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Exhibit 4c

|             
|-------------
|             
|DEED OF TRUST
|             

that was prepared and signed in Tel Aviv
on the 20th day of the month of November, in the year 2006

BETWEEN

Ampal-American Israel Corporation

a company
incorporated according to the laws of the state of New York of 111 Arlozorov
Street, Tel Aviv 62098

Tel.: 03-6080100
Fax: 03-6080101
(hereinafter: the Company)

|                                                                                                                                    |                    
|----------------------------------------------------------------------------------------------------------------------------------- | -------------------
|                                                                                                                                    | of the first part; 
|                                                                                                                                    |                    
|AND                                                                                                                                 |                    
|                                                                                                                                    |                    
|Hermetic
  Trust (1975) Ltd.
  of 113 HaYarkon Street, Tel Aviv
  Tel.: 03-5274867
  Fax: 03-5271736
  (hereinafter: the Trustee) |                    
|                                                                                                                                    |                    
|                                                                                                                                    | of the second part;

|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|WHEREAS |  | The Company
  is interested in raising funds against an issue of (Series A) Debentures of
  the Company, all as is specified in the this Deed of Trust below; and                                                                                                                                                                                                                                                                                                                                          
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|WHEREAS |  | Debenture
  (Series A) is a series limited to a sum of NIS 250 million which may be
  further increased in accordance with the approval of Midroog Ltd. (Midroog) or another ranking corporation;
  and                                                                                                                                                                                                                                                                                                  
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|WHEREAS |  | It is the
  intention of the Company to issue out of the series, before the date of
  publishing the prospectus as stated below, inasmuch as it may be published,
  in one private issue or in several private issues, (Series A) Debentures
  which are ranked by Midroog Ltd. at a ranking of A3. (Said private issue or
  the private issues, that shall be made prior to the date of publishing the
  prospectus as stated below, shall hereinafter be referred to jointly as the private issue); and

1

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|        |  |                                                                                                                                                                                                                                                                                                                                                                                
|------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|WHEREAS |  | The Company
  shall make its best efforts to register the (Series A) Debentures for trading
  on the Tel Aviv Securities Exchange Ltd., as stipulated in this deed below;
  and                                                                                                                                                                                                
|        |  |                                                                                                                                                                                                                                                                                                                                                                                
|WHEREAS |  | The Trustee
  is a company limited by shares that was incorporated in Israel according to
  the Companies Ordinance whose main objective is to be involved in
  trusteeship; and                                                                                                                                                                                               
|        |  |                                                                                                                                                                                                                                                                                                                                                                                
|WHEREAS |  | The Trustee
  has declared that there is nothing preventing, by way of the Securities Law,
  5728-1968, or any other law, his engagement with the Company under this Deed
  of Trust and that he complies with the requirements and the terms of fitness
  as set by law to serve as a Trustee for the issue of (Series A) Debentures,
  the subject of this Deed of Trust; and
|        |  |                                                                                                                                                                                                                                                                                                                                                                                
|WHEREAS |  | The Company
  has approached the Trustee with a request to serve as a Trustee for holding
  said (Series A) Debentures and the Trustee has agreed to this, all of which
  is subject to and in accordance with the terms of this Deed of Trust; and                                                                                                                            
|        |  |                                                                                                                                                                                                                                                                                                                                                                                
|WHEREAS |  | The Company
  declares that there is nothing preventing it, by any law and/or agreement to
  execute a private issue of (Series A) Debentures and/or to enter into an
  engagement with the Trustee under this Deed of Trust;                                                                                                                                                  

Therefore, it has been agreed, stipulated and
declared between the parties as follows:

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.  | Preamble, interpretation and definitions                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|1.1 | The preamble
  to this Deed of Trust and the appendices appended thereto constitutes an
  inseparable and essential part thereof.                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|1.2 | The division
  of this Deed of Trust into clauses and also the providing of headings to
  clauses was undertaken for purposes of convenience and for finding ones
  place only, and no use may be made thereof for purposes of interpretation.                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|1.3 | Everything
  contained in this deed in the plural also means the singular and vice versa;
  everything stated in the masculine gender also means the feminine and vice
  versa; and everything referring to a person also means a corporation; all of
  which shall be the case unless there is another explicit instruction in this
  deed and/or that is implied and/or unless the context of the words or
  contents does not demand otherwise.

2

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|    |                                                                                                                                                                                             
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.4 | In this Deed
  of Trust and in the (Series A) Debentures, the following phrases shall mean
  as is written alongside, unless another intention may be deduced from the
  content or context:

| | This deed or Deed of Trust                                                            |  | This Deed of
  Trust including the appendices attached thereto which constitute an
  inseparable part thereof.                                                                                                                                    
| | ----------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                           |  |                                                                                                                                                                                                                                                   
| | The prospectus                                                                          |  | The
  Companys prospectus that shall be published, should it be published, in
  respect of registering it for trading the (Series A) Debentures.                                                                                                 
| |                                                                                           |  |                                                                                                                                                                                                                                                   
| | (Series A) Debentures                                                                   |  | A series
  limited to the sum of NIS 250 million of (Series A) registered debentures of
  the Company, each of NIS 1 par value, whose terms are detailed in this deed,
  which shall be issued from time to time at the Companys sole discretion.
| |                                                                                           |  |                                                                                                                                                                                                                                                   
| | The Trustee                                                                             |  | Hermetic
  Trust (1975) Ltd. and/or anyone who shall serve from time to time as trustee
  of the holders of the (Series A) Debentures according to this deed.                                                                                     
| |                                                                                           |  |                                                                                                                                                                                                                                                   
| | Ledger                                                                                  |  | The ledger
  of holders of the (Series A) Debentures as stated in clause 25 of this deed.                                                                                                                                                         
| |                                                                                           |  |                                                                                                                                                                                                                                                   
| | The holders of the (Series A) Debentures and/or Owners of the
  (Series A) Debentures |  | Those
  persons whose names are recorded at a given time in the ledger of holders of
  the (Series A) Debentures, and in the event of several holders in
  partnership, the joint holder who is first registered in the ledger.                   
| |                                                                                           |  |                                                                                                                                                                                                                                                   
| | Debenture certificate (Series A)                                                        |  | A (Series A)
  Debenture certificate whose wording appears as the first addendum to this
  deed.                                                                                                                                                  

3

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| |                                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ------------------------------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The Law or The Securities Law    |  | The
  Securities Law 5728-1968 and the Regulations in accordance therewith, as
  there may be from time to time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Principal                          |  | The par
  value of the (Series A) Debentures in circulation and which have not yet been
  fully paid up.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Business day                       |  | A day upon
  which most of the banks in Israel are open for the conducting of
  business.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | A ranking corporation              |  | A company
  that has been approved as a ranking corporation by the Supervisor for the
  Capital Markets at the Ministry of Finance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | The Stock Exchange                 |  | The Tel Aviv
  Securities Exchange Ltd.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | The Consumer Price Index (Index) |  | The prices
  index known by the name of the Consumer Price Index which includes fruit
  and vegetables and which is published by the Central Bureau for Statistics
  and Economic Research in Israel, and that includes that index even if it
  shall be published by another body or another official institution, and also
  includes any other official index that may replace it, whether it shall be
  constructed of the same data upon which the existing index is constructed or
  not. Should another index replace it that shall be published by a body or
  institution as aforesaid and that body or institution has not set the ratio
  between it and the index it is replacing, then the ratio as aforesaid shall
  be set by the Central Bureau for Statistics, and should this ratio not be set
  as aforesaid, then it shall be set by the Trustee, who will, upon
  consultation with economic experts selected by him, set the ratio between the
  other index and the index being replaced.

4

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| |                         |  |                                                                                                                                                                                                   
| | ----------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The known index       |  | For any date
  - the Consumer Price Index last known.                                                                                                                                             
| |                         |  |                                                                                                                                                                                                   
| | The base index        |  | The Consumer
  Price Index in respect of the month of October, 2006 which was published on
  November 15, 2006.                                                                                   
| |                         |  |                                                                                                                                                                                                   
| | The payment index     |  | The index
  known at the time of making any payment, against principal or interest;
  however if the payment index is lower than the base index, then the payment
  index shall be the base index.
| |                         |  |                                                                                                                                                                                                   
| | The private issue     |  | As defined
  in the preamble to this agreement.                                                                                                                                                   
| |                         |  |                                                                                                                                                                                                   
| | Date of private issue |  | November 20,
  2006.                                                                                                                                                                              

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.  | Issue of (Series A) Debentures, and the applicability of the Deed of
  Trust                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|2.1 | A series
  limited to the sum of NIS 250 million of (Series A) registered debentures, to
  be repaid in five (5) annual equal installments on November 20 of each one of
  the years 2011 until 2015 (inclusive), bearing interest at the rate of 5.75%
  per annum, which shall be calculated and paid once every six months (namely,
  interest at the rate of 2.875% for a six month period), on November 20 and
  May 20 of each one of the years 2007 until 2015 (inclusive) (the interest) which shall commence from the
  first interest payment to be made on May 20, 2007 until the last interest
  payment to be made on November 20, 2015, with the principal and interest
  linked to the base index.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|2.2 | In addition
  to the contents of clause 2.1 above, the unpaid balance of the (Series A)
  Debentures shall bear additional annual interest at the rate of 0.5% in
  respect of the period commencing on the day of the private issue and
  terminating on the date of registering the (Series A) Debentures for trading
  on the Stock Exchange.                                                                                                                                                                                                                                                                                                                                                                   

5

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | In addition,
  until the registration of the (Series A) Debentures for trading on the Stock
  Exchange, should there be a reduction in the ranking of the (Series A)
  Debentures, additional annual interest shall be added at the rate of 0.2% for
  each rank the ranking drops in respect of the period of time commencing on
  the day the ranking reduction and terminating on the day of registering the
  (Series A) Debentures for trading on the Stock Exchange (jointly: the additional interest). To remove any
  doubt it is hereby clarified that in the event of the prospectus not being
  published, then the termination of the period of time in respect of which the
  additional interest shall be paid, is the last date for the repayment of the
  debentures, namely November 20, 2015. Said additional interest shall be paid
  in the following manner:
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | 2.2.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | Until the
  (Series A) Debentures are registered for trading, said additional interest
  shall be paid on the same day upon which the payment of interest is made as
  stated in clause 2.1 above.                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | 2.2.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | Should the
  (Series A) Debentures be registered for trading, then the additional interest
  shall be paid by the Company on the seventh day after the registration of the
  (Series A) Debentures for trading, and in this case, the following provisions
  shall apply:                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | One business
  day after the registration of the (Series A) Debentures for trading, the
  Company shall give notification to the holders of the (Series A) Debentures,
  to the Trustee and to the Stock Exchange about the date of payment of the
  additional interest and the rate of said additional interest. The due date
  (the CUM date) for entitlement to receive said additional interest shall be
  the end of the business day after the registration of the (Series A)
  Debentures for trading.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | To remove
  any doubt, it is clarified that after the payment of the additional interest
  as stated in this clause 2.2.2, no further additional interest shall be paid
  to the debenture holders.                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | It is
  clarified, to remove any doubt, that the additional interest also shall be
  linked to the index.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|2.3 | The first
  payment of interest shall be made on May 20, 2007 in respect of the period
  from the date of the private issue until May 20, 2007 (calculated on an
  annual basis of 365 days in the year).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|2.4 | Concomitant
  with the signing of this Deed of Trust, the Company shall make a first
  private issue out of (Series A) Debentures to a scope of NIS 250 million par
  value debentures.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

