<PAGE>

                                                               EXHIBIT 4.(a).7

                                    AGREEMENT

                                FOR THE SUPPLY OF

                           TELECOMMUNICATION EQUIPMENT

                                       AND

                                RELATED SERVICES


<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                       Page
                                                                                       ----
<S>                                                                                    <C>
DEFINITIONS                                                                              5

INTERPRETATION                                                                          11

AGREEMENT DOCUMENTS                                                                     12

1.    SCOPE OF AGREEMENT                                                                12

2.    INTENTIONALLY DELETED                                                             12

3.    PURCHASE ORDER PROCEDURE                                                          12

4.    TIME SCHEDULE                                                                     14

5.    FORECAST PROCEDURE                                                                14

6.    PURCHASE ORDER PRICES                                                             14

7.    DELIVERY OF EQUIPMENT AND COMPLETION OF IMPLEMENTATION SERVICES                   14

7A.   ADJUSTMENTS FOR LATE ACHIEVEMENT                                                  16

8.    INSPECTION AND ACCEPTANCE                                                         17

9.    TITLE AND ASSUMPTION OF RISK                                                      20

10.   WARRANTY OF EQUIPMENT AND SERVICES                                                20

11.   PAYMENTS                                                                          24

12.   TAXES, DUTIES AND LEVIES                                                          26

12A   ACCESS TO WORK IN PROGRESS AND INSPECTION OF TECHNICAL DATA AND INFORMATION       27

13.   PROJECT MANAGEMENT                                                                28

14.   LICENSE AND INFORMATION                                                           29
</TABLE>

                                                                               2

<PAGE>

<TABLE>
<S>                                                                                    <C>
15.   SOURCE AND OBJECT CODES                                                           30

16.   INTELLECTUAL PROPERTY RIGHTS - WARRANTY AND INDEMNITY                             31

17.   INFORMATION PROVIDED BY PARTNER - EXAMINATION                                     32

18.   CONFIDENTIALITY                                                                   34

19.   LOSS AND DAMAGE, INDEMNITY                                                        35

20.   INSURANCE.                                                                        36

20A.  KEY PERSONNEL                                                                     39

21.   CHANGES                                                                           39

22.   ASSIGNMENT OF AGREEMENT                                                           39

23.   PUBLICITY RELATED TO AGREEMENT                                                    40

24.   ARBITRATION AND APPLICABLE LAW                                                    41

25.   TIME-LIMITS                                                                       41

26.   FORCE MAJEURE                                                                     41

27.   TERMINATION FOR DEFAULT                                                           43

27A.  TERMS AND TERMINATION FOR CONVENIENCE                                             45

28.   INCENTIVE VOUCHER - ENTITLEMENT AND EXERCISE                                      46

29.   GOVERNMENTAL AUTHORISATION                                                        46

30.   LANGUAGE AND COMMUNICATION                                                        47

31.   NOTICES AND REPORTS                                                               47

32.   WAIVER AND APPROVAL                                                               47

33.   ENTIRE AGREEMENT                                                                  47

34.   NO PARTNERSHIP                                                                    48
</TABLE>

                                                                               3

<PAGE>

<TABLE>
<S>                                                                                    <C>
35.   SEVERABILITY                                                                      48

36.   GENERAL LIMITATION OF LIABILITY                                                   48

37.   SUB-CONTRACTORS                                                                   49

38.   SURVIVAL                                                                          50
</TABLE>

                                                                               4

<PAGE>

AGREEMENT DATED NOVEMBER 25TH, 2002

BETWEEN:

(1)      PARTNER COMMUNICATIONS COMPANY LTD. of 8 Amal Street, Afek Industrial
         Park, Rosh Ha'ayin 48103, Israel ("Partner");

                                                               OF THE FIRST PART

                                       AND

(3)      LM ERICSSON ISRAEL LTD. of 17 Amal Street, Afek Industrial Park,
         Rosh Ha'ayin 48092, Israel ("EOI");

                                                              OF THE SECOND PART

WHEREAS:

WHEREAS, Partner and Ericsson Radio Systems AB have on the 29th of May 1998,
entered into an agreement for the supply, delivery installation, commissioning
and support of a GSM system together with its related equipment (hereinafter -
THE SUPPLY AGREEMENT), which was performed by both Ericsson Radio Systems AB
(currently renamed - Ericsson AB) (hereinafter - ERICSSON) and EOI;

WHEREAS, Partner now wishes to purchase from EOI, not on a turn-key basis, and
on a non exclusive basis, additional Equipment (Hardware, Software and Spare
Parts, but excluding UMTS equipment), and Services, in accordance with the
provisions of this framework purchase Agreement, based on the applicable
business practice principles set and agreed between the parties;

WHEREAS, EOI wishes to supply Equipment, and to provide Services, to Partner in
accordance with the provisions of this Agreement;

WHEREAS, all products and services provided by Ericsson and EOI since February
1, 1999 shall be governed by the terms and conditions of this Agreement, mutatis
mutandis, in all applicable parts. Such products shall be deemed "Equipment" and
such services be deemed "Services" in accordance with this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and the mutual covenants
herein contained, the Parties agree as follows:

DEFINITIONS

Capitalized terms used within this Agreement are defined as follows:

"Acceptance"               shall mean with respect to any Equipment, the
                           issuance of an Acceptance Certificate in accordance
                           with Article 8, or deemed Acceptance under this
                           Agreement;

                                                                               5

<PAGE>

"Acceptance Certificate"   shall mean written notice issued in accordance with
                           Article 8, indicating that the Acceptance Criteria
                           for each and every Equipment A ordered and actually
                           delivered to Partner, has been fully met.

