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Exhibit 10x

Employment Agreement  Part One

Made, entered into and signed in Tel Aviv on ______

By and Between
Ampal Industries (Israel) Ltd.Of 111, Arlozorov Street, Tel Aviv
(Hereinafter: The Company)

Of the First Part

And Between   ____________________________________ (Identity
Card Number: _______________)  At: ______________________________________________


(Hereinafter: The Employee)


Of the Second Part

|   |                                                                                                                                                                                         
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1) | This, Part
  One of the Employment Agreement, together with Part Two attached to it shall
  hereinafter be called (both Part One and Part Two) the Employment Agreementor the Agreement.
|   |                                                                                                                                                                                         
|2) | The
  Employment Agreement in its entirety constitutes the Employment Agreement
  between the parties.                                                                                  
|   |                                                                                                                                                                                         
|3) | Task                                                                                                                                                                                    
|   |                                                                                                                                                                                         
|   | The Employee
  is hereby appointed to the postion of                                                                                                                                    
|   |                                                                                                                                                                                         
|4) | Personal Trust                                                                                                                                                                          
|   |                                                                                                                                                                                         
|   | Clause 3(b)
  in Part Two of the Employment Agreement shall apply to the parties.                                                                                                       

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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                       
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|5) | Remuneration                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | The Company
  shall pay the Employee a gross monthly salary in the sum of

  and a total of 13 monthly salaries per annum. Each year, after publication of
  the Companys annual balance sheet, agreement shall be reached between the
  Companys CEO and the Employee, concerning an annual bonus in appropriate to
  the Employees performance and the Companys achievements.                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                       
|6) | Pension Insurance Program                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                       
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | The Company
  shall pay the premiums incurred for the pension insurance program as
  mentioned in Part Two to the Employment Agreement and at the following rates:                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | i)                                                                                                                                                                                                                                                                                      | A rate of
131/3% of the Employees gross salary (5% on account for benefits and
81/3% on account for severance payments) and all such shall be on the
dates determined between the Company and the insurance companys provident
fund.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | ii)                                                                                                                                                                                                                                                                                     | A rate of up
  to 2.5 % of the Employees gross salary (according to actual costs) for
  incapacity to work insurance.                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                       
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | The Company
  shall deduct from the Employees gross salary, as mentioned in Part Two to
  the Employment Agreement, a total 5 % on account for benefits and shall
  transfer the sum to the pension insurance program and the Employee hereby
  confirms and agrees to that deduction.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                       
|7) | Further Education Fund                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                       
|   | As stated in
  Part Two to the Employment Agreement, each month, on the date on which the
  Employees salary is paid and as instructed by the Employee, the Company
  shall pay for the Employee into the Further Education Fund, the sum that is
  7.5 % (seven and one half parts in a hundred) of the Employees monthly
  salary and on the Employees part, the Employee shall agree to and instruct
  the Company to deduct and pay from the Employees monthly salary, an
  additional sum at the rate of 2.5 % (two and one half parts in a hundred) of
  the Employees monthly salaries into the aforementioned Further Education
  Fund. 
  If there will be payments, which will be higher than the ceiling for such
  provisions in accordance with Law, tax shall be grossed up for such payments.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                       
|8) | Sick Leave                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                       
|   | As stated in
  Part Two to the Employment Agreement, the Employee shall be entitled to
  annual sick leave as determined by Law.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

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|    |                                                                                                                                                                                                                                          
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|9)  | Holidays                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                          
|    | As stated in
  Part Two to the Employment Agreement, the Employee shall be entitled to

  holiday each year for each 12 (twelve) calendar months of continuous work
  during the Agreement period.                                       
|    |                                                                                                                                                                                                                                          
|10) | Vehicle                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                          
|    | That stated
  in Clause 6(c) in Part Two to the Employment Agreement shall apply to the
  parties.                                                                                                                                       
|    |                                                                                                                                                                                                                                          
|    | If that
  stated in Clause 6(c) in Part Two to the Employment Agreement shall apply to
  the parties, the Company shall put at the Employees disposal, a vehicle of
  the type:
.                                                       
|    |                                                                                                                                                                                                                                          
|    | The Company
  shall gross up the sum of tax payable for the use of the vehicle as
  aforementioned to Level .                                                                                                                            
|    |                                                                                                                                                                                                                                          
|11) | Credit Cards                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                          
|    | That stated
  in Clause 6(c) in Part Two to the Employment Agreement shall apply to the
  parties.                                                                                                                                       
|    |                                                                                                                                                                                                                                          
|12) | Newspaper                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                          
|    | The Company
  shall purchase for the Employee, an annual subscription for the Globes
  newspaper.                                                                                                                                        
|    |                                                                                                                                                                                                                                          
|13) | Telephone                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                          
|    | The Company
  shall place a mobile phone at the Employees disposal; the Company shall bear
  the costs and shall gross up the tax component. The Company shall pay the
  expense incurred for the telephone line in the Employees home.
|    |                                                                                                                                                                                                                                          
|14) | Options                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                          
|    | That stated
  in Clause 6(c) in Part Two to the Employment Agreement shall apply to the
  parties.                                                                                                                                       
|    |                                                                                                                                                                                                                                          
|    | If that
  stated in Clause 6(c) in Part Two to the Employment Agreement shall apply to
  the parties, the following provisions shall apply:                                                                                              