6

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | The Company
  shall be permitted to make additional private issues either prior to the
  publication of the prospectus or after the publication of the prospectus,
  should it be published, and also to make an issue to the public out of the
  series within the scope of the prospectus, provided that the ranking of the
  (Series A) Debentures shall not be harmed following said raising of capital.
  After the registration of the (Series A) Debentures for trading, the Company
  shall not be subject to the limitation concerning harm to the ranking as
  aforesaid. The provisions of clause 2.5 below shall apply to every additional
  issue. The provisions of this Deed of Trust shall apply to the (Series A)
  Debentures which shall be issued by way of the private issue as aforesaid,
  and on every additional issue of (Series A) Debentures that may be issued,
  should they be issued, out of the series according to this Deed of Trust.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|2.5 | Immediately
  after the first private issue, the Company shall act for the registration of
  the (Series A) Debentures with the Stock Exchange Clearing House, which shall
  provide clearing services for debentures. Furthermore, the Company shall act
  to register the (Series A) Debentures on the NSR [securities that are not
  traded on the Stock Exchange] (a clearing and depositary system for
  securities that were issued to institutional investors). All of the expenses
  for said registration shall be borne by the Company.                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|2.6 | The Company
  shall make its best efforts to publish a prospectus according to which the
  debentures shall be registered for trading on the Stock Exchange, which is
  subject to the provisions of any law, but it is clarified that the
  non-publication of a prospectus shall not constitute a breach of the
  provisions of this deed, nor shall it entitle the debenture holders to a
  right to demand the immediate repayment of the debentures.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|2.7 | [a]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | The Company
  shall be permitted to issue, from time to time, without the requirement for
  consent from the debenture holders or from the Trustee, additional debentures
  out of the (Series A) Debentures at any price and in any way that the Company
  deems fit, including at discount or premium rates different to other issues
  that were made in the same series, provided that this shall not harm the
  ranking of the (Series A) Debentures at that time. After registering the
  (Series A) Debentures for trading, the Company shall no longer be subject to
  the limitation concerning harm to the ranking as aforesaid. This deed shall
  also apply in respect of any additional (Series A) Debentures as aforesaid
  that may be issued by the Company. Said additional debentures shall not be
  entitled to interest in respect of interest periods that expired prior to
  their issue.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | [b]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | In the event
  of an issue of (Series A) Debentures at different discount rates (or some of
  the debentures issued are without a discount, as the case may be) tax shall
  be deducted at source, inasmuch as this shall be required by law, in respect of all of the (Series A) Debentures
  series, in accordance with the higher discount rate between all of the
  debentures that were issued out of the series; however, the Company shall
  apply to the taxation authorities to obtain its authorization that as regards
  deduction of tax at source from the interest in respect of the debentures, a
  unified discount rate shall be set for the debentures from the series,
  according to a weighted formula of the various discount rates (including in
  the absence of a discount, as far as this is relevant) of debentures issued
  out of the series.                                     

7

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | [c]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | It is
  clarified to remove any doubt, that the debentures issued in the first
  private issue as stated above, namely NIS 250,000 par value (Series A)
  Debentures, are being issued without a discount; in the event of additional
  issues and also in the event of the realization of additional purchasing
  rights in accordance with the provisions of clause 6 below, and inasmuch as
  the debentures that shall be issued in the same issues shall be issued with a
  discount, then the contents of sub-clause [b] above shall apply.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | [d]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | Increasing
  the series beyond the total sum of NIS 250 million, shall obligate the
  approval of Midroog (to maintain at least the original ranking) and under
  such circumstances, the Trustee shall be entitled to increase his fees
  proportionally to the rate of increase in the series of (Series A) Debentures.                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|3.  | Limitations regarding tradability                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | In light of
  the limitations stipulated by the provisions of law in the United States, the
  (Series A) Debentures shall be registered for trading on the Stock Exchange
  after the elapse of about 47 days from the date upon which approval will be
  received to publish the prospectus. During said period, the holders of the
  (Series A) Debentures shall be prohibited from any transaction or action in
  respect of the (Series A) Debentures.                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|4.  | The acquisition of debentures by the Company and by a subsidiary                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|4.1 | The Company
  reserves its right to purchase, either on the Stock Exchange or outside
  thereof, debentures from this series at any price it deems fits to so do,
  without harming the compliance of the Company with its undertakings towards
  the holders of debentures in circulation. In the event of such an acquisition
  by the Company, the Company shall give notice to the Stock Exchange and a
  copy of said notification shall be delivered to the Trustee. Debentures that
  shall be acquired by the Company shall be canceled and expunged from trading
  on the Stock Exchange (after the debentures shall have been registered for
  trading on the Stock Exchange) and the Company shall not be permitted to
  reissue them.

8

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.2 | A subsidiary
  or associated company of the Company, including controlling owners and/or
  companies in their control (hereinafter: a
  Company in the group) is permitted to acquire and/or to sell from
  time to time debentures at any price it so chooses, and to sell them
  accordingly. In the event of acquisition and/or sale as aforesaid, the
  Company shall give notice of this to the Stock Exchange and shall send a copy
  to the Trustee. The debentures which shall be held as aforesaid, by a company
  in the group, shall be considered as an asset of the Company in the group,
  and shall not be expunged from trading on the Stock Exchange (after said
  debenture shall have been registered for trading on the Stock Exchange).
  Debentures that shall be acquired by a company in the group, and while they
  are still being held by the company in the group, this shall not confer upon
  the company in the group votes at a ballot in a general meeting of the
  debenture holders and also shall not be counted for purposes of determining a
  legal quorum.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|5.  | The Companys undertakings; use of receipts                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|5.1 | The Company
  hereby undertakes to pay all sums of the principal, the interest and the
  linkage which shall be paid according to the terms of the (Series A)
  Debentures and to comply with all of the other terms and undertakings that
  are placed upon it to by the conditions of the (Series A) Debentures and by
  this deed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|5.2 | Until the
  date of registration for trading, the Companys payment of default interest
  at the rate of 3% per annum is in addition to the interest being paid
  according to the terms of the (Series A) Debentures (according to 365 days in
  the year) on the principal payments of principal, interest and linkage which
  shall not be transferred to the (Series A) Debenture holders on the due dates
  for payment set in this deed. It shall be clarified that after the
  registration for trading, no default interest shall apply as aforesaid.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|5.3 | The Company
  hereby confirms and declares that all of the money that shall be received
  from the debenture holders within the scope of the private issue as aforesaid
  in the preamble to this agreement, shall be used within the scope of the
  Companys regular business and in accordance with the decisions of the board
  of directors as there shall be from time to time including the realization of
  an option that was conferred upon the Company in connection with the
  acquisition of shares in the East Mediterranean Gas Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|5.4 | The Company
  undertakes to continue the engagement with Midroog (or another ranking company)
  for the ranking of the (Series A) Debentures up to the date of repayment of
  the (Series A) Debentures and to send to the Trustee the ranking reports and
  the ranking report updates, as far as these shall be received.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

9

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|6.  | Securing the (Series A) Debentures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|6.1 | Immediately
  after signing this Deed of Trust and prior to issuing (Series A) Debentures,
  the Trustee shall open a deposit account in his name in trust for the benefit
  of the holders of (Series A) Debentures and for purposes of safeguarding the
  Companys undertakings to the debenture holders only. Said account shall be
  opened at a bank whose ranking is no less than an AA ranking (or equivalent
  ranking), and where in the conditions for opening the account that shall be
  signed in respect thereof, it shall be stated that the Trustee shall have
  sole signatory rights for the deposit; the Company shall deposit into said
  account the sum of NIS 43,125,000 (the deposit).
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|6.2 | Said deposit
  shall be returned to the Company as follows (after the payment of all the
  interest at that time):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | At the time
  of making the first interest payment, the Company shall be refunded 1/6 of
  the sum that there shall be in the deposit at that time;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | At the time
  of making the second interest payment -1/5 of the sum that there shall be in
  the deposit at that time;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | At the time
  of making the third interest payment -1/4 of the sum that there shall be in
  the deposit at that time;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | At the time
  of making the fourth interest payment -1/3 of the sum that there shall be in
  the deposit at that time;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | At the time
  of making the fifth interest payment -1/2 of the sum that there shall be in
  the deposit at that time;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | At the time
  of making the sixth interest payment - the entire sum that shall remain in
  the deposit, including the yield that has accumulated in respect of the
  deposit less the bank charges in respect of managing said deposit and said
  account.                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|6.3 | The Trustee
  shall invest the deposit funds in banking deposits and in State of Israel
  securities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|6.4 | In the event
  of the (Series A) Debentures being submitted for repayment not on the
  repayment date, for any reason whatsoever, the deposit funds shall serve for
  completing the payments to the debenture holders, as far as such a completion
  shall be required. The balance of the funds in the deposit shall be returned
  to the Company. Furthermore, if at the time of the payment of interest as
  aforesaid, the Company shall not comply with its payments, the Trustee shall
  release out of the deposit funds a sufficient sum for the payment of interest
  to the debenture holders.                                                                                                        

10

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|6.5 | It is hereby
  clarified that said deposit is for the benefit of safeguarding the
  undertakings of the (Series A) Debenture holders only. The Company shall not
  undertake any action that may prejudice the right of the (Series A) Debenture
  holders to realize the deposit in the event of a breach of the Companys
  undertakings under the (Series A) Debenture terms and this Deed of Trust.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|6.6 | It is hereby
  clarified that the Company shall be permitted to attach its assets, in whole
  or in part, apart from the deposit, by way of any attachment or in any way
  whatsoever, without requiring any consent whatsoever from the Trustee and/or
  from the debenture holders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|6.7 | The Company
  shall be permitted to issue at any time, and without requiring the consent of
  the Trustee and/or the consent of the (Series A) Debenture holders, other
  debentures or additional series of debentures, either secured or unsecured,
  which may confer a right of conversion into the Companys shares or that do
  not confer such a right, and on the same terms of redemption, interest,
  linkage, ranking of repayment in the event of liquidation and other terms as
  the Company shall deem fit to so do, and whether they are preferential over
  the terms of the (Series A) Debentures, equal thereto or inferior thereto,
  provided that the ranking of the (Series A) Debentures at that time shall not
  be harmed. After the registration of the (Series A) Debentures for trading,
  the Company shall no longer be subject to limitation concerning harming the
  ranking as aforesaid.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|6.8 | The (Series
  A) Debentures shall have the same security ranking, pari passu, among themselves, in
  connection with the Companys undertakings according to the (Series A)
  Debentures, and without any right of preference of one against any others.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|6.9 | To remove
  any doubt it is clarified that the Trustees shall have no obligation to
  examine, and in practice the Trustee has not examined the economic value of
  the securities which have been provided and/or shall be provided (if at all)
  to safeguard the payments to the debenture holders. With his engagement
  through this Deed of Trust, and with the consent of the Trustee to serve as
  Trustee for the debenture holders, the Trustee is not providing his opinion,
  either explicitly or by inference, as to the economic value of the securities
  which have been placed and/or with shall be placed (if at all) by the
  Company. Furthermore, the Trustee is not providing his opinion concerning the
  ability of the Company to comply with its liabilities towards the debenture
  holders.                                                                                                   

11

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|    |                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|7.  | Early redemption at the initiative of the Stock Exchange                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                           
|    | After the
  debentures are registered for trading, should they be registered, the
  following provisions shall apply:                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                           
|    | Should it be
  decided by the Stock Exchange to remove those (Series A) Debentures in
  circulation from being traded and owing to this the value of the public
  holdings thereof have become less than the minimum value set in the Stock Exchange
  regulations concerning removal from trading, the Company shall act as
  follows:   
|    |                                                                                                                                                                                                                                                                                                                                           
|    | [a]                                                                                                                                                                                                                                                                                                                                        | Within 45
  days from the date of the decision of the Stock Exchange concerning the
  removal of the (Series A) Debentures from trading, the Company shall give notice
  about the repayment date upon which the (Series A) Debenture holders are
  permitted to redeem them.                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | [b]                                                                                                                                                                                                                                                                                                                                        | The
  notification concerning an early redemption date shall be published in two
  popular daily newspapers which appear in Israel in the Hebrew language, and
  shall be delivered in writing to all of the registered (Series A) Debenture
  holders and to the Trustee.                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | [c]                                                                                                                                                                                                                                                                                                                                        | The early
  redemption date shall fall no earlier than 17 (seventeen) days from the date
  of publication of the notice and no later than 45 days from the above date,
  but not during the period between the date set for the payment of interest
  and the date of its actual payment.                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | [d]                                                                                                                                                                                                                                                                                                                                        | At the early
  redemption date, the Company shall redeem those (Series A) Debentures whose
  holders wished to redeem them, according to the balance of their par value,
  together with the accumulated interest on the principal, which shall be
  calculated proportional to the period commencing after the last date in
  respect of which interest was paid up until the aforesaid early redemption
  date (a calculation of interest for part of a year shall be undertaken on the
  basis of 365 days in the year).
|    |                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | Setting the
  early redemption date as aforesaid, shall not harm the rights of redemption
  as set in the (Series A) Debentures, to any of the (Series A) Debentures
  holders who shall not redeem them on the early redemption date as aforesaid,
  but the (Series A) Debentures shall be removed from trading on the Stock
  Exchange.
|    |                                                                                                                                                                                                                                                                                                                                           
|    | The early
  redemption of the (Series A) Debentures as aforesaid, shall not confer on any
  of the (Series A) Debenture holders who shall redeem them as aforesaid the
  right to the payment of interest in respect of that period after the
  redemption date.                                                                          
|    |                                                                                                                                                                                                                                                                                                                                           
|8.  | Immediate repayment                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                           
|8.1 | Should one
  or more the following occur which are stipulated in this clause, below, then
  the provisions of clause 7(2) below shall apply:                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                           
|    | [a]                                                                                                                                                                                                                                                                                                                                        | Should the
  Company not repay any sum that it owes in connection with the debentures
  within 14 days after its repayment date has passed.                                                                                                                                                                                                                                                                                                                                                                                

