARTIES HAVE SIGNED AT THE PLACE AND ON THE DATE
 FIRST AFOREWRITTEN:



 ___________________________         _____________________________
         The Lessor                            The Lessee