---

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| |    |                                                                                                                                                                                                                                                                                                                                                                                                              
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) | The Company
shall grant the Employee, the option to purchase ____________ shares of the
type _____________ in Ampal-American Israel Corporation (hereinafter: Ampal
USA), each share to the nominal value of _____________, in lieu of a
realization price of ____________ US dollars (hereinafter: The Option).                                                                                             
| |    |                                                                                                                                                                                                                                                                                                                                                                                                              
| | b) | The options
  shall be granted to the Employee in stages and on condition that for each
  stage, the Employees work at the Company is not halted for any reason
  whatsoever until the date of each stage as aforementioned:                                                                                                                                                                                
| |    | Beginning
  on: ____________ the Employee shall be granted part of the options for the
  purchase of __________ shares and beginning on: __________ the Employee shall
  be granted another part of the option for the purchase of _____________
  additional shares. Beginning on: ____________ the Employee shall be granted
  the part of the option for the purchase of ______________ additional shares.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                              
| | c) | The date on
  which the options shall be granted shall be determined by the Company and
  Ampal USA and such shall be after approval for the new options program for
  Ampal USA, by the Board of Directors of Ampal USA.                                                                                                                                                                                    

Now, in witness thereof, the parties have
signed below:

|            |  |             
|----------- |  | ------------
|            |  |             
|The Company |  | The Employee

---

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Employment Agreement  Part Two

|   |                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1) | Definitions                                                                                                                                                                                                 
|   |                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | All definitions
  in Part Two to this Employment Agreement shall have the same meaning as in
  Part One to the Employment Agreement, unless stated otherwise in this Part
  Two to the Employment Agreement.
|   |                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|2) | Task and Employee Functioning                                                                                                                                                                               
|   |                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | a)                                                                                                                                                                                                           | The Company
  shall employ the Employee during the Agreement Period and the Employee
  undertakes to work in the Companys service during the Agreement Period in
  the capacity stipulated in Part One to the Agreement and/or in any other
  appropriate capacity imposed on the Employee by the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                              | Furthermore,
  the Employee undertakes to fulfill all the instructions and/or additional
  tasks that shall be transferred to the Employee by the Company, as part of
  the Employees tasks, in accordance with the Employees skills and professional
  knowledge, including in accordance with the Companys procedures as shall be
  extant from time to time, including tasks that shall be imposed on the
  Employee in connection with work linked to the activities of the Holding
  Company, sister companies, subsidiary companies or companies linked to the
  Company. It is hereby declared and clarified that notwithstanding all that
  stated above; there shall be no employer / employee relationship between the
  Employee and those companies and the Employee shall receive no payment in
  lieu of the roles that the Employee shall fulfill in connection with those
  companies, beyond the payments listed in the Employment Agreement.
|   |                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | b)                                                                                                                                                                                                           | The Employee
  shall dedicate the Employees time, energies, skills, knowledge and experience
  to the Employees work in the Companys service and to that work alone.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | c)                                                                                                                                                                                                           | During the
  Employment Agreement period, the Employee shall not be involved, either
  directly or indirectly, in any other work and/or employment, either as an
  employee or as self-employed; without the Companys prior written agreement
  to such.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

---

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|   |                     |                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-- | ------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | d)                  | The Employee
  shall serve the Company loyally and shall assure the Companys interests and
  shall protect those interests to the best of the Employees ability. The Employee
  shall obey the Companys reasonable instructions on all matters referring to
  the manner in which the Employee fulfills the Employees tasks, work
  arrangements, discipline and behavior, as such shall be given to the Employee
  from time to time.
|   |                     |                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | e)                  | The Employee
  undertakes to inform the Company immediately and without delay, of any
  relevant matter or issue, in which the Employee, or any member of the
  Employees family have personal and/or other interests, which might create a
  conflict of interest with the Employees role at the Company.                                                                                                                              
|   |                     |                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | f)                  | The Employee
  undertakes to obey the instructions given by the Employees superiors on the
  Companys behalf as given from time to time.                                                                                                                                                                                                                                                                                                
|   |                     |                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | g)                  | The Employee
  undertakes to inform the Employees superiors in the Company and the Companys
  CEO, concerning any information referring to the Companys interests, when
  the subject matter exceeds normal business practice, immediately after it
  comes to the Employees attention.                                                                                                                                               
|   |                     |                                                                                                                                                                                                                                                                                                                                                                                                                                           
|3) | Scope of Employment
|   |                     |                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | a)                  | The Employee
  has been informed by the Company and is aware that when working for the
  Company, the required scope of the Employees employment shall be full time
  and the Employee shall agree to such.                                                                                                                                                                                                                              
|   |                     |                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | b)                  | Furthermore,
  the Employee declares that the Employee is aware that the Hours of Work and
  Rest Law; 5711  1951, shall not apply to the Employee, because the Employee
  is employed at a task, which requires a special degree of personal trust in
  conditions and circumstances, which do not permit the Company any supervision
  of the Employees hours of work and rest.                                                       
|   |                     |                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                     | The Employee
  shall not be entitled to any additional payment in lieu of the additional
  hours of work.                                                                                                                                                                                                                                                                                                                                 
|   |                    
|4) | Remuneration       
|   |                     |                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | a)                  | In lieu of
the Employees work and as full remuneration for all the Employees
undertakings in accordance with the Employment Agreement; each calendar month
the Company shall pay the Employee a gross monthly salary to the sum
stipulated in Part One to the Employment Agreement, (hereinafter: The Gross
Salary).                                                                                                                    