12

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| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                        
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | [b] | Should the
  Company have submitted to the courts a petition for a compromise or
  settlement according to the bankruptcy code1 in the state of
  New York (the American law)
  (which is not within the scope of proceedings for a merger, split, or a
  change of structure or other reorganization), or a judicial order as
  aforesaid has been handed down (which is not within the scope of proceedings
  for a merger, split, or a change of structure or other reorganization).
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | [c] | If a
  permanent liquidator or a permanent receiver has been appointed for the
  Company and/or for its assets, in whole or in part, by a court or a valid
  decision has been made for the liquidation of the Company (apart from
  liquidation for purposes of a merger with another corporation and/or a change
  in the Companys structure) and said appointment or decision was not canceled
  within 60 days of its having been given.                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | [d] | Should one
  of the following occur, and in the opinion of the Trustee and/or the
  debenture holders, by way of a special decision as aforesaid, this should be
  considered a risk to the rights of the debenture holders:                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     | [1]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Should the
  holders of attachments realize the attachments they have on the Companys
  assets in whole, or an essential part thereof.                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                        
| |     | [2]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Should a
  lien be placed on the Companys assets in whole, or on an essential part
  thereof, and said lien shall not be removed within 60 days.                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                        
| |     | [3]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | An Execution
  Order action shall be performed against the Companys assets, in whole or an
  essential part thereof, and said action shall not be canceled within 60 days.                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                        
| |     | [4]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Should a
  temporary receiver have been appointed for the Company and/or for its assets
  in whole, or an essential part thereof, and said appointment shall not have
  been canceled within 60 days.  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                        
| |     | [5]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Should a
  temporary liquidator have been appointed for the Company and/or for its
  assets in whole, or an essential part thereof, and said appointment shall not
  have been canceled within 60 days.

|  |                            
|- | ---------------------------
| 
|1 | 11 U.S.C. Sec. 101 et. seq.

13

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| |                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                     | [6]                                                                                                                                                                                                                                                                                                                                                                                | Should a
  creditor of the Company have submitted to the courts a petition for a
  compromise or settlement according to the American law (which is not within
  the scope of proceedings for a merger, split or change of structure or other
  reorganization) or a judicial order was granted as aforesaid (which is not
  within the scope of proceedings for a merger, split or change of structure or
  other reorganization), and said petition or order was not canceled within 60
  days from the date of its submission and/or being given, as the case may be.
| |                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                     | [7]                                                                                                                                                                                                                                                                                                                                                                                | Should the
  Company cease making its payments and/or shall give notice of its intention
  to cease its payments and/or there is a real suspicion that it will cease its
  payments and/or shall cease to continue its business and/or shall in the
  future cease to continue its business and/or there is a real suspicion that
  it shall cease to manage its businesses.                                                                                                                                                                                            
| |                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                     | [8]                                                                                                                                                                                                                                                                                                                                                                                | Should the
  Company breach or shall not fulfill any condition or undertaking included
  within the debenture and this deed, and shall not make good said breach
  within 30 days from the date it shall be requested to so do in writing by the
  Trustee, or should it be ascertained that a declaration or presentation that
  had been given by the Company in the Deed of Trust and/or in the (Series A)
  Debenture certificate (including those terms recorded on the reverse side of
  the page) were incorrect.                                                
| |                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | [e]                                                                                                                                                                                                 | Should
  another series of debentures that were issued by the Company become immediately
  repayable, unless the (Series A) Debentures were registered for trading.                                                                                                                                                                                                               
| |                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                   
| | [f]                                                                                                                                                                                                 | Should,
  prior to registering the (Series A) Debentures for trading, Mr. Yosef Maiman
  cease to be the effective controlling owner of the Company. For this matter,
  effective control is the direct or indirect holding of the issued and paid up
  share capital of the Company which confers the largest holding share as a
  sole holder of all the Companys shareholders.
| |                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                   
| | [g]                                                                                                                                                                                                 | Any other
  event which in the Trustees reasonable opinion constitutes essential harm
  and/or if there is a real suspicion for essential harm to the rights of the
  (Series A) Debenture holders, including the existence of circumstances which
  provide reasonable foundation to assume that the Company is becoming insolvent.                                             
| |                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                   
| | As regards
  this clause, an essential part of the Companys assets means assets whose
  value in the Companys books exceeds 50% of the Companys equity capital
  and/or 40% of Companys assets.

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|8.2 | A meeting of
  the (Series A) Debenture holders shall be convened as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | 8.2.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | The Trustee
  shall be obligated to convene a meeting of (Series A) Debenture holders whose
  date of convening shall be after the elapse of 30 days from date of its
  convening (or an earlier date according to the provisions of clause 7.2.4
  below) and on whose agenda shall be a resolution concerning the immediate
  repayment of the entire unpaid balance of the (Series A) Debentures owing to
  the occurrence of one of those events stipulated in the sub-clauses of clause
  7.1 above.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | 8.2.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Should,
  until the date of convening the meeting, any of the events stipulated in the
  sub-clauses of clause 7.1 above not have been canceled, or removed, and a
  decision at the meeting of debenture holders as aforesaid was taken as a
  special decision (as defined in the Second Addendum to this deed), the
  Trustee shall be obligated, within a reasonable period of time, to submit the
  entire unpaid balance of the (Series A) Debentures for immediate repayment.                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | 8.2.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | A copy of
  the notification for convening the meeting as aforesaid shall be sent by the
  Trustee to the Company immediately upon the publishing of the announcement
  which shall constitute prior warning in writing to the Company concerning his
  intention to act as aforesaid.                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | 8.2.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | The Trustee
  is permitted, at his discretion, to shorten the counting of 30 days as
  aforesaid (in clause 7.2.1 above) under circumstances in which it will be, in
  the Trustees opinion, that any delay in the Company repaying the debt,
  endangers the rights of the (Series A) Debenture holders.                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|9.  | Claims and proceedings by the Trustee                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|9.1 | Without
  derogating from any other instruction in this deed, the Trustee shall be
  permitted, at his discretion, and without giving additional notification to the
  Company, to take against the Company, any of those proceedings, including
  legal proceedings as he deems fit to so do and subject to the provisions of
  any law, for purposes of enforcing the Companys obligations under this deed
  and for purposes of realizing the rights of the (Series A) Debenture holders
  under this deed.                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|9.2 | The Trustee
  shall be obligated to act in accordance with clause 8.1 above, without any
  delay should he be required to so do by a special decision taken at a general
  meeting of the (Series A) Debenture holders by a majority of 75% of those
  participating in the ballot. However, if the Trustee saw that under the
  circumstances of the case, this is not justified and/or reasonable to so do,
  he shall approach the relevant court with a petition to receive instructions
  on this matter, and he shall act in accordance with these instructions.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|9.3 | The Trustee
  is permitted, prior to taking the aforesaid measures, to call a meeting of
  holders to allow the holders to decide by way of a special decision as to
  which steps to take for realizing their rights under this deed. And also, the
  Trustee is permitted to again convene a meeting of holders for purposes of
  receiving instructions on everything appertaining to the administration of
  said proceedings.                                                                                                                                    

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|9.4 | Subject to
  the provisions of this deed, the Trustee is permitted, but not obligated, to
  call a general meeting at any time of the (Series A) Debenture holders in
  order to discuss and/or to receive their instructions on everything concerning
  this deed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|9.5 | In the event
  of immediate repayment, the Trustees shall give notice to the (Series A)
  Debenture holders concerning the occurrence of said event by sending
  notification by registered mail.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|9.6 | The Trustee
  is permitted, at his sole discretion, to delay executing any of his actions
  under this deed for purposes of applying to a meeting of the (Series A)
  Debenture holders and/or the courts until he shall receive instructions from
  the meeting of the (Series A) Debenture holders and/or instructions from the
  court as to how to act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|9.7 | To remove
  any doubt it is hereby clarified that nothing in the provisions stipulated
  above harm and/or derogate from the right of the Trustee which is conferred
  upon him hereby to apply, at his sole discretion, to legal tribunals, even
  prior to the (Series A) Debentures being immediately repaid, for purposes of
  the giving of any order regarding the trust affairs.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|10. | Distribution of receipts                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | Any receipts
  received by the Trustee as a result of steps taken, should they be taken,
  against the Company, shall be held by him in trust and shall be used by him
  for purposes and according to the following order of priorities:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | First of all
  to clear the expenses, the payment of the levies and the obligations that
  were borne by the Trustee, that were placed upon him, or were caused
  indirectly or as a result of actions taken for the trust or in another manner
  in another context with the terms of this deed, including his fees; secondly,
  for purposes of paying the (Series A) Debenture holders the default interest
  to which they are entitled according to the terms of the (Series A)
  Debentures pari passu and
  proportionally to the sum of the interest in default to which each one
  thereof is entitled without any right of preference of one against any
  others; thirdly, for purposes of paying the (Series A) Debenture holders the
  sums of the principal to which they are entitled according to the (Series A)
  Debentures being held by them pari passu
  which shall be whether the payment date of the principal sums has arrived or
  not, and proportionally to the sums to which they are entitled, without any
  preference in connection with bringing forward the time of the issue of the
  (Series A) Debentures by the Company or in another way, and the surplus,
  should there be one, the Trustee shall refund to the Company or to those in
  its stead.

16

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | The payment
  of any sums by the Trustee to the (Series A) Debenture holders is subject to
  the rights of other Companys creditors, should there be any.                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|11.  | Authority to delay distribution of funds                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|11.1 | Notwithstanding
  the contents of clause 9 above, should the financial sum which shall be
  available, at any time, for distribution in accordance with clause 9 above,
  be less than 5% of the balance of the unpaid debenture principal, and at the
  Trustees discretion, that such a distribution as this would harm the
  debenture holders, the Trustee shall be permitted to invest said sum, in
  whole or in part, in those investments permitted by this deed.                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|11.2 | On the date
  on which these investments and their profits, together with additional funds
  that shall come into the possession of the Trustee for said purpose, reach a
  sum sufficient to pay at least 5% of the balance of the unpaid debenture
  principal, or after one year has elapsed from the date upon which the
  receipts were received by the Trustee as stated in clause 9 above, whichever
  is the earlier thereof, the Trustee shall pay same to the debenture holders
  in accordance with the contents of clause 9 above.                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|11.3 | Notwithstanding
  the contents of this clause, the (Series A) Debenture holders are permitted,
  through a special decision, to instruct the Trustee to pay them the money as
  aforesaid even prior to the fulfilling of the conditions of this clause.                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|12.  | Notification regarding division and separation by the Trustee                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|12.1 | The Trustee
  shall give notice to the (Series A) Debenture holders regarding the date and
  place in which the payment of any kind will be made out of those payments
  referred to in clauses 9 and 10 above, which shall be upon giving prior
  notification of 14 days which shall be sent in the manner specified in clause
  23 below.                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | After the
  set notification date, the (Series A) Debenture holders are entitled to
  interest in respect thereof at the rate set in the (Series A) Debentures,
  only on the balance of the principal sum (should there be one) after a
  deduction of the sum that was paid or that was issued to them for the payment
  as aforesaid.                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|12.2 | Any sum to
  which a debenture holder is entitled which was not actually paid on the due
  date for payment for a reason not in the Companys control, while the Company
  was prepared to pay it, shall cease to bear interest and linkage
  differentials from the date that was set for the payment thereof, while the
  debenture holder shall be entitled only to those sums to which he was
  entitled on the due date for the making of that payment against the
  principal, interest and linkage differentials, together with the accumulated
  yields thereon from the due date for payment.