"Acceptance Criteria"      Shall mean the criteria set forth in Annex 6, for
                           successful Acceptance Tests of each Equipment A
                           ordered and actually delivered to Partner under this
                           Agreement, including but not limited to complete
                           Implementation and integration into Partner's System,
                           ready for Commercial Use; all - in accordance with
                           the Specifications and the applicable Agreement
                           Milestones as may be amended by agreement in writing
                           between the Parties.

"Acceptance Tests"         shall mean the tests set out in Annex 6 with respect
                           to each item of Equipment A ordered and actually
                           delivered to Partner under this Agreement.

"Agreement"                means this agreement including all annexes,
                           appendices and exhibits attached hereto.

"Agreement Milestones"     means the dates specified in Annex 4 (Time Schedule)
                           as the dates by which, or before which, as the case
                           may be, the Acceptance of Equipment is to be
                           achieved.

"Commercial Use"           shall mean in relation to any Equipment purchased
                           hereunder, the use of the same in commercial
                           operation generating revenue, other than on a test
                           under Annex 6 or a friendly user trial basis.

"Critical Date" and/or     Means Agreement Milestones against which
"Critical Time Period"     Liquidated Damages shall accrue in relation to each
                           Agreement Milestone as specified in any relevant Time
                           Schedule.

"Delivery"                 shall mean with respect to Equipment, the delivery by
                           EOI, of such Equipment to a Site or warehouse within
                           the Territory designated by Partner.

"Documentation"            Means all softcopy and hardcopy of standard library
                           as specified in Annex 1 and all hard copy and
                           software of as built documentation (at least two
                           hardcopies) and any other documents provided by EOI
                           to Partner from time to time (including, without
                           limitation, such materials provided electronically or
                           by CD Rom).

"Equipment"                shall mean any item, to be supplied by EOI to Partner
                           under this Agreement, including all Documentation
                           relating thereto. For the avoidance of doubt,
                           Equipment does not include UMTS equipment.

"Equipment A"              shall mean the items of Equipment with regard to
                           which Implementation Services will be performed
                           and/or procured by EOI.

                                                                               6

<PAGE>

"Equipment B"              shall mean the items of Equipment, including all
                           Documentation relating thereto, with regard to which
                           no Implementation Services will be performed and/or
                           procured by EOI.

"Ericsson Group"           shall mean the group of companies directly or
                           indirectly controlled by Telefonaktiebolaget LM
                           Ericsson, which is a Swedish limited liability
                           company.

"Force Majeure"            shall have the meaning specified in Sub-Clause 26.1.

"GSM License"              shall mean the license issued to Partner on 7 April,
                           1998 by the Minister of Communications for the
                           Provision of Mobile Radio Telephone Services Using
                           the Cellular Method (MRT) in Israel, as amended from
                           time to time.

"Hardware"                 shall mean Equipment and Spare Parts (other than
                           Software) to be supplied by EOI under this Agreement.

"Implementation" and       shall mean all of the activities and relevant
"Implementation Services"  Services to be carried out by EOI to meet the
                           Acceptance Criteria.

"Incentive Voucher"        shall mean a voucher substantially in the form as set
                           out in Annex 5 entitling Partner to free of charge
                           purchase, delivery and/or Implementation of
                           additional Equipment up to the incentive voucher
                           value subject to the terms specified in Article 28.

"Intellectual Property     shall mean any patent, trademarks, service marks,
Right"                     trade names, registered or unregistered design right,
                           copyright, right to prevent disclosure of information
                           and other forms of intellectual or industrial
                           property (in each case in any part of the world save
                           for patents and marks outside the Territory and
                           whether or not registered or registrable and the full
                           period thereof and all extensions and renewals
                           thereof and applications for registration of, or
                           otherwise in connection with, the foregoing),
                           confidential trade secret and protected right and
                           asset, and any license and permission in connection
                           therewith.

"LIBOR"                    shall mean in relation to any amount owed by either
                           Party to the another Party on any day the rate per
                           annum which would have been offered by the Standard
                           Chartered Bank to prime banks in the London interbank
                           market at those banks' request at or about 11.00 a.m
                           (London time) on that day for deposits in US dollars
                           of comparable amount to such amount for a period of 3
                           months.

"Liquidated Damages"       shall mean liquidated damages in the rates specified
                           in Sub-Clause 7A.4.

"Maintenance Agreement"    shall mean the Support and Maintenance Agreement
                           attached hereto as Annex 7.

                                                                               7

<PAGE>

"Maintenance Services"     shall mean the services to be provided to Partner by
                           EOI, under the Maintenance Agreement.

"Network"                  shall mean any telecommunication network in Israel
                           operated by any Telecommunication Operator.

"Telecommunication         means any licensee for the provision of any
Operator"                  telecommunication services in Israel.

"Option"                   Shall mean Partner's option to extend the Term by a
                           period of one year each time, by serving EOI with a
                           prior written notice to that effect, at least 30 days
                           prior to the expiration of the Term or any extended
                           period pursuant to exercise of the option, as the
                           case may be.

"Optimise"                 means in relation to any Equipment, rendering that
                           Equipment in a state such that it will meet the
                           requirements of this Agreement.

"Parties"                  shall mean Partner and EOI.

"Partner's Licenses"       shall mean all telecommunication licenses awarded to
                           Partner from time to time by the Minister of
                           Communications in Israel, as amended from time to
                           time.

"Performance Bond"         Shall mean the performance bond to be provided in
                           accordance with Clause 17A, the form of which is
                           contained in Annex 8.

"Price List"               shall mean the list of prices set out in Annex 1 for
                           each item of Equipment and each Service or any other
                           Service to be offered under this Agreement.