---

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|   |                           |                                                                                                                                                                                                                                                                                                                                                                                                              
|-- | ------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | b)                        | After the
publication of the Companys annual balance sheet for each calendar year; the
Company shall decide whether to grant the Employee a bonus to a sum that
shall be determined by the Company and at the Companys sole discretion
(hereinafter: The Bonus).                                                                                                                                           
|   | c)                        | From the
  Gross Salary, the Bonus and from any other payment as required by all Law,
  the Company shall deduct and subtract all payments and/or taxes and/or
  levies, including income tax payments, health tax, national insurance
  payments and the like, as required by all Law.                                                                                                                      
|   |                          
|5) | Pension Insurance Program
|   |                           |                                                                                                                                                                                                                                                                                                                                                                                                              
|   | a)                        | The Company
  shall maintain for the Employee, a pension insurance program with an
  insurance company and/or a provident fund and/or a pension fund, as shall be
  determined by the Company and subject to that stipulated in this Clause
  below.                                                                                                                                                         
|   |                           |                                                                                                                                                                                                                                                                                                                                                                                                              
|   | b)                        | The Company
  shall pay the premiums for the pension insurance program at the rates listed
  in Part One to the Employment Agreement.                                                                                                                                                                                                                                                                        
|   |                           |                                                                                                                                                                                                                                                                                                                                                                                                              
|   | c)                        | The Company
  shall deduct from the Employees Gross Salary as stipulated in Part One to
  the Employment Agreement on account for payments and shall transfer the sum
  to the pension insurance program and the Employee hereby confirms and agrees
  to this deduction.                                                                                                                                   
|   | d)                        | The pension
  insurance program shall be registered in the Companys name and if the
  Employee has a pension insurance program taken out by a previous employer,
  the Employee shall request its transfer into the Companys name; the Company
  shall not object to such; on condition that the Company shall not be required
  to set aside any sum for previous periods.                                
|   |                           |                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                           | To remove
  all doubt: It is hereby clarified that after transfer of the program into the
  Companys name as aforementioned, the Company and the Employee shall set
  aside for the program, the sums stipulated in Part One to the Employment
  Agreement for the period beginning only on the day on which the Employee
  starts work as a Company employee, as stipulated in this Employment
  Agreement.

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|   |                               |                                                                                                                                                                                                                                                                                                                                                                                             
|-- | ----------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | e)                            | It is agreed
  that the component set aside for severance pay in the pension insurance
  program, as set aside by the Company during the Employees employment by the
  Company, shall be transferred into the Employees name with the Employees
  departure from the Company; only if the following condition is met:                                                                    
|   |                               |                                                                                                                                                                                                                                                                                                                                                                                             
|   |                               | Cessation of
  the employer / employee relationship did not occur under any circumstance
  listed in Clause 10(b), (c) or (d) below.                                                                                                                                                                                                                                                        
|   |                               |                                                                                                                                                                                                                                                                                                                                                                                             
|   |                               | To remove
  all doubt: It is hereby clarified that all other components of the pension
  insurance program, including components and monies within it, which were in
  it or were to the Employees credit before the date on which the Employee
  began work as an employee of the Company, shall be transferred into the
  Employees name with the Employees departure from the Company.
|   |                              
|6) | Additional Conditions of Work
|   |                               |                                                                                                                                                                                                                                                                                                                                                                                             
|   | a)                            | Sick Leave
   The Employee shall be entitled to sick leave each year as stipulated in
  Part One to the Employment Agreement, on condition that the Employee delivers
  to the Company, appropriate medical certificates, attesting to illness and
  the Employees inability to work for the period; if so required by the
  Company and at the Companys discretion.                     
|   |                               |                                                                                                                                                                                                                                                                                                                                                                                             
|   | b)                            | Leave
   The Employee shall be entitled to days of leave for each 12 (twelve)
  calendar months of continuous work during the Agreement period, as stipulated
  in Part One to the Employment Agreement.                                                                                                                                                                                   
|   |                               |                                                                                                                                                                                                                                                                                                                                                                                             
|   |                               | The Employee
  declares that the Employee is aware of and agrees to prior coordination of
  leave with the Company and the Company shall be entitled to refuse to allow
  the Employee to take leave on specific dates and all such shall be in
  accordance with the Companys needs and requirements and at the Companys
  sole discretion.                                              