17

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|12.3 | The Company
  shall deposit with the Trustee, within 15 working days from the date set for
  that payment, the payment sum that was not paid for a reason that was not
  within its control, and said deposit shall be considered as a complete
  clearing of that sum, and in the event of a clearing of everything owed in
  respect of the debenture, also as a redemption of the debenture.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|12.4 | The Trustee
  shall deposit any sum as aforesaid within the scope of the Trustee accounts
  in his name and in favor of those debenture holders who will invest in
  investments permitted to him according to the laws of the State of Israel and
  the provisions of the Deed of Trust, all as the Trustee shall deem fit to so
  do, and subject to any law and as set in this Deed of Trust. Should the
  Trustee so do, he shall not be obligated to those so entitled in respect of
  those sums but the proceeds received from the realization of the investments
  less all of the expenses and fees associated with said investment, with the
  management of the trust account and deducting any obligatory payments
  applying to the trust accounts and/or investment as aforesaid, and it shall
  be paid to those so entitled against a presentation of those proofs that may
  be required by him, to his complete satisfaction.                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|12.5 | The Trustee
  shall hold these funds and shall invest them in the stipulated manner, until
  the end of one year from the date of the final redemption of the debentures.
  After this date, the Trustee shall pass on the sums accumulated with him
  (including the profits deriving from the investment thereof) less his fees
  and expenses, to the Company, which shall hold these sums in trust for said
  beneficiaries. The Company shall confirm to the Trustee in writing regarding the
  holding of the above sums and concerning the receipt thereof in trust for the
  beneficiaries as aforesaid and shall indemnify the Trustee in respect of any
  damage of any kind whatsoever that he may be caused owing to the transfer of
  said funds, provided that the Trustee has acted reasonably. The Company shall
  hold said funds in trust for the debenture holders so entitled to those sums
  for a period of six further years from the date of the transfer thereof to it
  from the Trustee. Money that shall not be demanded from the Company by a
  debenture holder by the end of seven years from the final redemption date of
  the debenture, shall revert to the ownership of the Company, and it shall be
  permitted to make use of the balance of the funds for any purpose whatsoever.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|13.  | Receipts from debenture holders                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | A receipt
  from (Series A) Debenture holders in respect of sums of principal and
  interest paid to him by the Trustee and in respect of a (Series A) Debenture
  shall release the Trustee and the Company completely in everything associated
  with the payment of those sums stipulated in the receipt.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

18

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | A receipt
  from the Trustee concerning the deposit of sums of principal and interest
  with him in favor of (Series A) Debenture holders as stated in clause 12.3
  above, shall be considered as a receipt from a (Series A) Debenture holder
  for the purpose stated in clause 12.1 above in respect of releasing the
  Company from anything connected with the making of the payment of those sums
  stipulated in the receipt.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | Funds that
  were distributed as stated in clause 12 above, shall be considered as payment
  on account of redemption.                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                      
|14. | The Companys undertaking towards the Trustee                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | The Company
  hereby undertakes to the Trustee, for the entire time that the (Series A)
  Debentures have not been fully paid, as follows:                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | 14.1                                                                                                                                                                                                                                                                                                                                                                                                                                  | To be
  diligent in managing the Companys affairs in a routine, correct and
  effective manner, according to the provisions of law.                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | 14.2                                                                                                                                                                                                                                                                                                                                                                                                                                  | To hold and
  preserve its assets in a good and satisfactory state and to regularly and
  accurately make all of those obligatory payments that apply, should they
  apply, to its assets.                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | 14.3                                                                                                                                                                                                                                                                                                                                                                                                                                  | To give and
  to instruct its accountants to provide the Trustee and/or to those people it
  so directs, any document or information appertaining to the business affairs
  and/or the assets of the Company that may be reasonably required, at the
  discretion of the Trustee, for purposes of protecting the (Series A)
  Debenture holders.                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | 14.4                                                                                                                                                                                                                                                                                                                                                                                                                                  | To
  administer orderly accounts ledgers according to customary bookkeeping
  principles. To keep said ledgers and documents that may be used as evidence
  (including deeds of pledge, mortgage, accounts and receipts), and also to
  allow the Trustee and/or anyone who shall be appointed by the Trustee in
  writing for this purpose, to peruse at any reasonable time, any ledger and/or
  document and/or certification as aforesaid, subject to the settling of
  problems.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                       | The Trustee
  hereby undertakes to keep any information that was provided as aforesaid,
  strictly confidential, apart from the need to transfer data to a meeting of
  (Series A) Debenture holders for purposes of making a decision appertaining
  to their rights according to the (Series A) Debentures or for purposes of
  giving a report concerning the Companys state.                                                                                                    

19

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| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 14.5  | To allow the
  Trustee and/or anyone who shall be appointed by the Trustee in writing for
  this purpose, to enter its offices and any location where its assets are
  located, at any reasonable time, for purposes of examining its assets, at the
  discretion of the Trustee, for purposes of protecting the (Series A)
  Debenture holders. By his signature on this Deed of Trust, the Trustee
  undertakes to maintain confidentiality in respect of the information that
  shall be passed to him that he shall not make any use thereof other than as
  is stipulated in this clause below.
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | 14.6  | To notify
  the Trustee, no later than two working days from the time at which it shall
  give notice, about any instance in which an attachment has been placed upon
  its assets, in whole or in part, and also about any instance in which a
  receiver, a special manager or liquidator has been appointed for its assets
  in whole or in part, and also to immediately take, at its expense, all
  reasonable means required for purposes of removing such an attachment or a
  cancellation of the receivership.                                                                             
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | 14.7  | To invite
  the Trustee to Company shareholders meetings (whether these are annual
  general meetings or extraordinary general meetings of the Companys
  shareholders), where on the agenda for said meeting will be a subject that
  may be of interest to the Trustee, at the Trustees discretion. (Without
  granting the Trustee a right to vote at these meetings).                                                                                                                                                                                                                         
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | 14.8  | To give
  notice to the Trustee in writing about the occurrence of any incident among
  those stipulated in clause 7.1 above, no later than two working days from the
  date of the occurrence of the event.                                                                                                                                                                                                                                                                                                                                                                                        
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | 14.9  | To send to
  the Trustee, no later than the end of 30 days from the date of this Deed of
  Trust, a payments timetable for clearing the debentures (principal and
  interest) in an excel file.                                                                                                                                                                                                                                                                                                                                                                                                     
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | 14.10 | To provide
  the Trustee with certification, at his demand, that all the payments have
  been made to (Series A) Debenture holders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | 14.11 | To make all
  of the declarations and to sign all of the documents, to execute and cause to
  be executed all of those necessary actions which are required in accordance
  with law for purposes of giving validity to use authorities, powers and
  permits by the Trustee and/or by his representatives under this deed.                                                                                                                                                                                                                                                                         
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | 14.12 | To provide
  the Trustee with any necessary information, and that which he shall require,
  for purposes of protecting the (Series A) Debenture holders, to make him
  aware of all the facts associated with the Companys business or assets,
  subject to the undertaking by the Trustee to maintain confidentiality.                                                                                                                                                                                                                                                                            
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | 14.13 | To pass on
  to the Trustee those reports and statements stipulated in clause 28 below.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

20

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                      
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | The Trustee
  hereby undertakes to maintain all information given to him as aforesaid in
  complete confidentiality, apart from the need to pass on information to a
  meeting of (Series A) Debenture holders for purposes of making a decision
  appertaining to the rights of the (Series A) Debenture holders or for purposes
  of giving a statement about the state of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|15. | Further undertakings                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | After the
  (Series A) Debentures shall be submitted for immediate repayment, as defined
  in clause 8 above, the Company shall undertake, from time to time and at any time
  so required by the Trustee, all of those reasonable activities that shall
  allow the exercising of the authorities given to the Trustee and especially,
  the Company shall take the following actions:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | [a]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | It shall
  make its declarations and/or sign any documents and/or shall execute and/or
  cause to execute any actions that are necessary and/or required in accordance
  with law for purposes of giving validity to the exercise of the authorities,
  powers and permits of the Trustee and/or his representatives.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                      
|    | [b]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | It shall
  provide all of the notifications, instructions and stipulations that the
  Trustee shall consider as being effective and required.                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                      
|    | [c]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | For purposes
  of this clause - notification in writing signed by the Trustee certifying
  that an action required by him, within the scope of his authority, is a
  reasonable act, shall constitute prima
  facie evidence for this.                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                      
|16. | Representatives                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | The Company
  hereby irrevocably appoints the Trustee as its representative, to execute and
  carry out in its name and in its stead all of the actions that it shall be
  obligated to undertake according to the terms stipulated in this deed, and
  generally to act in its name in respect of the actions that the Company is
  obligated to take under this deed, and has not executed them or has executed
  part of the authorities given to it, and to appoint any other person as the
  Trustee shall deem fit to so do to execute his duties under this deed, which
  is subject to the Company not having executed those activities that it is
  obligated to so do under the terms of this deed, within a reasonable period
  of time, according to the determination of the Trustee from the date of the
  Trustees demand in writing provided that he has acted reasonably.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | There is
  nothing in the appointment under this clause, that obligates the Trustee to
  undertake any action and the Company hereby absolves the Trustee in advance
  in the event of his not executing, by power of the aforesaid power of
  attorney, any action whatsoever and/or has not undertaken same on time and/or
  correctly. Furthermore, the Company hereby waives in advance any claim
  against the Trustee and/or his emissaries in respect of any damage that was
  caused and/or that is liable to be caused to it, either directly and/or
  indirectly, in respect of the Trustees acts and/or omissions as stated in
  this clause, provided that these were not undertaken negligently or with a
  lack of good faith.                                                                                                                                              

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|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|17. | Other agreements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | Subject to
  the provisions of law and the limitations placed upon the Trustee by law,
  nothing in the fulfilling of the Trustees duties, under this deed, or by
  power of his position as Trustee, prevents him from entering into various
  contractual agreements with the Company or to carry out transactions with it
  during the usual course of his business.                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|18. | Reporting by the Trustee                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | The Trustee,
  by the end of the third quarter of each calendar year, shall prepare an
  annual statement on the Trustees affairs all of which is in accordance with
  the stipulations of Article 35H of the Securities Law (the annual statement).                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | Debenture
  holders shall be permitted to view the annual statement at the Trustees
  offices during customary office hours and they shall be permitted to receive
  a copy of the report upon demand.                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | The Trustee
  shall send to the debenture holders, notification about the date of
  submitting the report, as stated in clause 23 below or an immediate report
  which shall be published by the Company. Should the Trustee become aware of
  an essential breach of this deed on the part of the Company, he shall give
  notice about said breach to the debenture holders and about the steps he took
  to prevent same or for the fulfilling of the Companys obligations, as the
  case may be.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|19. | Salary and covering the Trustees expenses                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | The Company
  shall pay a fee to the Trustee for his services, according to this deed, as
  stipulated below:                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | [a]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | For the
  first trusteeship year, namely in respect of 12 calendar months from the date
  of signing this Deed of Trust, NIS 30,000.                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | [b]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | As from the
  second trusteeship year - an annual fee of NIS 20,000 linked to the basic
  index (the annual fee). The
  annual fee shall be paid to the Trustee at the commencement of each
  trusteeship year. The annual fee shall be paid to the Trustee in respect of
  the period until the end of the trusteeship. According to the terms of this
  deed, even if the Company has had a receiver and/or an administrative
  receiver appointed for it and/or if the trusteeship under this deed is being
  administered under court supervision.

22

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| |                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | [c]                                                                                                                                                                     | Should the
  Trustees term of office come to a close, as stated in clause 27 below, the
  Trustee shall not be entitled to the payment of his fees as from the date of
  expiry of his term of office. Should the term of office of the Trustee expire
  during the course of the trusteeship year, fees that were paid in respect of
  those months in which the Trustee is not serving as a trustee to the Company
  shall be refunded.                         
| |                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | [d]                                                                                                                                                                     | Furthermore,
  the Trustee shall be entitled to a refund of reasonable expenses that he has
  incurred within the scope of fulfilling his duties and/or by power of the
  authorities granted to him by this deed, including in respect of newspaper
  advertisements provided that in respect of expenses to experts, as stipulated
  in clause 20 below, the Trustees shall have given notice in advance
  concerning his intention to receive an expert opinion.
| |                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | [e]                                                                                                                                                                     | The Trustee
  shall also be entitled to an additional payment of reasonable expenses in
  respect of an act deriving from the breach of this Deed of Trust by the
  Company or in respect of an act of submitting the (Series A) Debentures for
  immediate repayment and in respect of special acts that he may be required to
  carry out, should he be so required, for purposes of fulfilling his duties
  under this deed.                                    
| |                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                         | It is hereby
  agreed between the parties that the Trustee shall be entitled to a fee
  amounting to US$120 for each hour of work that he may be required to
  undertake as stated above.                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                         | Should any
  changes apply to the provisions of law under which the Trustee shall be
  required to take actions and/or inspections and/or the preparation of
  additional statements, the Company undertakes to bear only all of those
  reasonable expenses that the Trustee shall be caused owing thereto, including
  reasonable fees in respect of these actions.                                                                                              
| |                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | [f]                                                                                                                                                                     | In respect
  of his participation at a meeting of the Companys shareholders or of the
  debenture holders - the sum of NIS 500 linked to the basic index.                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | VAT, should
  it apply, shall be added to the payments to which the Trustee is entitled
  according to the provisions of this clause, and shall be paid by the Company.