"Project Managers"         the officers appointed by each of Partner and EOI in
                           accordance with Sub-Clauses 13.1 and 13.2 who will
                           provide the formal point of contact between those
                           Parties for all detailed correspondence and
                           discussions in respect of the Agreement and who have
                           the authority to exercise Partner's and EOI's
                           rights (respectively) under the Agreement except
                           where otherwise stated in the Agreement.

"Purchase Order"           means a written or electronic order from Partner to
                           EOI, for Equipment or Services in connection thereof,
                           to be purchased, licensed, performed or rendered
                           under this Agreement, in accordance with the Purchase
                           Order Procedure specified in Clause 3.

"Purchase Order Price"     means the price set forth in any Purchase Order, in
                           accordance with the Price List, including any
                           applicable discount and Vouchers, if used, for
                           Equipment or Services ordered and actually delivered,
                           rendered or performed, pursuant to such Purchase
                           Order.

                                                                               8

<PAGE>

"Services"                 shall mean all of the activities and services to be
                           carried out by EOI under this Agreement, including
                           but not limited to, Implementation, or supervision of
                           Implementation, training services, design,
                           dimensioning, installation, integration into
                           Partner's Network, interconnection with other
                           Networks than Partner's Optimisation, commissioning,
                           testing, and other services subject to and in
                           accordance with any Purchase Order for the purchase
                           of such Services.

"Site"                     shall mean the locations within the Territory at
                           which the Equipment is to be Delivered, and Services
                           are to be provided, all in accordance with the terms
                           of this Agreement.

"Software"                 shall mean all computer programs, or parts thereof to
                           be furnished by ERA under this Agreement including
                           the computer software described in Annex 1, Software
                           Updates and Software Upgrades.

"Software Updates"         Shall mean: (a) correction packages of the
                           current major release of Software which fix, add to,
                           improve or enhance licensed features and capabilities
                           of the Software; and/or (b) Software "fixes" and/or
                           "patches" or other corrections issued by Ericsson
                           from time to time to correct or remove anomalies and
                           bugs in the Software; and includes any Software
                           issued as Software Updates by Ericsson from time to
                           time. A Software Update shall contain the appropriate
                           load file, implementation instructions and
                           Documentation shall mean corrections of the Software
                           based on Ericsson's and users fault reports and which
                           are issued as Software Updates by Ericsson.

"Software Upgrades"        shall mean superseding releases of the then
                           current release of Software which add to, improve or
                           enhance licensed basic features and capabilities of
                           the then current release of Software and which
                           involve more extensive changes to the then current
                           release of the Software than is the case in Software
                           Updates. Software Upgrades may also correct Software
                           anomalies or "bugs" in earlier releases and may
                           introduce new basic features. A Software Upgrade
                           shall contain the appropriate load file,
                           implementation instructions and Documentation.

"Spare Parts"              means a spare or replacement part for any Equipment
                           or part of Equipment. Once Delivered to Partner Spare
                           Parts shall form part of the Equipment.

"Specifications"           shall mean those specifications which describe the
                           technical and functional operation of the Equipment
                           when fully Implemented and integrated into Partner's
                           System, all Specifications set out in Annex 3 and
                           shall include any additional specifications agreed in
                           writing between EOI and Partner to be annexed hereto
                           as part of this Agreement.

"Sub-contract"             shall mean any agreement between a Party or its
                           Sub-contractors and a Sub-contractor.

                                                                               9

<PAGE>

"Sub-contractor"           shall mean any contractor or direct or indirect
                           sub-contractor or sub sub-contractor in relation to
                           this Agreement.

"System" or "Partner's     shall mean any telecommunication system or
 System"                   sub-system operated, or which in the future shall
                           be operated by Partner, including but not limited to
                           the fully functional GPRS and GSM systems to be
                           supported, Optimised and maintained by EOI in
                           accordance with the relevant Specification comprising
                           of, but not limited to, the switching subsystems, the
                           base station subsystems, the network management
                           system, the base transceiver stations, the base
                           station controllers and any other equipment comprised
                           in the GPRS and/or the GSM system. "Part of System"
                           refers to any part of the System including any
                           Equipment, Hardware or Software, included in the
                           System or any Services required to be performed under
                           this Agreement.

"Term"                     shall mean the period of time commencing on January
                           1, 2003, and ending on December 31, 2007, which may
                           be extended by Partner pursuant to exercise of the
                           Option, during which Partner can place Purchase
                           Orders under this Agreement. For ther avoidance of
                           doubt, it is clarified that notwithstanding anything
                           to the contrary in this Agreement, the provisions of
                           this Agreement shall apply mutatis mutandis to any
                           and all purchases of products and services by Partner
                           from EOI and/.or Ericsson made between February 1st,
                           1999 and the date hereof.

"Territory"                means for each Equipment the area in which Partner is
                           authorized to use such Equipment under the relevant
                           Partner License.

"Time Schedule"            shall mean the time table and period of time for the
                           (i) Delivery of Equipment, Documentation and Spare
                           Parts; and (ii) the performance of Implementation
                           Services, as set out in Annex 4. The respective time
                           periods shall be noted in man-hours, man-days or
                           man-weeks as applicable.

"Training"                 the instructions, manuals and face-to-face teaching
                           to be provided or produced by EOI, to or for
                           Partner's staff, to assist them in utilizing the
                           Equipment.

"Warranty Period"          shall mean a period of warranty as defined in
                           Sub-Clause 10.2.