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| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                        
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | c) | Vehicle                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                        
| |    | If the
  Company places a vehicle at the Employees disposal, as stated in Part One to
  the Employment Agreement, the following provisions shall apply:                                                                                                                                                                                                                                                                                                   
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                        
| |    | i)                                                                                                                                                                                                                                                                                                                                                                                                                                                          | The vehicle
  type and model shall be determined by the Company and as stipulated in Part
  One to the Employment Agreement. To remove all doubt  Nothing in that stated
  above shall oblige the Company to place a new-model vehicle at the Employees
  disposal and the vehicle shall be from the stock fleet of vehicles at the
  Companys disposal at the time and at the Companys discretion.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                        
| |    | ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                         | The Company
  shall arrange insurance (obligatory, comprehensive, third party) for the
  vehicle at the Companys sole discretion and the Company shall bear the costs
  of that insurance.                                                                                                                                                                                                            
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                        
| |    | iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                        | The Company
  shall bear the cost of the vehicles ongoing service and repair.                                                                                                                                                                                                                                                                                                                         
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                        
| |    | iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                         | The Company
  shall bear fuel costs.                                                                                                                                                                                                                                                                                                                                                                   
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                        
| |    | v)                                                                                                                                                                                                                                                                                                                                                                                                                                                          | The Employee
  shall bear the cost of all fines and traffic violations imposed on the
  vehicle and/or its driver and all other expenses not listed in this Clause.                                                                                                                                                                                                                                    
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                        
| |    | vi)                                                                                                                                                                                                                                                                                                                                                                                                                                                         | The Company
  shall deduct from the Employees Gross Salary, the income tax payments
  incurred for that stated in this Clause above, or shall gross up those tax
  payments; all as such is stipulated in Part One to the Agreement.                                                                                                                                                                  
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                        
| |    | vii)                                                                                                                                                                                                                                                                                                                                                                                                                                                        | The Employee
  shall present to the Company, claims concerning expenses relating to the
  vehicle as required by Law and as instructed by the Company from time to
  time.                                                                                                                                                                                                                             
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                        
| | d) | Convalescence
  Pay                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                        
| |    | The Employee
  shall be entitled to Convalescence Pay as determined in the Expansion Orders
  issued by the Minister of Labor and Social Affairs and as such apply to all
  employers and employees and as valid from time to time and as is accepted
  practice at the Company.                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                        
| | e) | Military
  Reserve Duty                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                        
| |    | During
  periods of active duty in the Reserves, the Employee shall be paid salary, on
  condition that all the payments received by the Employee or which the
  Employee shall be entitled to receive from any party whatsoever, in lieu of
  service in the Reserves, shall be transferred to the Company by the Employee
  immediately upon their receipt and if the Employee does not so act, such sums
  shall be deducted from the Employees salary.

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| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | f) | Travel
  Abroad                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
| |    | The Employee
  hereby declares and agrees that as part of the Employees work at the Company,
  it is possible that the Employee might be required to travel abroad for
  periods of varying lengths. Reasonable travel and accommodation costs shall
  apply and shall be paid by the Company, subject to approval by the Company
  and in accordance with the Companys procedures from time to time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
| | g) | Further
  Education Fund                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
| |    | Each month,
  on the date on which the Employees salary is paid and as instructed by the
  Employee, the Company shall pay into a Further Education Fund  for the Employee, a sum to the total
  stipulated in Part One to the Employment Agreement and on the Employees
  part, the Employee agrees and instructs the Company to deduct and pay from
  the Employees salary, an additional sum to the total stipulated in Part One
  to the Employment Agreement from the Employees monthly salary to the
  aforementioned Further Education Fund.                                                                                                                                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
| | h) | Reimbursement
  of Expenses                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
| |    | The Company
  shall reimburse the Employee, for reasonable expenses laid out during the
  Employees work for the Company, in accordance with the procedures, which
  shall be determined by the Company (such as: Hospitality for the Companys
  guests, reimbursement of expenses abroad, etc.), subject to the guidelines
  that shall be given to the Employee by the Company, from time to time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
| |    | At the end
  of each calendar month, or on any other date determined by the Company, the
  Employee shall provide the Company with an expense claim, accompanied by the
  appropriate receipts, in accordance with the accepted procedures at the
  Company and/or as required by the provisions of all Law applicable to the
  matter.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
| | i) | Company
  Property for the Employees Use                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
| |    | If the
  Company provides for the Employees use while fulfilling the Companys tasks,
  various items and property belonging to the Company and in the Companys
  opinion the Employee needs them to fulfill those tasks, such as a mobile
  telephone (and bears the cost of reasonable use), a laptop computer and the
  like; when all such is as appropriate to the Employees role and at the Companys
  discretion; in such circumstances the Employee hereby undertakes to return to
  the Company, immediately upon the end of the Employees employment at the
  Company for any reason whatsoever, all the property in the Employees
  possession that belongs to the Company, including the vehicle at the Employees
  disposal as aforementioned and all other property placed at the Employees
  disposal in accordance with that stipulated in this Clause.