23

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|20. | Special authorities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | The Trustee
  shall be permitted to deposit all of the deeds and documents which provide
  testimony, which represent and/or which set his entitlement in connection
  with any asset which is then in his possession, in a safe and/or in another
  location as he selects, with any banker and/or any banking Company and/or
  with any lawyer. Should the Trustee so do, he shall not be responsible for
  any loss that may be caused in connection with such a deposit, unless the
  Trustee acted with negligence or malice.                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | The Trustee
  is permitted, within the scope of executing the trust affairs, under this
  deed, to act at his discretion and/or from the advice of any lawyer,
  accountant, appraiser, valuer, surveyor, agent or other expert, whether such
  a report and/or advice was prepared at the request of the Trustee and/or by
  the Company and the Trustee shall not be responsible for any loss or damage
  that may be caused as a result of any action and/or omission undertaken by
  him based upon such advice or report, unless the Trustee acted with
  negligence or with a lack of good faith.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | Any such
  advice and/or report may be provided, sent or received by letter, telegram,
  facsimile and/or any other electronic means for the transfer of data, and the
  Trustee shall not be responsible for any acts that he undertook based upon
  the advice and/or report or information that was sent by one of the means
  referred to above even if there is a mistake and/or if it was not authentic,
  unless the Trustee had acted with negligence or with a lack of good faith.                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | A copy of
  said report shall be presented to each one of the (Series A) Debenture
  holders at their demand.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | The Trustee
  shall not be obligated to give notice to any party about the signing of this
  deed, and he is not permitted to become involved in any way whatsoever in the
  management of the Companys business or its affairs other than according to
  the authorities granted to the Trustee in this deed.                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | The Trustee
  shall faithfully use the powers, permissions and authorities conferred upon
  him under this deed, at his complete discretion, and he shall not be
  responsible for any damage that may be caused owing to a mistake in the
  aforesaid discretion, unless the Trustee acted with gross negligence or with
  a lack of good faith.                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|21. | The authority of the Trustee to employee emissaries                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | The Trustee
  shall be permitted to employee an emissary/emissaries who shall act in his
  stead, whether this be a lawyer or other person, for purposes of carrying out
  or participating in the execution of special activities which must be carried
  out in connection with the trusteeship and without derogating from the
  generality of the aforesaid, the taking of legal action.                                                                                                                                                                                                           

24

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                        |                                                                                                                                    
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------
|22.  | Indemnification of the Trustee                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|22.1 | The Trustee
  shall be entitled to receive indemnification in respect of his expenses from
  the (Series A) Debenture holders or from the Company, as the case may be, in
  respect of the reasonable expenses that he had incurred and/or shall incur,
  as the case may be, in connection with the activities he carried out and/or
  which he will be carrying out, by power of his obligations under the terms of
  the Deed of Trust and/or by law and/or the provisions of any relevant
  authority and/or any law and/or at the demand of the (Series A) Debenture
  holders or the Company, provided:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | [1]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | That he
  shall not be entitled to demand the indemnification in advance on a matter
  that cannot suffer delay.                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                       
|     | [2]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | An
  undertaking for indemnification may include indemnification in respect of
  liability for damages that the Trustee shall be obligated for, according to a
  final court ruling or compromise that was concluded in respect of a third
  party who is not a debenture holder, subject to the following conditions:
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | [a]                                                                                                                                                                                                                                                                                                                    | The expenses
  owing to a liability for damages are reasonable;                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                        |                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | [b]                                                                                                                                                                                                                                                                                                                    | The Trustee
  acted in good faith and not negligently and this action was taken within the
  scope of the fulfilling of his duties.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                        |                                                                                                                                    
|     | [3]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | In any event
  in which the Trustee acted as a result of a direct breach of this deed by the
  Company, which was caused for reasons dependent upon the Company only, then
  the obligation for indemnification shall be borne by the Company only.                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                       
|22.2 | Without
  prejudice to the rights for compensation granted to the Trustee according to
  law and/or the undertakings of the Company under this deed, the Trustee, his
  representative, manager, agent or other person appointed by the Trustee in
  accordance with this deed, shall be entitled to receive indemnification out
  of the funds that will be received by the Trustee from the steps that he took
  and/or in another manner according to this deed, appertaining to the
  obligations that they took upon themselves, in respect of the reasonable
  expenses that they incurred owing to the execution of the trusteeship or in
  connection with such activities, which in their opinion the above were
  required to be carried out and/or in connection with the use of authorities
  and permissions granted by power of this deed, and also in connection with all
  kinds of legal proceedings, the professional opinion of a lawyer or other
  experts, negotiations, disputes, expenses, claims and demands appertaining to
  any matter and/or event that was undertaken and/or that was not undertaken in
  any way in respect of the matter, and the Trustee may hold back those funds
  in his possession and pay out therefrom those sums necessary for purposes of
  the payment of said indemnification.

25

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                               
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|22.3 | Subject to
  the provisions of any law, any verification that the Trustee shall be
  obligated for under the terms of the Deed of Trust, to take any action,
  including the opening of proceedings or submitting claims at the demand of
  the (Series A) Debenture holders, as stated in the Deed of Trust, the Trustee
  shall be permitted to refrain from taking any such action, until he shall
  receive, to his satisfaction, a letter of indemnification from the (Series A)
  Debenture holders or from any one thereof in respect of any liability for
  damages and/or expenses that could be caused to the Trustee and to the
  Company or to any one thereof, owing to the taking of said action.
  Notwithstanding the aforesaid, the Trustee shall not desist from taking
  action that cannot suffer delay for this reason only. Furthermore,
  notwithstanding the above, for events in which there will be a need to take
  legal action, the Company shall deposit with the Trustee a sum that shall be
  set by the Trustee as being the sum anticipated for the Trustees expenses in
  respect of said proceedings. Should the Company not have deposited the above
  sum on the date on which it was requested to so do by the Trustee, and in the
  opinion of the Trustee, there is a doubt in connection with the Companys
  ability to cover the costs involved in taking these steps by the Trustee, the
  Trustee shall immediately convene a meeting of debenture holders for purposes
  of approving their responsibility to cover the expenses involved in the steps
  which the Trustee will be taking. Should the debenture holders refuse to bear
  the expenses involved in taking these steps by the Trustee, then the Trustee
  shall not be obligated to take said steps. It is hereby clarified that
  nothing in the aforesaid harms and/or derogates from the obligation of the
  Trustee to carry out actions by power of his obligation under the terms of
  this deed, or according to the demand by the debenture holders or at the
  demand of the Company, even prior to receipt of indemnification and/or an
  undertaking to indemnify as aforesaid, as the case may be, but in any event,
  the Trustee shall not be required to take any action whatsoever which
  requires the financial outlay of a sum exceeding the last annual payment
  which was paid to the Trustee.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|23.  | Notifications                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|23.1 | Any
  notification from the Company and/or the Trustee to debenture holders shall
  be given in one of the two methods stipulated below, at the discretion of the
  Company or the Trustee, as the case may be:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | 23.1.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | By sending
  notice according to the last address of the debenture holder registered in
  the ledger, and according to one of the three methods stipulated in clause
  23.2 below. This method of giving notice is only possible in respect of
  debenture holders who shall be registered themselves in the roster and not
  through the nominee company; or-

26

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| |        |                                                                                                                                                                                                                                          
| | ------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 23.1.2 | By an announcement
  that shall be published in two popular Hebrew language daily newspapers in
  Israel. An announcement published in newspapers as aforesaid shall be
  considered as being delivered on the date of the advertisement.

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|23.2 | Any
  notifications or demands on behalf of the Trustee to the Company may be given
  by letter that shall be sent by registered mail according to the address
  stipulated in this Deed of Trust, or according to another address about which
  the Company had notified the Trustee in writing, or by means of sending by
  fax or by courier and any notification or demand of this kind shall be
  considered as having been received by the Company: (1) in the event of
  sending by registered mail - 3 working days from the date of its being
  delivered for mailing; (2) in the event of sending by fax (with the addition
  of checking by telephone as to whether it has been received) - 1 working day
  from the date of its sending; (3) and in the event of sending by courier,
  upon its delivery by the courier to the address or upon suggesting to the
  recipient that he collect it, as the case may be.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|23.3 | Any
  notification or demand from the Company to the Trustee may be given in
  writing that shall be sent by registered mail according to the address
  stipulated in the Deed of Trust, or according to another address about which
  he had given notice to the Company in writing, or by means of sending by fax
  or by courier and any notification or demand of this kind shall be considered
  as having been received by the Trustee: (1) in the event of sending by
  registered mail - 3 working days from the date of its being delivered for
  mailing; (2) in the event of sending by fax (with the addition of checking by
  telephone as to whether it has been received) - 1 working day from the date
  of its sending; (3) and in the event of sending by courier, upon its delivery
  by the courier to the address or upon suggesting to the recipient that he
  collect it, as the case may be.            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|23.4 | Copies of
  the notices and invitations that the Company shall give to the debenture
  holders, shall also be sent by the Company to the Trustee. Copies of notices
  and invitations that shall be sent by the Trustee to the debenture holders
  shall also be sent by the Trustee to the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

27

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|24.  | Waiver;
  compromise and changes
  in the terms of the Deed of Trust                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|24.1 | Subject to
  the provisions of the Securities Law, the Trustee shall be permitted, from
  time to time and at any time, if he is convinced that this does not, in his
  opinion, harm the rights of the debenture holders, waive any breach or non-fulfillment of any of the terms of the Deed of Trust by the Company.
  Notwithstanding the aforesaid, the Trustee shall not have discretion as
  aforesaid in anything appertaining to the non-making of payments according to
  the (Series A) Debentures, a change in the payment terms for the principal
  and/or the interest, a change in securities, the grounds for immediate
  repayment and reporting that the Company must send to the Trustee according
  to the Deed of Trust and by law.                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     | Subject to
  the provisions of the Securities Law, and with the prior approval that will
  be given by the general meeting of debenture holders, by a majority of 75% of
  those participating in the ballot, who were present at it themselves or
  through representatives, holding at least 50% of the balance of the as yet
  unpaid principal on debentures that are in circulation, or at a postponed
  meeting where present thereat were the holders themselves or through
  representatives holding at least 10% of said balance, then the Trustee shall
  be permitted, either prior to or after the debenture principal is submitted
  for repayment, to enter into a compromise with the Company in connection with
  any right or claim by the debenture holders or any one thereof and to agree
  with the Company to any settlement, including, in connection with his rights
  or the rights of the debenture holders or any one thereof against the
  Company, including to give a waiver of a right or claim by the debenture
  holders against the Company according to the Deed of Trust.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|24.2 | Subject to
  the provisions of the Securities Law, the Regulations that shall be enacted
  by power thereof and any law, the Company and the Trustee are permitted,
  either prior to or after the debenture principal shall be submitted for repayment,
  to change the Deed of Trust (including a change in the terms of the
  debentures), should one of the following be fulfilled:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|24.3 | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | The Trustee
  is convinced that said change does not harm the debenture holders, apart from
  changes appertaining to the dates and payments according to the (Series A)
  Debenture, a reduction of interest, the grounds for immediate repayment and
  reporting that the Company must send to the Trustee according to the Deed of
  Trust and by law.                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | The
  debenture holders have agreed to the proposed change by way of a special
  resolution that was passed at a general meeting of the debenture holders
  where present thereat are the debenture holders themselves or through
  representatives of at least 50% of the balance of the as yet unpaid principal
  of the debentures in circulation, or at a deferred meeting, where present
  thereat are the holders either themselves or through representatives, of at
  least 50% of said balance.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | The Company
  shall send an immediate report about any such change.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