"Year 2000 Compliant"      means that neither the performance nor the
                           functionality of any Equipment will be impaired by
                           the advent of the year 2000, and in particular:

                           (i)   no value for current date will cause any
                                 interruption or error;

                           (ii)  all manipulations of time related data will
                                 produce the desired results for all valid date
                                 values prior to, through and beyond the year
                                 2000, including leap year calculations;

                                                                              10

<PAGE>

                           (iii) date fields or elements in all Software and
                                 Hardware (including interfaces and data
                                 storage) will permit specifying the century to
                                 eliminate date ambiguity;

                           (iv)  where any date field or element is represented
                                 without a century, the correct century shall be
                                 unambiguous for all manipulations involving
                                 that element, using appropriate algorithms or
                                 inferencing rules;

INTERPRETATION

Headings are for convenience only and do not affect interpretation. The
following rules of interpretation apply to this Agreement unless the context
requires otherwise.

         1)       The singular includes the plural and conversely.

         2)       A gender includes all genders.

         3)       A reference to a Clause, Sub-Clause, Annex, Schedule or
                  Appendix is to a clause or sub -clause of or annex, schedule
                  or appendix to this Agreement all of which are by this
                  reference incorporated into this Agreement and references to
                  this Agreement shall be construed accordingly.

         4)       A reference to any part of this Agreement is to that part as
                  amended or updated from time to time in accordance with this
                  Agreement.

         5)       A reference to a person includes a body corporate, firm, an
                  unincorporated body or other entity and conversely.

         6)       A reference to conduct or an act includes an omission,
                  statement or undertaking whether or not in writing.

         7)       Mentioning anything after include, includes or including does
                  not limit what else might be included unless expressly stated
                  otherwise. An example does not limit what else might be
                  included.

         8)       A reference to $ or US$ or US dollars is to the lawful
                  currency of the United States of America from time to time. A
                  reference to NIS is to the lawful currency of Israel from time
                  to time.

                                                                              11

<PAGE>

AGREEMENT DOCUMENTS

This Agreement shall consist of the following documents, as may be amended from
time to time as provided herein.

1.       This Agreement document.

2.       The Annexes:

         Annex 1     Price List
         Annex 2     Ericsson's Letter of Guarantee
         Annex 3     Technical Specification
         Annex 4     Time Schedules
         Annex 5     Incentive Voucher
         Annex 6     Acceptance Tests, Criteria and Procedure
         Annex 7     Maintenance Agreement
         Annex 8     Form of Performance Bond

Should there be any ambiguity, conflict or inconsistency between the terms and
conditions of the documents listed above then they shall prevail between
themselves according to the order in which they are listed.

1.       SCOPE OF AGREEMENT

         1.1.      Partner shall purchase from EOI, and EOI shall sell Hardware
                   and license Software to Partner subject to and in accordance
                   with Purchase Orders issued by Partner to EOI for the
                   purchase of the same.

         1.2.      Partner shall purchase from EOI, and EOI shall provide to
                   Partner Services with respect to relevant Purchase Orders
                   issued by Partner to EOI for the purchase of the same.

         1.3.      All Equipment and Services purchased following the execution
                   of this Agreement and during its Term and/or any extension
                   thereof pursuant to exercise of the Option by Partner, shall
                   be governed by the terms of this Agreement.

         1.4       This Agreement shall come into force upon its signature by
                   all Parties.

         1.5       Ericsson shall guarantee the full and complete performance of
                   all of the obligations of EOI under this Agreement, in the
                   form of the letter of Guarantee attached hereto and marked as
                   Annex 2.

2.       INTENTIONALLY DELETED

3.       PURCHASE ORDER PROCEDURE

         3.1       Purchase Orders for Equipment, Implementation Services or any
                   other Service, shall be made on purchase order forms (written
                   or electronic) issued by Partner's authorised representative,
                   that shall specify the requested Equipment, quantity, and
                   Services required, Site for Delivery, and all other relevant
                   information and instructions with respect to such Purchase
                   Order, as Partner shall deem fit, including but not only, the
                   Purchase Order Price.

                                                                              12

<PAGE>

         3.2       Only a Purchase Order duly executed by Partner's authorised
                   representative shall constitute a firm commitment to purchase
                   on the part of Partner. Partner shall keep updated with the
                   recipient of Purchase Orders a list of its authorised
                   representatives. A Purchase Order shall be effective and
                   binding on the Parties as from the date it was submitted to
                   EOI or the first business day thereafter if the Purchase
                   Order was submitted during non-office hours of the receiving
                   Party. If the Purchase Order contains information that is
                   inconsistent with the provisions of Clause 3.1 above, then
                   EOI, shall notify Partner before the end of the next business
                   day and Partner shall correct the inconsistencies and submit
                   a new Purchase Order in accordance with Clause 3.1 above,
                   replacing the original Purchase Order. The original Purchase
                   Order shall be effective and binding for all intents and
                   purposes on the original date of submittance if EOI fails to
                   notify Partner before the end of the next business day as
                   aforesaid.

         3.3       All Equipment, and Services ordered pursuant to any and all
                   of the Purchase Orders shall be provided by EOI in accordance
                   with the terms and conditions of each of the Purchase Orders
                   and this Agreement.

         3.4       Notwithstanding the aforesaid, Partner has the right to
                   cancel, modify or change any Purchase Order prior to actual
                   shipment of the Equipment or prior to the actual commencement
                   of the relevant Services ordered pursuant thereof.

                   Understanding that there are costs for EOI related to such
                   canceled Purchase Orders, Partner shall pay EOI compensation
                   for cancellation of Purchase Orders as follows:

<TABLE>
<CAPTION>
PERCENTAGE OF VALUE OF CANCELED           DAYS PRIOR TO SHIPMENT OF EQUIPMENT OR
     EQUIPMENT OR SERVICE                       COMMENCEMENT OF SERVICE
--------------------------------      -----------------------------------------------
<S>                                   <C>
             [*]%                     [*]% - [*]% of lead time according to Annex 4
             [*]%                     [*]% - [*]% of lead time according to Annex 4
             [*]%                     [*]% - [*]% of lead time according to Annex 4
             [*]%                     [*]% or higher of lead time according to Annex 4
</TABLE>

                   Notwithstanding the foregoing, for cancellation of Purchase
                   Order of Software, compensation is only applicable to the
                   value of the third party software embedded in such Software.