---

---



| |    |                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | j) | Credit Cards                                                                                                                                                                              
| |    |                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    | i)                                                                                                                                                                                         | If the
Company places at the Employees disposal, a credit card selected by the
Company as stipulated in Part One to the Employment Agreement; the Employee
shall be entitled to use it solely for the purposes of the Employees work
for the Company (hereinafter: The Credit Card).                                                                                                                                                                                                                                              
| |    |                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    | ii)                                                                                                                                                                                        | The Employee
  shall make use of the Credit Card solely for the purposes of the Employees
  work for the Company and in connection with the Credit Card, the Employee
  undertakes to act in accordance with the Managements instructions and in
  accordance with the different guidelines that shall be given to the Employee
  on this matter from time to time.                                                                                                                                                               
| |    |                                                                                                                                                                                           
| | k) | Options                                                                                                                                                                                   
| |    |                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    | If the
  Company grants to the Employee, Options for the purchase of shares in Ampal
  USA as stated in Part One to the Employment Agreement; then the following
  provisions shall apply:
| |    |                                                                                                                                                                                           
| |    | i)                                                                                                                                                                                         | The Options
shall be for the purchase of shares in Ampal USA to the number and at the
realization price stipulated in Part One to the Employment Agreement
(hereinafter: The Options).                                                                                                                                                                                                                                                                                                                                              
| |    | ii)                                                                                                                                                                                        | The Options
  shall be granted to the Employee in the stages listed in Part One to the
  Employment Agreement and on condition that at each stage, the Employees
  employment shall not be terminated for any reason whatsoever until the date
  of that stage.                                                                                                                                                                                                                                                                    
| |    |                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    |                                                                                                                                                                                            | Granting of
  Options as aforementioned in this Clause is possible for as long as the
  working relationship between the parties continues or for a period of 60
  (sixty) days from the day on which the working relationship ends between the
  parties for any reason whatsoever; according to the earlier of the two and on
  condition that on the date when the Options or any part thereof were first
  granted to the Employee, an employer / employee relationship was still extant
  between the Employee and the Company.

---

---



|   |                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | ----------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                     | iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | The Options
  shall be granted to the Employee in accordance with the options program for
  Ampal USA, as shall be approved by its Board of Directors and in accordance
  with the documents appropriately drawn up and whenever a contradiction
  arises, particularly between the provisions of this Clause 6 and the
  Employment Agreement as a whole and the provisions of the options program and
  its documents as aforementioned, the provisions of the options program and
  its documents shall take precedence.
|   |                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|7) | Confidentiality and Non-Competition
|   |                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | a)                                  | The Employee
  undertakes not to reveal the provisions of the Employment Agreement in
  general and the conditions of the Employees employment (in other words 
  salary, additional conditions, etc.) in particular, to any third party
  whatsoever (with the exception of close relatives, subject to the condition
  that the limitations of the aforementioned confidentiality shall also apply
  to such close relatives) either directly or indirectly, including to other
  employees at the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | b)                                  | In this
  clause, the following terms shall have the meanings given alongside them: Company
  Secrets  Any commercial, professional or business knowledge or information
  whatsoever, which is not public knowledge and cannot be discovered lawfully
  with ease by others, which has come to the Employees attention and/or has
  been passed on to the Employee and/or the Employee has been made aware of
  and/or has been developed by the Employee, either directly or indirectly,
  during and/or consequential to the Employees work at the Company. Without
  any derogation from the generality of the above; such knowledge shall include
  among other things, both existing and future research results and processes,
  information referring to the development of ideas in the Companys
  possession, lists of existing and future clients, commercial information
  referring to clients and/or the Companys links with third parties, marketing
  information and sales promotion strategies, documents, records, contracts,
  offers, intellectual copyright, databases and data and all information
  referring to the planning, manufacturing, marketing and distribution of
  products manufactured by and/or planned by the Company and all other written
  materials (hardcopy) stored in electro-magnetic devices or using any other
  means, as they touch upon the Companys interests, products, services, plans
  and commercial interests and information regarding the computer array and
  information systems at the Company and information regarding the Companys
  relationships with the Companys employees and/or clients and/or suppliers;

---

---



| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    | Company
  Documents  All documents that shall be passed on to the Employee and/or
  that shall reach the Employee as the consequence to and/or following the
  Employees work at the Company, as linked either directly or indirectly to
  the Company or its employees activities and/or its clients and/or suppliers
  and/or that contain and/or refer to information and/or any knowledge
  whatsoever belonging to the Company.                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | c) | The Employee
  hereby declares and undertakes to preserve confidentiality and not to reveal
  and/or expose and/or advertise and/or use and/or pass on to others, any of
  the Companys secrets, either directly or indirectly. Moreover, the Employee
  undertakes not to make any use whatsoever of the Companys secrets, which can
  be commercially exploited in any manner whatsoever, unless by way of
  fulfillment of the Employees role at the Company and the execution of work
  at and for the Company and to the extent that such is necessary for that
  purpose alone.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    | To remove
  all doubt  It is hereby clarified and agreed that the Employees
  undertakings, as made in accordance with this Clause, shall remain valid and
  shall oblige the Employee, even after the end of the period of the Employees
  employment by the Company.                                                                                                                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | d) | Proprietary
  Rights                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    | i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | It is hereby
  declared and agreed by both parties that the Companys documents are the
  Companys property for all purposes and in all matters and they shall be
  returned to the Company by the Employee (including all copies and duplicates
  thereof of any type or kind, both if such were made with permission and if
  made without permission by the Employee or another acting on the Employees
  behalf), immediately upon the end of the Agreement period and/or at the end
  of the employer / employee relationship between the Company and the Employee
  (the earlier of the twos) or on any other date, as required by the Company.
  The Employee undertakes not to copy the documents in any manner whatsoever,
  unless for the purposes of fulfilling and executing the Employees tasks
  and/or relationships with and in the name of the Company.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    | ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | The Employee
  shall not pass on or publish any information, articles, research or the like,
  referring to matters linked to or touching upon the field of the Companys
  activities, without receiving prior written approval for such from the
  Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