28

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|24.4 | In any event
  of the Trustee exercising his rights under clauses 24.1 or 24.2 above, the
  Trustee is permitted to demand from the debenture holders to send their
  certificates to him or to the Company, for purposes of registering a comment
  concerning any waiver, compromise, change or amendment as aforesaid, and at
  the demand of the Trustee, the Company shall record a comment as aforesaid on
  the certificates so sent to it.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|24.5 | Notwithstanding
  the aforesaid, the Company shall be permitted until the (Series A) Debentures
  shall be registered for trading on the Stock Exchange, should they be
  registered, to make changes to the Deed of Trust and/or to the debentures, as
  may be demanded by the Securities Authority and/or the Stock Exchange and/or
  the Stock Exchange Clearing House and/or other governmental authority,
  inasmuch as said changes are acquired for purposes of carrying out the
  registration for trading on the Stock Exchange, or for purposes of granting a
  permit to publish the prospectus which shall be without the need for the
  consent of the Trustee and/or the debenture holders.                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|25.  | (Series
  A) Debenture holders ledger                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|25.1 | The Company
  shall administer at its registered offices, a ledger of (Series A) Debenture
  holders, in which will be recorded the names of the (Series A) Debenture
  holders, their addresses, their number and par value of the (Series A)
  Debentures which are recorded in their name. Also shall be recorded in the
  ledger any change of ownership of the debentures. The Company is permitted to
  close the ledger from time to time for a period or periods not jointly
  exceeding 30 days per annum. The Trustee and also all (Series A) Debenture
  holders shall be permitted to peruse said ledger of (Series A) Debenture
  holders at any reasonable time.                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|25.2 | The Company
  shall not be obligated to register in the ledger of debenture holders any
  notifications concerning explicit trusteeship, either real or presumed, or a
  pledge or attachments of any kind whatsoever, or any equitable right, claim
  or set-off or any other rights in connection with the (Series A) Debentures.
  The Company shall only recognize the ownership of that person in whose name
  (Series A) Debentures shall be registered provided that his legal heirs,
  estate administrators or executors of the Will of the registered owner and
  any person who shall be entitled to a debenture owing to the bankruptcy of
  any registered owner (and if he is a corporation - owing to his liquidation)
  shall be permitted to be registered as the owner thereof, after providing
  evidence which in the opinion of members of the board of directors of the
  Company are sufficient to prove the entitlement of any one thereof to be
  registered as the owner thereof.

29

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|26.  | Release                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | Should it be
  proven, to the satisfaction of the Trustee, that any (Series A) Debentures
  were paid in full, were redeemed or should the Company have deposited in
  trust with the Trustee sums of money which are sufficient for redemption, and
  also should it be proven to the satisfaction of the Trustee that all of the
  obligations and expenses that were made or incurred by the Trustee in
  connection with this deed and according to its provisions, were paid in full,
  then the Trustee shall be obligated, upon first demand by the Company, to act
  with the money, that has been deposited in respect of the (Series A)
  Debentures whose redemption has not been demanded, according to the terms
  stipulated in this deed.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|27.  | Appointment
  of a new trustee and termination of a Trustees term of office                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|27.1 | In respect
  of the Trustees term of office and its expiry, and in regards to the
  appointment of a new trustee, the provisions of the Securities Law shall
  apply.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|27.2 | Subject to
  the provisions of the Law, the Trustee and any trustee replacing him, shall
  be permitted to resign from his position as trustee upon giving notification
  in writing to the Company 3 (three) months in advance which will contain
  details of the reasons for his resignation.                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|27.3 | Said
  resignation shall come into effect only after the courts shall have given
  approval thereto and also on the day that shall be set in said approval. In
  the event of such a resignation or in the event of the expiry of the
  Trustees term of office, the court is permitted to appoint another trustee
  to replace the Trustee, for that period and on those terms it deems fit,
  provided that there will not be a situation in which a trustee has resigned
  and no replacement trustee has been appointed.                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|27.4 | The court is
  permitted to dismiss a trustee if he has not fulfilled his duties correctly
  or if the court has considered another reason for his dismissal.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|27.5 | The holders
  of 10% of the unpaid balance of the debentures are permitted to convene a
  general meeting of debenture holders. Each meeting convened as aforesaid is
  permitted to decide by a ballot of those holding at least 5% of the unpaid
  debenture balance, regarding the removal of the Trustee from his office.                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|27.6 | The
  Securities Authority is permitted to approach the courts with a petition to
  terminate the term of office of the Trustee under Article 35(n) of the
  Securities Law.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|27.7 | The Trustee
  and the Company shall submit an immediate report to the Securities Authority
  in respect of any such event stated in this clause above, in connection with
  the Trustees term of office.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

30

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|     |                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                       
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|27.8 | Any new
  trustee shall have the same powers, authorities and other permissions and he
  shall be able to act in any way as if having been appointed Trustee from the
  outset, subject to the provisions of Article 35(n) of the Securities Law.
|     |                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                       
|28.  | Meetings
  of (Series A) Debenture holders                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | Meetings of
  debenture holders shall be administered as stated in the Second Addendum to
  this deed.                                                                                                                                           
|     |                                                                                                                                                                                                                                                  
|29.  | The
  Companys reporting to the Trustee                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                  
|     | The Company shall
  send to the Trustee, while all of the (Series A) Debentures have not yet been
  fully paid up and also if the Company shall cease to be a public Company:                                                                    
|     |                                                                                                                                                                                                                                                  
|     | 29.1                                                                                                                                                                                                                                              | The
  Companys audited financial statements for the financial year ending December
  31 of the year just passed, and periodic statements immediately upon their
  publication.                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | 29.2                                                                                                                                                                                                                                              | Any interim
  financial statement and any quarterly statement, immediately upon their
  publication, together with an auditors review report in respect thereof.                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | 29.3                                                                                                                                                                                                                                              | Every
  immediate report without delay upon its announcement.                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | 29.4                                                                                                                                                                                                                                              | A copy of
  every document that the Company sends to its shareholders or to debenture
  holders and details of any other essential information that the Company sends
  to them in a different way, and any additional information at the reasonable
  request of the Trustee, and subject to the Trustees obligation for
  confidentiality, within 7 days from the date of raising such a demand.                   
|     |                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | 29.5                                                                                                                                                                                                                                              | Any other
  reports according to the law that the Company must send to the Trustee.                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | 29.6                                                                                                                                                                                                                                              | Every
  December 31 of each year, and while this deed is still in force, the Company
  shall issue to the Trustee, upon his demand, a signed certification by the
  chairman of the board of directors or the Companys general manager that to
  the best of his knowledge, there is nothing on the part of the Company that
  may be considered a breach of this deed (including a breach of the debenture
  terms).

31

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|    |                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                              
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | 29.7                                                                                                                                                                                                     | Certification
  by the Companys accountant and/or the comptroller of the Company concerning
  the execution of the payment of interest and/or principal on time to the
  debenture holders and the balance of the par value that is in circulation,
  which shall be after the Trustee shall have requested such a certification in
  writing from the Company, within 7 days from the date of said request.
|    |                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                              
|    | 29.8                                                                                                                                                                                                     | Any
  additional information that may be reasonably required by the Trustee for
  purposes of examining the Companys compliance with the provisions of this
  deed and/or protection of the rights of the (Series A) Debenture holders,
  within 7 days from date of raising such a demand.                                                                                                                 
|    |                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                              
|30. | Authority
  of jurisdiction and applicable law                                                                                                                                                          
|    |                                                                                                                                                                                                         
|    | The sole
  authority of jurisdiction and everything connected with this deed, shall be
  given to the authorized courts in Tel Aviv-Jaffa and the applicable law shall
  be Israeli law.                
|    |                                                                                                                                                                                                         
|31. | Addresses                                                                                                                                                                                               
|    |                                                                                                                                                                                                         
|    | The
  addresses of the parties shall be those that appear in the preamble to this
  deed or any other address that shall be given by one party to the other by
  means of suitable written notification.

|/s/ Irit EluzBy: /s/ Yoram FironAmpal-American Israel Corporation | By: /s/ Hermetic Trust (1975) Ltd.
|------------------------------------------------------------------------------- | ------------------------------------------------

I, the
undersigned, Eran Schweiger, Adv., confirm that this Deed of Trust was signed on
behalf of Ampal-American Israel Corporation through Messrs. Yoram Firon and Irit Eluz
and their signature binds Ampal-American Israel Corporation in connection with
this Deed of Trust.

| |  | By: /s/ Eran SchweigerEran Schweiger, Adv.
| |  | --------------------------------------------------------

32

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|                                     
|-------------------------------------
|                                     
|First Addendum to the Deed of Trust 
|(Series A) Debentures                
|                                     

Debenture Terms and Debenture Certificate
Wording

Ampal-American Israel Corporation

Debenture Certificate (Series A)

A series
limited to a sum of NIS 250 million of (Series A) registered debentures to be
repaid in 5 (five) equal annual payments on November 20, 2007 of each one of
the years 2011 until 2015 (inclusive), bearing interest at the rate of 5.75%
per annum, which shall be calculated and paid once every six months (namely,
interest at the rate of 2.875% for a period of six months), on November 20 and
May 20 of each one of the years 2007 until 2015 (inclusive), which commences
from the first interest payment to be made on May 20, 2007 and until the last
payment of interest to be made on November 20, 2015, with the principal and
interest linked to the Consumer Price Index that was published for the month of
October, 2006.

Further to the
above, the unpaid balance of the (Series A) Debentures shall bear annual
additional interest at the rate of 0.5% in respect of the period until the
registration of the debentures for trading, should they be registered, as
stated in the debenture terms. Furthermore, should there be a reduction in the
ranking of the (Series A) Debentures, additional annual interest shall be added
at the rate of 0.2% for each rank that the ranking drops in respect of the
period as from the day of the drop in the ranking and terminating on the date
of registering the (Series A) Debentures for trading on the Stock Exchange.

The first
interest shall be paid on May 20, 2007 and shall be calculated on an annual
basis, according to 365 days in the year.

The Company
reserves for itself the right to issue additional debentures out of Series A,
from time to time, at its discretion, subject to the terms of the debenture.

Registered Debentures

Certificate number: 1

Total par
value of the debentures in this certificate, NIS 250,000,000

The registered
owners of the debentures in this certificate are: the Mizrahi Bank Nominee Company
Ltd.

33

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|   |                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | This
  certificate bears witness that Ampal-American Israel Corporation (the Company) shall pay to the registered
  holder of this Debenture (Series A), the par value of this certificate,
  including interest and linkage differentials, in accordance with and subject
  to the terms recorded overleaf.                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                     
|2. | (Series A)
  Debentures are being issued according to the Deed of Trust dated November 20,
  2006 that was prepared and signed between the Company of the first part and
  Hermetic Trust (1975) Ltd. (the Trustee)
  as Trustee of the second part (the Deed of
  Trust), and its appendices. It is clarified that the provisions
  of the Deed of Trust constitute an inseparable part of the debenture terms.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                     
|3. | All of the
  (Series A) Debentures, among themselves, shall have the same security ranking
  (pari passu) without any right
  of preference of one against any others.                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                     
|4. | This (Series
  A) Debenture is being issued according to and subject to the terms recorded
  overleaf and in the Deed of Trust.                                                                                                                                                                                                                                                                                     

Signed by the
Company on  November 20, 2006.

| | By: /s/ Irit Eluz              /s/ Yoram FironAmpal-American Israel Corporation
| | ---------------------------------------------------------------------------------------------