                   For purposes of lead times and Time Schedule, in the event of
                   an increase of volume of Equipment or Services by
                   modification or change of a Purchase Order the additional
                   Equipment and/or Services ordered, will be deemed a separate
                   Purchase Order.

         3.5       The Purchase Order Procedure that shall apply to Purchase
                   Orders placed using the TTC Global, for the benefits of both
                   Parties, shall be subject to agreement between the parties
                   concerning the terms and conditions thereof.

                   In the event Ericsson elects to discontinue the supply or the
                   production of any

---------------------------
Certain information on this page has been omitted and filed separately with the
Commission. Confidential treatment has been requested with respect to the
omitted portions.

                                                                              13

<PAGE>

                   Equipment, then EOI shall provide Partner with one (1) year's
                   written notice thereof, and allow Partner to place an end of
                   life Purchase Order, at any time during such year.

         3.6       Notwithstanding any other provision of this Agreement, EOI
                   undertakes to ensure that Ericsson shall maintain an adequate
                   and sufficient stock of Spare Parts so as to meet Partner's
                   support and maintenance requirements for the same, during a
                   period of at least 5 years from the date of supply of any
                   Equipment under this Agreement.

4.       TIME SCHEDULE

         EOI shall Deliver all items of Equipment and perform all Services
         ordered by Partner under any Purchase Order, in accordance with the
         applicable Time Schedule, which shall include specified Agreement
         Milestones and Critical Dates or Critical Time Periods, as the case may
         be.

5.       FORECAST PROCEDURE

         5.1       Regularly on the last business day of every three (3) months
                   Partner shall make reasonable efforts to submit to EOI a
                   forecast covering the next six (6) month period of Partner's
                   estimated requirements broken down to quarterly intervals.
                   Such forecasts shall be made in good faith for planning
                   purposes only, and shall not be binding on either Party.

         5.2       Upon execution of this Agreement, Partner shall make
                   reasonable efforts to submit a forecast pursuant to
                   Sub-Clause 5.1 above for the first six (6) months of the
                   Agreement.

6.       PURCHASE ORDER PRICES

         All Purchase Order Prices relating to Equipment shall include all
         transportation and related charges for Delivery of such Equipment,
         which means DDP (Delivery Duty Paid, according to Incoterms 2000) to
         Partner designated Sites.

         In line with the foregoing and to avoid any doubt, it is agreed that
         Partner shall pay Value Added Tax (VAT) payable in Israel in relation
         to the supply of Equipment and the provision of Services by EOI to
         Partner, in accordance with Clause 12 (Taxes, Duties and Levies).

7.       DELIVERY OF EQUIPMENT AND COMPLETION OF IMPLEMENTATION SERVICES

         7.1 (a)   The times for completion of Delivery of Equipment and
                   Documentation, completion of Services and for achievement of
                   all Agreement Milestones are of the essence of this
                   Agreement.

             (b)   Delivery of Equipment and Documentation and completion of
                   Services shall not be deemed to have occurred for the purpose
                   of this Agreement until EOI has actually delivered all
                   Equipment and Documentation and performed all Services to be
                   performed in connection with such Equipment, Documentation or
                   Services (as the case may require). The provision of such
                   Equipment and Documentation and the performance of such
                   Services is of the essence of this Agreement.

                                                                              14

<PAGE>

         7.2       Subject to the provisions of clause 7.1 above, for Purposes
                   of this Agreement -

                   (a)  Delivery of any Hardware constituting Equipment A shall
                        only be deemed to have occurred upon its actual delivery
                        at the designated Site at which it is required to be
                        delivered and installed, in accordance with any relevant
                        Purchase Order, Time Schedule and/or any other
                        applicable provision of this Agreement, and in a
                        condition fully conforming to the requirements of this
                        Agreement but without prejudice to, or forfeiture of,
                        Partner's rights under Clause 8; and

                   (b)  Delivery of any Software constituting Equipment A shall
                        only be deemed to have occurred when it is actually
                        supplied, installed and commissioned in accordance with
                        any relevant Purchase Order, Time Schedule and/or any
                        other applicable provision of this Agreement, but
                        without prejudice to, or forfeiture of, Partner's rights
                        under Clause 8.

                   (c)  Delivery of Services shall not be deemed to have
                        occurred until EOI has fully completed the performance
                        of the Service, to Partner's full satisfaction, in
                        accordance with any relevant Purchase Order, Time
                        Schedule and/or any other applicable provision of this
                        Agreement but without prejudice to, or forfeiture of,
                        Partner's rights under Clause 8.

                   (d)  Delivery of Equipment B shall be deemed to have occurred
                        at the time Partner is notified in writing that the
                        relevant Equipment B ordered has been delivered at
                        Partner's designated Site, in accordance with any
                        relevant Purchase Order, Time Schedule and/or any other
                        applicable provision of this Agreement, and in a
                        condition fully conforming to the requirements of this
                        Agreement but without prejudice to, or forfeiture of,
                        Partner's rights under Clause 8. Acceptance of Equipment
                        B shall be deemed to have occurred upon Delivery of such
                        Equipment in accordance with and subject to the
                        aforsaid.