---

---



|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | 
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | 
|   | e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | During the
  Employees work at the Company  without any derogation from that stated in
  the Employment Agreement and for a period of 6 (six) months following the end
  of the Employees employment by the Company, the Employee shall not be
  involved, either directly or indirectly, the Employee himself or through
  others, in any manner whatsoever, including through a corporation in which
  the Employee has part ownership and/or is an interested party or is the
  controlling interest in that corporation; in any other employment in the
  field of the Companys activities and/or direct competition in the field of
  the Companys activities.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | 
|   | f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Without any
  derogation from the generality of that stated above, the Employee undertakes
  that during the Employees period of employment at the Company and for a
  period of 24 (twenty four) months after the end of the employment by the
  Company, the Employee shall abstain from providing services in any manner
  whatsoever, including consulting services, either paid or not paid, to any
  business or occupation in which the Company was involved.                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | 
|8) | Agreement Period                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | 
|   | The Employment
  Agreement shall become valid on

  and shall remain valid, for as long as it is not abrogated by either of the
  parties to the Agreement as stipulated in Clauses 9 and/or 10 below.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | 
|9) | Each side to
  the Agreement shall be entitled to bring the Agreement to an early close by
  providing early written notice without reasons, of at least
 months to the other party.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | 
|   | If the
  aforementioned notice shall be given by the Company to the Employee, the
  Company shall specify in the notice, at the Companys sole discretion, the
  date on which the Employee shall end employment at the Company. If the date
  for the end of the Employees work at the Company as mentioned above, is
  before the end of the aforementioned

  month period, or occurs on the date on which the aforementioned notice was
  given; the Employee shall be entitled to early notice payments, for the
  remainder of the 
  month period mentioned above or the entire period, as appropriate. Furthermore,
  if the date for the end of the Employees employment at the Company as
  aforementioned is before the end of the aforementioned 
  month period or shall apply on the date when the aforementioned notice is
  given; until the end of the aforementioned 
  month period (either if the Employee actually ceases work at the Company or
  if not) the Employee shall be entitled to receive all the accompanying
  conditions and rights (provisions for social benefits, use of a vehicle,
  mobile phone and all other accompanying rights and conditions to the Employees
  employment by the Company in accordance with the Employment Agreement).

---

---



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                              | 
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|10) | Notwithstanding
  that stated above, the Company shall be entitled to bring the Employment
  Agreement to an immediate close, if any of the following incidents occurs:                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                              | 
|    | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | If the
  Employee breaches any provision whatsoever in Clause 2 above.                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                             
|    | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | If the
  Employee breaches any provision whatsoever in Clause 7 above.                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                             
|    | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | If the
  Employee is accused of or convicted of a criminal offense that is a
  misdemeanor or an infamous crime.                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                             
|    | d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | If the
  Employee abused the trust placed in the Employee by the Company and/or was
  contemptuous of the work and/or the Company and/or damaged the Companys
  reputation.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                             
|11) | With the end
  of the Agreement for any reason whatsoever, the Employee shall cease working
  for the Company and the employer / employee relationship between the Employee
  and the Company shall reach conclusion.                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                              | 
|12) | With the
cessation of the Agreement Period in accordance with that stipulated in the
Employment Agreement; the Employee shall receive the Employees salary or the
early notice payments, if there shall be such, as appropriate, until the date
on which the Agreement Period ends as stipulated in Clause 9 and/or Clause 10
above (hereinafter: The Cessation Date) on condition that until the Cessation Date, the Employee shall work and fulfill the Employees tasks in accordance
with the Companys demands.                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                              | 
|    | The Employee
  undertakes that until the Cessation Date, the Employee shall pass on the
  Employees role at the Company in a full, orderly manner to another employee
  or to other employees, in accordance with the Companys instructions and
  furthermore, the Employee shall deliver to the Company, all the documents,
  the required equipment and all other materials of any sort or kind
  whatsoever, which has reached the Employee or is in the Employees control
  and/or has been prepared by the Employee in connection with the Company
  and/or the Employees work at the Company, including all copies of such.