34

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---



The terms overleaf

|    |                                                                                                                                                     
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------
|1.  | General                                                                                                                                             
|    |                                                                                                                                                     
|1.1 | In this
  (Series A) Debenture the following phrases shall mean as is written
  alongside, unless another intention may be deduced from the context:

| |                                                                                   |  |                                                                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Deed of trust                                                                   |  | As defined
  in the Debenture Certificate.                                                                                                                                                                                                        
| |                                                                                   |  |                                                                                                                                                                                                                                                   
| | The prospectus                                                                  |  | The
  Companys prospectus that shall be published, should it be published, in
  respect of registering the (Series A) Debentures for trading, as stated in
  the Deed of Trust.                                                                  
| |                                                                                   |  |                                                                                                                                                                                                                                                   
| | (Series A) Debentures                                                           |  | A series
  limited to the sum of NIS 250 million of (Series A) registered debentures of
  the Company, each of NIS 1 par value, whose terms are detailed in this deed,
  which shall be issued from time to time at the Companys sole discretion.
| |                                                                                   |  |                                                                                                                                                                                                                                                   
| | The Trustee                                                                     |  | Hermetic
  Trust (1975) Ltd. and/or any one who shall serve from time to time as trustee
  of the holders of the (Series A) Debentures according to this Deed of Trust.                                                                           
| |                                                                                   |  |                                                                                                                                                                                                                                                   
| | Ledger                                                                          |  | The ledger
  of holders of the (Series A) Debentures administered by the Company.                                                                                                                                                                 
| |                                                                                   |  |                                                                                                                                                                                                                                                   
| | Holders of the (Series A) Debenturesand/orOwners of the (Series A)
Debentures |  | Those
  persons whose names are recorded at a given time in the ledger of holders of
  (Series A) Debentures, and in the event of several holders in partnership,
  the joint holder who is first registered in the ledger.                       
| |                                                                                   |  |                                                                                                                                                                                                                                                   
| | Debenture certificate (Series A)                                                |  | A (Series A)
  Debenture certificate whose wording appears as the First Addendum to the Deed
  of Trust.                                                                                                                                          

35

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| |                                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | ------------------------------------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The LaworThe Securities Law      |  | The
  Securities Law 5728-1968 and the Regulations in accordance therewith, as
  there may be from time to time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | Principal                          |  | The par
  value of the (Series A) Debentures in circulation and which have not yet been
  fully paid up.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | The principal sum                  |  | The total
  registered par value of the debenture certificate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | Business day                       |  | A day upon
  which most of the banks are open in Israel for the conducting of business.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | A ranking corporation              |  | A Company
  that has been approved as a ranking corporation by the Supervisor for the Capital
  Markets at the Ministry of Finance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | The Stock Exchange                 |  | The Tel Aviv
  Securities Exchange Ltd.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | The Consumer Price Index (Index) |  | The prices
  index known by the name of the Consumer Price Index which includes fruit
  and vegetables published by the Central Bureau for Statistics and Economic
  Research in Israel, and includes that index even if it shall be published by
  another official body or institution, and also includes any other official
  index that may replace it, whether it shall be constructed of the same data
  upon which the existing index was constructed or not. Should another index
  replace it that shall be published by a body or institution as aforesaid and
  that body or institution has not set the ratio between it and the index it is
  replacing, then the ratio as aforesaid shall be set by the Central Bureau for
  Statistics, and should this ratio not be set as aforesaid, then it shall be
  set by the Trustee, who will, upon consultation with economic experts
  selected by him, set the ratio between the other index and the index being
  replaced.

36

---

---



| |                         |  |                                                                                                                                                                                                             
| | ----------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The known index       |  | The last
  known Consumer Price Index.                                                                                                                                                                      
| |                         |  |                                                                                                                                                                                                             
| | The base index        |  | The Consumer
  Price Index in respect of the month of October which was published on
  November 15, 2006.                                                                                                   
| |                         |  |                                                                                                                                                                                                             
| | The payment index     |  | The index
  known at the time of making any payment, on account of the principal or
  interest; however if the payment index is lower than the base index, then the
  payment index shall be the base index.
| |                         |  |                                                                                                                                                                                                             
| | The private issue     |  | As defined
  in the Deed of Trust.                                                                                                                                                                          
| |                         |  |                                                                                                                                                                                                             
| | Date of private issue |  | November 20,
  2006.                                                                                                                                                                                        

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | 
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|2.  | Debentures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | 
|2.1 | The
  debentures in this certificate are part of a series limited by sum to NIS 250
  million of (Series A) Debentures of the Company. The debentures from this
  series shall have the same security ranking, pari
  passu, compared with each other in connection with the obligations
  of the Company according to the (Series A) Debentures and without a
  preference right or priority of one against the other as regards the sums
  entitled.                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|2.2 | After the
  private issue, the Company shall act for the registration of the (Series A)
  Debentures with the Stock Exchange Clearing House, which shall provide
  clearing services for debentures. Furthermore, the Company shall act to
  register the (Series A) Debentures on the NSR [Securities that are not
  traded on the Stock Exchange] (A clearing and a depositary system for
  securities that were issued to institutional investors). All of the expenses
  for said registration shall be borne by the Company.

37

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                         
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | The Company
  shall make its best efforts to act for the Debentures to be registered for
  trading on the Stock Exchange, subject to the provisions of any law.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|3.  | The principal                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | The Company
  shall fully pay the sum of the principal in five (5) equal annual
  installments on November 20 of each of the years between 2011 and 2015
  (inclusive). The principal shall be linked to the Consumer Price Index
  according to the linkage terms stipulated in clause 5 below.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.  | The interest                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.1 | The unpaid
  balance of the principal shall bear interest at the rate of 5.75% per annum,
  which shall be calculated and paid once every six months (namely, interest at
  the rate of 2.875% for a six month period), on May 20 and November 20 of each
  one of the years 2007 until 2015 (inclusive) (the interest) which shall commence from the first interest
  payment to be made on May 20, 2007 until the last payment of interest to be
  made on November 20, 2015, with the principal and interest linked to the base
  index.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.2 | In addition
  to the contents of clause 4.1 above, the unpaid balance of the (Series A)
  Debentures shall bear additional annual interest at the rate of 0.5% in
  respect of the period commencing on the day of the private issue and
  terminating on the date of registration of the (Series A) Debentures for
  trading on the Stock Exchange. In addition, should there be a reduction in
  the ranking of the (Series A) Debentures, additional annual interest shall be
  added at the rate of 0.2% for each rank in which the ranking drops in respect
  of the period of time commencing on the day of reduction in the ranking and
  terminating on the day of registering the (Series A) Debentures for trading
  on the Stock Exchange (jointly: the additional interest). To remove any
  doubt it is hereby clarified that in the event of the (Series A) Debentures
  not being registered for trading, then the termination of the period of time
  in respect of which the additional interest shall be paid is the last date
  for the repayment of the Debentures, namely November 20, 2015. Said
  additional interest shall be paid in the following manner:
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | 4.2.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Until the
  (Series A) Debentures are registered for trading on the Stock Exchange, said
  additional interest shall be paid on the same day upon which the payment of
  interest is made as stated in clause 4.1 above.

38

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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | 4.2.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Should the
  (Series A) Debentures be registered for trading, then the additional interest
  shall be paid by the Company on the seventh day after the registration of the
  (Series A) Debentures for trading, and in this case, the following provisions
  shall apply:                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | One business
  day after the registration of the (Series A) Debentures for trading on the
  Stock Exchange, the Company shall give notification to the holders of the
  (Series A) Debentures, to the Trustee and to the Stock Exchange about the
  date of payment of the additional interest and the rate of said additional
  interest. The due date (the CUM date) for entitlement to receive said
  additional interest shall be the end of the business day after the
  registration of the (Series A) Debentures for trading on the Stock Exchange.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | To remove
  any doubt, it is clarified that after the payment of the additional interest
  as stated in this clause 4.2.2, no further additional interest shall be paid
  to the debenture holders.                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | The interest
  and the additional interest shall be linked to the Consumer Price Index on
  the linkage terms referred to in clause 5 below.                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The interest
  shall be calculated and paid once every six months (namely, interest at the
  rate of 2.875% for a six month period), on May 20 and November 20 of each one
  of the years 2007 until 2015 (inclusive), for the period ending on the last
  day prior to the payment date (the
  interest period).                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The first
  payment of interest shall be made on May 20, 2007 for the period commencing
  on the date of the private issue until May 20, 2007 (calculated on an annual
  basis and according to 365 days in the year).                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The last
  payment of interest shall be made on November 20, 2015, together with the
  last payment of the debenture principal and against delivery of the
  debentures certificate to the Company (the
  redemption and interest payment date).                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | A payment
  for income tax, inasmuch as this may be demanded by law, shall be deducted
  from each payment of interest.                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|5. | Principal and interest linkage terms                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The
  debenture principal, and interest in respect thereof, shall be linked to the
  index in the following manner:                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Should it be
  ascertained, on the date of making any particular payment against the
  principal or the interest, that the payment index on that date has risen
  compared with the base index, the Company shall make that payment of
  principal or interest after it will have been increased at the rate of
  increase of the payment index as aforesaid compared with the base index;
  however, should it be ascertained that the payment index is identical to the
  base index or lower than it, the payment index shall be equal to the base
  index.

39

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|6.  | Payments of debenture principal and interest                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|6.1 | The payments
  of interest and/or principal shall be paid to the debenture holders whose
  names shall be registered in the ledger of debenture holders of the Company
  as holding, as of the end of the calendar day, which is 12 calendar days
  prior to the day of paying the principal and/or the interest (namely, on May
  8 in respect of the payment to be made on May 20; and November 8 in respect
  of the payment to be made on November 20), except for the last payment of
  interest and principal that shall be made against the delivery of the
  debenture certificates to the Company, at its registered office or at any
  other location that the Company shall give notice of, which shall not be
  later than 5 (five) working days prior to the payment date.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|6.2 | Should the
  date stipulated for making any payment of principal or interest fall on a day
  which is not a working day, the date shall be deferred until the working day
  immediately following thereafter, without additional interest whatsoever.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|6.3 | Each payment
  according to the debentures, to a person so entitled, shall be undertaken by
  a bank transfer to the credit of his bank account, details about which shall
  be indicated as he shall so deliver in writing to the Company in good time,
  as the account to whose credit the payments shall be transferred according to
  the debentures.                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|6.4 | Should the
  person so entitled not give written details to the Company in due time
  concerning his bank account, to whose credit the payments shall be
  transferred according to the debentures, then any such payment shall be made
  by check which shall be sent by registered mail to the last registered
  address in the ledger of debenture holders. The sending of a check to a
  person so entitled by registered mail as aforesaid, shall be considered, for
  all intents and purposes, as the payment of the sum stipulated therein, on
  the date that it was sent by mail as aforesaid and provided that it was
  settled upon its proper presentation.                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|6.5 | A holder wishing
  to give notice to the Company concerning the bank account particulars for
  crediting the payments under the debenture as aforesaid, or to change the
  account details as aforesaid or his address, all as the case may be, may do
  so upon giving written notification that shall be sent by registered mail to
  the Company; however, the Company shall act in accordance with his
  notification only in respect of those payments whose due date for the payment
  thereof shall fall after 10 (ten) days from the date his notification reached
  its registered offices.                                                                                                                                                                                   

40

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|7.  | Splitting (Series A) Debenture certificates and the transfer thereof                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|7.1 | Every
  debenture certificate may be split into several (Series A) Debenture
  certificates where the total sum of the principal stipulated therein is equal
  to the sum of the principal stipulated in the (Series A) Debenture
  certificate whose split is being requested. The new (Series A) Debenture
  certificates that shall be issued owing to the split, each one shall have its
  nominal values in complete new Israeli shekels. Splitting a certificate as
  aforesaid shall be undertaken against a request for splitting signed by the
  registered owners of those (Series A) Debentures or his legal
  representatives, which shall be sent to the Company at its registered
  offices, together with the certificate of the (Series A) Debentures whose
  split is being requested, for purposes of executing said split.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | All of the
  expenses involved in said split, including stamp duty and other obligatory
  payments, should there be any, shall be borne by the party requesting the
  split.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | Executing
  said split shall be undertaken only 30 days from the end of the month in
  which notice was given.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|7.2 | The (Series
  A) Debentures may be transferred in respect of the entire par value provided
  that it shall be in complete new Israeli shekels. Each transfer of debentures
  shall be undertaken according to a letter of transfer in the customary
  wording, signed as required by the registered holder thereof or his legal
  representatives, which shall be sent to the Company at its registered offices
  together with the debenture certificates being transferred thereunder, and
  any other evidence that may be required by the members of the Companys board
  of directors for purposes of proving the right of the party making the
  transfer to undertake the transfer.                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | In the event
  of a transfer of any debenture in respect of a part of its par value only,
  then initially the certificates must be split into several debenture
  certificates as required for this purpose and in such a way that the total
  sum of the nominal principal thereon shall be equal to the sum of the par
  value of said debenture certificate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | All of the
  expenses involved in the transfer of debentures, including stamp duty and
  other obligatory payments, should there be any, shall be borne by the party
  requesting the transfer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | After
  compliance with all of these terms, the transfer shall be registered in the
  ledger of debenture holders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