         7.3       In the case of subsequent rejection of any Equipment or
                   Services delivered, delivery shall be deemed not to have
                   occurred for the purpose of this Agreement until the defects
                   that resulted in such rejection have been satisfactorily
                   remedied or replaced with conforming Equipment or Services
                   (as the case may be).

         7.4       Notwithstanding any other provision of this Agreement and
                   without limiting any other right or remedy of Partner under
                   this Agreement, or any applicable law, if at any time it
                   becomes apparent that the Equipment and/or Services to be
                   supplied by EOI, are insufficient to achieve the
                   Specifications, and the other requirements of this Agreement
                   including in terms of, coverage, capacity and reliability,
                   then EOI shall promptly provide at its cost, additional
                   Hardware, Software and/or Services in order to ensure that
                   the Specifications, and such other requirements are fully
                   met. To the extent they are reasonably capable of applying,
                   all other terms of this Agreement other than cost as
                   aforesaid, shall apply to such additional Hardware, Software
                   and/or Services.

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7A.      ADJUSTMENTS FOR LATE ACHIEVEMENT

         7A.1      EOI shall Deliver each Equipment and perform each Service on
                   or before the relevant Agreement Milestone for that Equipment
                   and Service, respectively. Equipment shall be Delivered,
                   installed, integrated Implemented and commissioned in
                   accordance with the Specifications Time Schedule and all
                   other relevant requirements of this Agreement.

         7A.2      To the extent that any Equipment and Service is not Delivered
                   or performed in accordance with this Agreement by the
                   relevant Agreement Milestone then EOI shall not be entitled
                   to any extension of that Agreement Milestone other than if
                   that delay is substantially due to an event of excusable
                   delay as described in Sub-Clause 7A.3. If an event of
                   excusable delay occurs, EOI shall be entitled to a day-to-day
                   extension of that part of their unmet obligation reasonably
                   affected by the event of excusable delay. Each overall
                   extension of an Agreement Milestone shall not exceed the
                   period of delay caused by the event of excusable delay.

         7A.3      A Force Majeure event or other event caused by Partner, its
                   sub-contractor, or any other third party supplier of Partner,
                   causing delay to EOI in the execution of its obligation under
                   Clause 7A.1 above, shall be deemed an excusable delay,
                   provided, however, that EOI has complied with its entire
                   obligations under this Agreement in relation to that event.

                   Each party shall attempt to give reasonable advance notice to
                   the other party if it is likely to become unable to perform
                   an obligation in circumstances where a delay is thereby
                   likely to be caused. For an event to be an event of excusable
                   delay, EOI must have used and continue to use reasonable
                   endeavours to avoid and minimise the delay and promptly give
                   Partner notice of the relevant event and the period of
                   extension to which it considers itself entitled.

         7A.4      Subject to Sub-Clauses 7A.2 and 7A.3, if EOI fail to execute
                   their obligations under Clause 7A.1 above, by the relevant
                   Critical Date, then, in addition to any remedy to which
                   Partner is entitled pursuant to this Agreement and/or the
                   applicable law, Partner shall have the right to claim, and
                   EOI shall pay, Liquidated Damages for each week or part
                   thereof of delay, with respect to such delay (as liquidated
                   damages and not as a penalty), of [*] % of the relevant
                   Purchase Order Price delayed per full week of delay until all
                   relevant Equipment required to be Delivered, Services
                   required to be provided and matters required to be satisfied
                   under this Agreement by the Critical Date have been
                   Delivered, provided and satisfied, up to a maximum of [*]% of
                   the relevant Purchase Order Price.

                   For the avoidance of doubt it is clarified that in
                   calculating Liquidated Damages for late performance of
                   Services, the basis price shall include both the price of the
                   relevant Equipment as well as the price of the relevant
                   delayed Service in connection with such Equipment, in
                   accordance with the Price List.

                   It is further clarified that the price for purposes of
                   calculating Liquidated Damages shall be the full price as
                   specified in the Price List, as opposed to the Purchase Order
                   Price, irrespective of whether or not Partner has utilized
                   any Insentive Vaucher.

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         7A.5      The Parties recognise and agree that the Liquidated Damages
                   are reasonable pre-estimates of the damage which may occur to
                   Partner taking into account all the relevant information
                   available at the time of execution of this Agreement and that
                   such sums are liquidated damages and in no way to be
                   considered as penalties.

         7A.6      In the event of delayed Delivery of Equipment or completion
                   of Services or achievement of an Agreement Milestone, EOI
                   shall take reasonable remedial action to minimise the delay.
                   Nothing in this Clause shall be construed as limiting the
                   rights of Partner to terminate this Agreement in whole or in
                   part, or take other action in accordance with any provision
                   of this Agreement as a consequence of such late Delivery of
                   Equipment, completion of Services, or achievement of an
                   Agreement Milestone.

         7A.7      The payment of Liquidated Damages shall not relieve EOI from
                   any of its obligations under this Agreement.

         7A.8      The provisions of Clause 36 (General Limitation of Liability)
                   shall not apply to Liquidated Damages and such Liquidated
                   Damages shall not be excluded or limited by that Clause.

8.       INSPECTION AND ACCEPTANCE

         8.1       EOI undertakes to ensure that all Equipment shall be tested
                   by Ericsson in accordance with Ericsson's relevant normal
                   factory testing procedures and tests normally undertaken by
                   Ericsson with respect to products of the type in question.
                   Partner shall have the right to be present during the
                   performance of such factory tests. Partner shall notify EOI
                   of its representatives' arrival not later than seven (7) days
                   in advance. All travelling expenses as well as all other
                   costs for Partner or its representatives are to be borne by
                   Partner. Partner acknowledges that Ericsson cannot guarantee
                   that it is the specific Hardware, Software and Spare Parts
                   dedicated for Partner that is tested when Partner is present
                   unless Partner has indicated in the relevant Purchase Order
                   its request to attend the factory tests for that Equipment.
                   For such Equipment where Partner in the Purchase Order has
                   indicated its request to be present during the factory test,
                   EOI shall notify Partner fourteen (14) days in advance of the
                   date of the factory tests. Partner shall also have the right
                   to request Ericsson, through EOI, to conduct specific
                   Acceptance tests with respect to specific Equipment dedicated
                   to be supplied to Partner, which cannot be performed at
                   Partner's laboratory, at no additional charge and EOI shall
                   ensure that Ericsson shall perform such tests.