---

---



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  | 
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | 
|    | Furthermore,
  the Employee shall be entitled to Holiday Pay and to Convalescence Pay, for
  the relative part of the Employees holiday entitlement as stipulated in the
  Employment Agreement above, when not realized before the Cessation Date.                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  | 
|13) | Notwithstanding
  that mentioned in Sub-clause 12 above, it is agreed that if the full transfer
  process for the Employees work is not completed during the early notice
  period, the Employee shall cooperate with the Company in the transfer of the
  task as aforementioned, even after the end of the early notice period and
  such shall not be considered an employer / employee relationship in any
  manner whatsoever and on condition that the transfer completion dates as
  aforementioned shall be determined in coordination with the Employee and the
  Company shall act to the best of its ability, to shorten the additional
  transfer period as much as possible.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  | 
|14) | The
  Employment Agreement, including the Appendices thereto, constitutes all that
  agreed between the parties in reference to the matters considered within it
  and it is not amendable and/or changeable unless through a written document
  signed by both parties.                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|15) | The Company
  shall be entitled to set off any sum, which the Company is entitled to
  receive from the Employee in accordance with the Employment Agreement,
  against any sum to which the Employee is entitled at any time whatsoever from
  the Company and/or to appropriate as aforementioned without any derogation of
  the Companys right to collect the sum by any other means.                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|16) | The
  Employment Agreement replaces all other previous agreements or arrangements
  of any sort or type whatsoever that existed (if any such did exist) between
  the Employee and the Company and it shall apply to the working relationship
  between the parties, beginning with the start of the Agreement Period as
  aforementioned in Clause 8 above, but it shall in no way harm the Employees
  rights as such accrue to the Employee through the Employees work in the
  Companys service until the aforementioned date.                                                                                                                                                     

---

---



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|17) | Notices                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | Any notice
  or any other document that must be provided in accordance with the Employment
  Agreement, shall be made out in writing and for as long as any party has not informed
  the other party otherwise, the parties addresses shall be as stated in the
  preamble to the Employment Agreement and any such notice shall be considered
  as received by the addressee, 7 (seven) days from the day on which it was
  sent by registered mail or with its delivery if delivered by hand.

Now, in witness thereof, the parties have
signed below:

|            |  |             
|----------- |  | ------------
|            |  |             
|The Company |  | The Employee

---

---



Addition to the Employment Agreement Dated: _____________

Made, entered into and signed in Tel Aviv
On ___________

By and Between
Ampal Industries (Israel) Ltd.At 111, Arlozorov Street, Tel Aviv
(Hereinafter: The Company)

Of the First Part

And Between

____________________________________
(Identity Card Number: _______________)  At:
__________________________________________


(Hereinafter: The Employee)


Of the Second Part

|             |                                                                                                                                                                                                  
|------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Whereas:     | On
,
  the parties signed an Employment Agreement (hereinafter: The Employment Agreement);                                                                                                       
|             |                                                                                                                                                                                                  
|And Whereas: | The Appendix
  marked A (hereinafter: Appendix A)
  attached to the Employment Agreement lists specific conditions for the
  employment of the Employee by the Company;                        
|             |                                                                                                                                                                                                  
|And Whereas: | It is the
  parties wish to add the provisions of this Addition to Appendix A, all
  subject to the provisions of the Employment Agreement and the provisions of
  this Addition as given below;

---

---



Now, therefore, the parties hereto agree,
stipulate and declare as follows:

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | The preamble
  to this Addition constitutes an integral part thereof and obliges as all its
  other conditions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|2. | All terms
  not specifically defined in this Addition, shall have the same meaning as
  that given for them in the Employment Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|3. | The following clause shall be added to the provisions of Appendix A:
If during the period of the Employment Agreement, control of the Ampal
  American  Israel Corporation (hereinafter: Ampal
  USA) shall change and the controlling interest in Ampal USA on the
  date on which this addition is signed shall cease to be the controlling
  interest in Ampal USA and if during six months from the change in controlling
  interest as aforementioned, the Company ceases employment of the Employee for
  any reason whatsoever or if the Employee shall cease the Employees
  employment at the Company for any reason whatsoever; the Employee shall be
  entitled, in addition to and without any derogation from any other right and
  relief to which the Employee shall be entitled in accordance with the
  provisions of the Employment Agreement and/or in Law; to an adjustment grant
  (hereinafter: Adjustment Grant)
  to the value of 
  months of the Employees last salary, including all the accruing conditions
  and rights (provisions for social benefits, use of a vehicle, mobile
  telephone and any other rights accompanying the Employers employment by the
  Company in accordance with the Employment Agreement and Appendix A). The
  Adjustment Grant shall be paid and given to the Employee for a period of 
  months from the date on which the Employees employment ended as
  aforementioned. The rights, which by their very nature do not find monetary
  expression (such as use of a vehicle, mobile telephone, etc.), shall be
  actually provided to the Employee during the aforementioned 
  month period.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | To remove all doubt  the Employee shall be responsible for all
  payment of taxes imposed on the Employee as a consequence to the receipt of
  the Adjustment Grant. Furthermore, the Employee hereby agrees that if and to
  the extent that such shall be required by Law, the Company shall deduct from
  the Adjustment Grant and shall garner from it, all payments and/or taxes
  and/or levies, including income tax payments, health tax and National
  Insurance levies and all the like, if so required by all Law.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

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|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4. | The
  provisions of this Addition are complementary to the provisions of the
  Employment Agreement and in no circumstances shall they replace the
  provisions of the Employment Agreement, unless such is stated explicitly.
|   |                                                                                                                                                                                                                               
|   | In the event
  of any contradiction between the provisions of this Addition and the
  provisions of the Employment Agreement, the provisions of this Addition shall
  take precedence.                                        