41

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|7.3 | Notwithstanding
  the aforesaid, until the registering of the (Series A) Debentures for trading
  on the Stock Exchange, the debentures shall be held and may not be
  transferred by any of the debenture owners other than to a person who is (a)
  an investor counted among those investors listed in the First Addendum to the
  Securities Law, 5728-1968 (regarding Article 15a(b)(1) of said law); or (b)
  to the Company or to a corporation under its control.                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|8.  | Meetings of (Series A) Debenture holders                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | General
  meetings of (Series A) Debenture holders shall be convened and shall be
  administered in accordance with the contents of the Second Addendum to the
  Deed of Trust.                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|9.  | Receipts as evidence                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | Without
  derogating from all of the other debenture terms, a receipt signed by any
  holder of this (Series A) Debenture shall constitute evidence for the full
  remittance of any payment made by the Company in respect of this (Series A)
  Debenture.                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|10. | Replacement of (Series A) Debenture certificates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | Should this
  (Series A) Debenture certificate become damaged, lost or destroyed, the
  Company shall be permitted to issue in its place a new (Series A) Debenture
  certificate on the same terms, provided that in the event of wear and tear,
  the worn debenture certificate shall be returned to the Company prior to the
  issue of the new certificate. Stamp duty and other levies, as well as other
  expenses involved in the issue of the new certificate, shall be borne by the
  party requesting the certificate as aforesaid.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|11. | Deed of Trust stipulations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | The
  debenture terms (the terms recorded overleaf) are an inseparable part of the
  stipulations of the Deed of Trust, and the stipulations of the Deed of Trust
  shall be considered as if explicitly included in the terms of these
  debentures.                                                                                                                                                                                                                                                                                         

*************

42

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|                                                               
|---------------------------------------------------------------
|                                                               
|Second Addendum to the Deed of Trust  
  (Series A) Debentures
|                                                               

Ampal-American Israel Corporation

Meetings of the (Series A) Debenture Holders

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | The Trustee
  or the Company is permitted to convene the debenture holders for a debenture
  holders meeting. Should the Company convene such a meeting, it must
  immediately send notification in writing to the Trustee regarding the
  location, the day and the time upon which the meeting shall be held and also
  the matters that shall be discussed thereat. Should the Trustee convene such
  a meeting, he must immediately send notification in writing to the Company
  about the location, the date and the time at which the meeting shall be held,
  as well as the matters to be discussed thereat.                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | The Company
  shall be obligated to convene the aforesaid meeting at the written request of
  the Trustee or of the holders of at least ten percent (10%) of the par value
  of the unpaid balance of the debenture principal. The Trustee shall be
  obligated to convene such a meeting at the request in writing of the holders
  of at least ten percent (10%) of the par value of the unpaid balance of the
  debenture principal. Should those requesting the convening of the meeting be
  debenture holders, then the Company and/or the Trustee, as the case may be,
  shall be permitted to demand from those so requesting, indemnification for
  the reasonable expenses involved in this.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Debentures
  that may be purchased by a company in a group, while they are being held by
  the company in a group, shall not confer upon the company in a group votes at
  a ballot of the general meeting of debenture holders nor will it be counted
  for purposes of determining a legal quorum.                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|2. |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | [a] | For every
  meeting of (Series A) Debenture holders, prior notification shall be given of
  fourteen days at least which shall provide details therein as to the
  location, the date and the time of the meeting, the date for setting the
  entitlement of all the (Series A) Debenture holders to vote at the meeting
  and also it shall generally indicate those matters on the agenda.
  Notification of there being a meeting shall be reported by the Company also
  by way of an immediate report.

43

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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | [b]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Where the
  objective of the meeting is a discussion and passing a special resolution,
  then said prior notification shall be given of at least 21 days where, in
  addition to the above, also the main resolutions proposed shall be
  stipulated.                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | [c]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | The Trustee
  is permitted to shorten the prior notification date as stated above if he
  feels that postponing the convening of the meeting could cause harm to the
  rights of the (Series A) Debenture holders.                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|3. | Any
  notification to the debenture holders on behalf of the Company or the Trustee
  shall be in accordance with the provisions of the Deed of Trust in respect to
  the giving of notifications.                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|4. | No decision
  shall be rejected, that was legally passed by a meeting convened as
  aforesaid, either because by error no notification had been given in respect
  thereof to all of the debenture holders, or because said notification was not
  received by all of the (Series A) Debenture holders.                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|5. | The chairman
  of the meeting shall be the person appointed by the Trustee. Should the
  Trustee not appoint a chairman as aforesaid, or the person who the Trustee
  had appointed as aforesaid is absent from the meeting, the debenture holders
  present (or their representatives) shall choose a chairman from among
  themselves. A meeting of debenture holders shall be opened after it shall
  have been proven that there is a legal quorum as required to start the
  discussion.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|6. | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Subject to
  the legal quorum required at debenture holder meetings to dismiss a trustee
  according to the law, apart from what is stipulated in clause 6(e) below, a
  legal quorum shall constitute at least two debenture holders who are
  themselves present or through representatives and who are holding or
  representing together at least ten percent (10%) of the par value of the
  unpaid balance of the debenture principal at that time.

44

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| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) | If within 30
  minutes of the time set for commencing such a meeting, there shall not be a
  legal quorum as aforesaid, said meeting shall be deferred to the same day one
  week later, at the same location and at the same time (without requiring
  further notification) and should such a day not be a working day, then the
  next working day thereafter (without requiring further notification), or to a
  different day, location and time, as the person convening the meeting shall
  set, provided that the party convening the meeting shall give notice of at
  least 7 (seven) days in advance concerning the existence of said deferred
  meeting in the same manner in which the notification about the existence of
  the original meeting had been given and he shall indicate that if a legal
  quorum shall not be present at the deferred meeting as aforesaid, then the
  legal quorum shall be two debenture holders who are present themselves or
  through representatives, without consideration as to the par value of the
  debentures held by them. Said notification may be also given by notification
  by which the deferred meeting was called.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (c) | Should no
  legal quorum be present at said deferred meeting, then two debenture holders
  who are present themselves or through representatives, who are holding any
  quantity whatsoever of debentures, shall constitute a legal quorum.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (d) | With the
  consent of those holding a majority of the par value of the balance of the unpaid
  debentures principal present at the meeting themselves or through
  representatives, at which a legal quorum is present, the chairman may, and at
  the demand of the meeting he is obligated to, defer the continuation of the
  meeting from time to time and from place to place, as the meeting shall so
  decide. If the continuation of the meeting is deferred for ten days or more,
  notification about the continued meeting shall be given in the same manner as
  the first meeting was notified about. Apart from the above, the debenture
  holders shall not be entitled to receive any notification about a
  continuation meeting and/or about matters that will be discussed at the
  continuation meeting. No matter may be discussed at the continuation meeting
  other than those matters that could have been discussed at the meeting that
  it was decided to defer.                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (e) | At the
  meeting that was convened for passing a special resolution (a special decision), inter alia, those
matters stipulated
  below, a legal quorum shall be present if at the meeting are present the
  holders of at least fifty percent (50%) of the par value of the unpaid
  balance of the debenture principal or at a deferred meeting where present
  thereat are the holders themselves or through representatives of at least ten
  percent (10%) of said balance:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

| |  |     |                                                                                                                                                                                                                                                           
| |  | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | (1) | A change to
  the Deed of Trust;                                                                                                                                                                                                                          
| |  |     |                                                                                                                                                                                                                                                           
| |  | (2) | Any
  amendment, change or essential settlement of the rights of the debenture
  holders, whether these rights derive from the debentures, from the Deed of
  Trust or otherwise, or any essential compromise or waiver in connection with
  these rights;
| |  |     |                                                                                                                                                                                                                                                           
| |  | (4) | Submitting
  the debentures for immediate repayment;                                                                                                                                                                                                      
| |  |     |                                                                                                                                                                                                                                                           
| |  | (5) | Giving
  instructions to the Trustee;                                                                                                                                                                                                                     

45

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| |  |                                                                                                                                                                                                                                                                                                                                                                                                                          | 
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | 
| |  | It is hereby
  clarified that with a legal quorum for purposes of holding a general meeting
  for making special decisions and when counting those voting for said special
  decision, the votes shall not be taken into account of those debenture owners
  who are the controlling owners of the Company, corporations controlled by the
  controlling owners of the Company or the Companys associated corporations.

|   |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|7. | (a) | The
  debenture owners are entitled to participate and to vote at any general
  meeting through representatives. At any meeting of debenture holders, voting
  shall be administered according to a count of votes, so that each debenture
  holder or his representative, shall be entitled to one vote for every NIS 1
  par value of the debenture that has not yet been fully paid up in respect of
  which he is entitled to vote. In the event of a joint holding, only the vote
  of the party wishing to vote who is the first of them registered in the
  ledger shall be accepted, either himself or through an emissary.
|   |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | (b) | A debenture
  holder or his emissary is permitted to vote using some of his votes for a
  particular resolution, with another portion against, and with another portion
  to abstain, all as he deems fit to so do.                                                                                                                                                                                                                                                                                                                                                                                                                
|   |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | (c) | The Trustee
  who participates at a meeting at the Companys invitation shall participate
  without any voting rights.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|8. | (a) | The required
  majority for making an ordinary decision at a general meeting is a simple
  majority of the number of votes cast at the ballot either voting for or
  against. The majority required for making a special decision at a meeting as
  referred to in clause 6(e) above is a majority of no less than 75% of the
  number of votes cast at the ballot as aforesaid.                                                                                                                                                                                                                                                   
|   |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | (b) | The
  declaration by the chairman concerning the passing or rejecting of a
  resolution, and that is recorded in the minutes of the meeting, shall serve
  as complete evidence of this fact.                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|9. | (a) | A letter of
  appointment that appoints an emissary shall be in writing and shall be signed
  by the party making the appointment or by his representative who has written
  legal authority. Should the party making the appointment be a corporation,
  then the appointment shall be made through a permit in writing legally signed
  by the corporation together with the certification by a lawyer as to the
  validity of the signature. An emissary is not bound to be a debenture holder
  himself.                                                                                                                       

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|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | A letter of
  appointment and power of attorney or other certificate by which a letter of
  appointment is signed, or a certified copy of such a power of attorney, shall
  be deposited at the offices of the Company no less than 48 hours prior to the
  date of the meeting in respect of which the power of attorney was given,
  unless otherwise stated in the notification for convening the meeting.                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Voting made
  in accordance with the terms in the emissary appointment document shall be
  valid even if prior thereto the party making the appointment dies or is
  declared legally incompetent or if the letter of appointment is canceled or
  if the debentures in respect of which the vote was given are transferred, unless
  the Company receives at its registered offices prior to the date of the
  meeting, notification in writing concerning the death, the decision regarding
  legal incompetence, cancellation or transfer as aforesaid, all as the case
  may be.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Every corporation
  owning a debenture is permitted, by a legally signed written authorization,
  to grant power of attorney to a person that it considers fit to act as its
  representative at any meeting of debenture owners, and said person who has
  been so permitted, is allowed to act on behalf of the corporation he is
  representing.                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|10. | The Trustee
  shall ensure that minutes of all the discussions and decisions shall be
  prepared at each general meeting of debenture holders, and to keep it in the
  debenture holders meetings minutes book. All minutes signed by the chairman
  of the meeting at which decisions were taken and discussions held, or by the
  chairman of the meeting that took place thereafter, shall serve as evidence
  regarding the matters recorded therein; and until it has been proven to the
  contrary, then each decision made at such a meeting shall be considered as
  having been taken legally.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|11. | A person or
  persons who shall be appointed by the Trustee, the Company Secretary or any
  other person or persons who shall be permitted for this purpose by the
  Company, shall be permitted to be present at meetings of debenture holders.                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|12. | Each meeting
  of debenture holders shall be held at the Companys registered offices or at
  a different address, notification about which shall be sent by the Company.                                                                                                                                                                                                                                                                                                                                                                                                                              

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|13. | The Trustee
  shall examine the need for the convening of specific class meetings, in those
  instances where there are different interests among the debenture holders,
  according to the circumstances of the matter. The Company and the Trustee
  shall act to convene specific class meetings of debenture holders according
  to the provisions of any law, legal precedent, the provisions of the
  Securities Law and the Regulations or the stipulations that were issued by
  power thereof.

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