         8.2       EOI warrants that each item of Equipment will only be
                   delivered to Partner's designated Site, in accordance with
                   Article 7 above, only after it has successfully passed
                   Ericsson's relevant normal factory tests and other quality
                   controls for Equipment of the type in question.

         8.3       The Acceptance Tests, Criteria and Procedure ("ATP") for each
                   Equipment, are attached hereto as Annex 6. The ATP indicates
                   all tests, including, if and to the extent required by
                   Partner, lab test, that may be performed for that Equipment,
                   the Acceptance Criteria, and the duration of each test.

         8.4       In the event Partner shall wish to delay the commencement of
                   Implementation Services as set in the relevant Time Schedule
                   with respect to any Equipment A ordered and Delivered to
                   Partner, Partner shall for all such Equipment A inform EOI
                   (i) the

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                   requested commencement date of the Implementation for each
                   respective Equipment, and (ii) what tests from the respective
                   ATP Partner does not want to be performed under the
                   Implementation, if at all. Agreement Milestones with respect
                   of such Equipment A shall be delayed respectively.

         8.5       Intentionally deleted.

         8.6       EOI shall, unless informed otherwise by Partner, perform all
                   laboratory tests at Partner's laboratory, in accordance with
                   the relevant ATP. Partner shall be entitled to participate in
                   the said laboratory tests in the manner and to the extent
                   Partner wishes, at Partner's sole discretion. During the
                   performance of the tests, Partner shall be entitled, inter
                   alia, to give instructions to EOI, and to inspect the tests;
                   and EOI undertakes to fully co-operate with Partner and
                   comply with any relevant instructions given.

                   Subject to the successful completion of the said laboratory
                   tests, EOI shall proceed to the next phase of conducting the
                   Acceptance Tests in the manner described in this section 8
                   below.

         8.7       EOI shall carry out and complete the Acceptance Tests for
                   Equipment A in accordance with the Time Schedule and both
                   Parties shall provide all the resources that are required in
                   order to perform such Acceptance Tests, including, without
                   limitation, personnel, testing equipment etc. During the
                   performance of the Acceptance Tests Partner shall be
                   entitled, inter alia, to give instructions to EOI and to
                   inspect the Implementation; EOI undertakes to fully
                   co-operate with Partner and comply with any instructions
                   given.

                   With respect to any Equipment that has not yet any ATP agreed
                   between the Parties, EOI shall provide Partner, before
                   shipment of such Equipment, with a suggested ATP.

                   Partner shall, within 10 business days from receipt of the
                   suggested ATP, provide EOI with its comments and the Parties
                   shall agree upon the ATP within 7 days after delivery of
                   Partner's comments.

         8.8       Upon the succesful completion of the Acceptance Tests, EOI
                   shall prepare a detailed protocol designed to clearly verify
                   that all of the relevant Acceptance Criteria are fully met.

         8.9       Following the successful completion of the Acceptance Tests
                   for the Equipment A in question and all related Services,
                   subject to the receipt by Partner of the protocol referred to
                   in clause 8.8 above, Partner shall give EOI a written notice,
                   stating whether or not the Equipment A tested has satisfied
                   the Acceptance Criteria for that Equipment. In the Event
                   Partner's notice shall state that the relevant Equipment
                   tested has satisfied the relevant Acceptance Criteria, the
                   said notice shall, for the purposes of this Agreement,
                   constitute an Acceptance Certificate. Partner may only
                   withhold the provision of an Acceptance Certificate and
                   provide EOI with a rejection notice, if Partner believes that
                   the protocol provided by EOI does not verify whether the
                   Acceptance Test Criteria is met or not.

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         8.10      If the relevant Equipment A is not accepted by Partner in
                   accordance with Sub-Clause 8.9, Partner shall, in its
                   rejection notice, to the extent it is reasonably able to do
                   so, specify the particulars of the alleged deviation or
                   failure to establish compliance with the Acceptance Criteria
                   for the relevant Equipment A in question and where the same
                   is alleged to exist or to have occurred. EOI shall with all
                   reasonable speed under the circumstances, but in any event,
                   within the timeframe designated to that end under the
                   relevant Time Schedule, taking into account Partner's time
                   used to produce the rejection notice described in Sub-Clause
                   8.9 and allowing EOI a reasonable time to remedy the
                   rejection and at its own expense remedy the failure. The
                   Acceptance Tests for the rejected Equipment A, or if Partner
                   agrees in writing, that only the relevant or affected part
                   thereof, shall, if Partner so requires, be repeated in
                   accordance with the provisions of this Clause 8 until the
                   Acceptance Criteria for the Equipment A in question have been
                   fully satisfied, as shall be determined by Partner at its
                   sole discretion. For the avoidance of doubt, in case the
                   alleged deviation or failure to establish compliance with the
                   Acceptance Criteria for the Equipment A in question is a
                   result of the Equipment supplied, EOI shall replace such
                   Equipment forthwith with Equipment conforming to all such
                   Acceptance requirements.