Now, in witness thereof, the parties have
signed below:

|            |  |             
|----------- |  | ------------
|            |  |             
|The Company |  | The Employee

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Employee Transfer Agreement

Made, entered into and signed on the
_________ Day of the Month of _______________ in the Year ________

By and Between
Ampal Industries (Israel) Ltd.At: 111, Arlozorov Street, Tel Aviv
(Hereinafter: The Transferring Company)

Of the First Part

And Between
Ampal Israel Ltd.At:111, Arlozorov Street, Tel Aviv
(Hereinafter: The Receiving Company)

Of the Second Part

And Between


____________________________________
(Identity Card Number: _______________)  (Hereinafter: The Employee)


Of the Third Part

|             |                                                                                                                                                                                                                                                                                          
|------------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Whereas:     | The Employee
  is employed by the Transferring Company in accordance with an employment
  agreement between them as signed on: _______________ , as such was amended
  from time to time and as attached to this agreement marked Appendix A
  (hereinafter: The Employment Agreement);
|             |                                                                                                                                                                                                                                                                                          
|And Whereas: | The
  Transferring Company and the Receiving Company are companies under common
  control;                                                                                                                                                                                               
|             |                                                                                                                                                                                                                                                                                          
|And Whereas: | It is the
  parties wish that from December 1, 2004 (hereinafter: The Deciding Date), the employee shall cease
  working for the Transferring Company and shall begin working for the Receiving
  Company and as is stipulated below;                                                   

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Now, therefore, the parties hereto agree,
stipulate and declare as follows:

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|5. | The preamble
  to this agreement and the appendices thereto constitute integral parts
  thereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|6. | It is hereby
  agreed that on the Deciding Date, the employee shall cease working for the
  Transferring Company and shall begin working for the Receiving Company and to
  further that purpose, on the Deciding Date, the Transferring Company shall
  assign and transfer to the Receiving Company, all the rights and obligations
  in accordance with the Employment Agreement and beginning on the Deciding
  Date, the Receiving Company shall take upon itself all the rights and
  obligations accruing to the Transferring Company in accordance with the
  Employment Agreement and wherever the Employment Agreement makes any
  reference whatsoever to the Transferring Company, such shall be considered a
  reference to the Receiving Company.                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|7. | Beginning on
  the Deciding Date, the Receiving Company shall bear all the commitments made
  to the Employee in accordance with all Law and/or agreement, including the
  Employment Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|8. | The Employee
  hereby confirms and declares that the Employee agrees to the full assignment
  of the Transferring Companys rights and obligations in accordance with the
  Employment Agreement to the Receiving Company and that from the Deciding
  Date, the Receiving Company shall be the Employees employer and such is
  instead of the Transferring Company and the Employee confirms that the
  provisions of the Employment Agreement shall continue to apply to and oblige
  the Employee vis-à-vis the Receiving Company, with the necessary adjustments.
  Furthermore, the Employee hereby declares and confirms that the Employers
  agreement to transfer to employment at the Receiving Company shall not be
  considered any dismissal granting the Employee rights to severance payments
  or to any other payment.

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|9.  | The
  Receiving Company hereby declares and undertakes that the Transferring
  Companys commitments to employees concerning severance pay, holidays,
  further education funds, sick leave, social benefits and all other
  commitments referring to employment agreements with employees, shall be
  transferred and honored in full by the Receiving Company and that the transfer
  of the Employee to the Receiving Company shall not impinge upon the
  continuity of the Employees rights in reference to all rights to which the
  Employee was entitled at the Transferring Company and that payments deposited
  by the Transferring Company in external Funds and/or Managers Insurance
  programs and/or as reserves (provisions) shall endure for the Employee.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|10. | All deposits
  and/or provisions made, be such in external Funds, or in Managers Insurance
  programs, or from the Transferring Companys sources, shall be transferred on
  the Deciding Date to the Receiving Company, subject to the receipt of any
  permit that might be required for that purpose from the Tax Authorities in
  accordance with Law.                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|11. | Without any
  derogation from the commitments made in accordance with this agreement; each
  of the parties undertakes to sign any document and perform any act, the
  signing of which or the execution of which by that party is required for the
  purposes of granting validity to the provisions of this agreement and their
  execution.                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|12. | This
  Agreement obliges that agreed by the parties concerning the matters
  enumerated therein and it shall not be open to amendment or change, unless in
  a written document signed by them.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|13. | All notices
  sent by any party whatsoever to another party, to the address given in the
  preamble to this agreement, shall be considered as received by the party to
  which it was addressed on the date on which it was sent; if sent by
  messenger, or if sent by facsimile and confirmation of transmission was
  received and if sent by mail  four business days from the date on which it
  was sent by registered mail.                                                                                                                                                                                                                                                                                                                                           

Now, in witness thereof, the parties have
signed below:

|                         |  |              |  |                      
|------------------------ |  | ------------ |  | ---------------------
|                         |  |              |  |                      
|The Transferring Company |  | The Employee |  | The Receiving Company

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