         8.11      If EOI has not received from Partner either an Acceptance
                   Certificate or a rejection notice under clause 8.9, stating
                   whether or not the Equipment A in question is accepted or
                   not, within 45 days from completion of the Acceptance Tests
                   for that Equipment or from Partner's receipt of the protocol
                   referred to in clause 8.8 above, the latter of which, the
                   Equipment in question shall be deemed accepted as of the last
                   day of said 45 days period.

         8.12      Acceptance of Equipment B shall be deemed to take place at
                   Delivery, in accordance with the provisions of clause 7.2(d)
                   above.

         8.13      For each case described in Articles 8.11 and 8.12 above, EOI
                   shall have the right to issue the Acceptance Certificate
                   unless Partner has issued the Acceptance Certificate within
                   five days from the date the relevant Equipment was Accepted,
                   or was deemed Accepted.

         8.14      Without limiting EOI obligations to Deliver the Equipment and
                   provide the Services, in accordance with the Specifications,
                   Time Schedule and any other applicable provision of this
                   Agreement, remedy of any failures or deviations referred to
                   in this Clause 8 and repeating tests shall be accomplished by
                   EOI at its cost, within the Time Schedule designated to that
                   end. If EOI shall fail to remedy any such failures or defects
                   within such Time Schedule and such particulars remain
                   unremedied after Partner's written notice of its intention to
                   have it remedied through other means, Partner may elect to
                   have any or all such failures or defects remedied through
                   other means, in which event EOI shall pay the reasonable
                   costs incurred by Partner in so remedying such defects or
                   failures.

         8.15      Notwithstanding EOI's obligation to remedy any failures or
                   deviations referred to in this Clause 8, Partner shall have
                   the option, at its sole discretion, to accept and retain any
                   item of the Equipment without such particulars having been
                   remedied, as Partner considers expedient, and at such reduced
                   price as may be agreed between the Parties.

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         8.16      Nothing in this Clause 8 shall relieve EOI of its obligation
                   to comply with the provisions of this Agreement, nor limit
                   Partner's right to terminate this Agreement, in whole or in
                   part, in accordance with the other provisions of this
                   Agreement. The issue of any certificate by Partner (including
                   an Acceptance Certificate) shall not prejudice or affect any
                   of Partner's rights under this Agreement or allow EOI to
                   claim any additional compensation or require any waiver or
                   variation of this Agreement.

         8.17      Nothing in this clause 8 shall prevent termination as a
                   result of any defect of EOI's title to any Hardware or in
                   relation to the right to license any Software.

         8.18      Notwithstanding any other provision of this Agreement,
                   Acceptance shall not be taken to have occurred if the
                   performance of any such Equipment negatively affects the
                   performance of Partner's System unless EOI can show that the
                   negative effect of the performance of the System is because
                   of equipment not delivered by EOI.

9.       TITLE AND ASSUMPTION OF RISK

         9.1       EOI warrants to Partner that it has and will deliver to
                   Partner good and valid title to the Equipment to be delivered
                   to Partner, free from any claim, lien, pledge, mortgage,
                   security, interest or other encumbrances, and further
                   warrants that with regard to any license rights granted in
                   respect of Software and Documentation, it has the right and
                   the power to grant the same.

         9.2       Subject to Sub-Clauses 9.3 and 9.4 below, title to any
                   Hardware Equipment shall pass to Partner upon delivery. or at
                   an earlier time by which at least [*] ([*]%) percent of the
                   Puchase Order Price of the item of Equipment has been paid to
                   EOI.

         9.3       Notwithstanding anything to the contrary, including but not
                   limited to the passage of title in accordance with Sub-Clause
                   9.2, EOI shall bear the full risk of loss and/or damage for
                   all items of Equipment until Acceptance or Commercial Use of
                   such items, whichever occurs earlier. In the event that any
                   item of Equipment is returned to EOI for remedy of any fault
                   or non-performance risk shall pass to EOI at the point of
                   despatch.

         9.4       Title in Software is subject to the provisions of Clause 14.

10.      WARRANTY OF EQUIPMENT AND SERVICES

         10.1      Without limiting any other warranties or undertakings
                   contained in this Agreement, EOI warrants and undertakes to
                   Partner as follows:

                   (a)  All and every item of the Equipment will in all respects
                        conform to, perform in accordance with, have the
                        features and all interconnection capabilities as
                        specified in the Specifications and all other
                        requirements which every item of the Equipment must
                        satisfy as set out in this Agreement, and shall operate
                        and function during the entire Warranty Period free from
                        defects.

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                   (b)  all Equipment A shall be properly and completely
                        installed, tested, commissioned, Optimised, integrated,
                        Implemented and, all the Services to be provided under
                        this Agreement shall be performed in a skillful and
                        workmanlike manner and shall conform in design,
                        performance, materialsand planning to the requirements
                        of this Agreement and shall be free from defects in
                        design, materials, planning, performance or workmanship
                        for the entire Warranty Period and be of the most
                        suitable grade and quality for the purpose intended,
                        both in accordance with the Specifications and all other
                        requirements of this Agreement;

                   (c)  each item of Equipment will be new (except for
                        Replacement Units as defined in Annex 3B to the
                        Maintenance Agreement) and compatible with other
                        equipment, in accordance with the Specifications.
                        Equipment A, shall be Implemented and integrated with
                        every other item of Partner's System and interconnected
                        to the Network and to any third party's equipment and/or
                        software with which it is capable to interconnect and
                        interface, as detailed in the Specifications.

                        For avoidance of doubt, it is agreed that
                        notwithstanding any other provision of this Agreement,
                        Acceptance of any Equipment which is to be
                        interconnected with the Network shall not be taken to
                        have occurred unless and until such Equipment has been
                        interconnected with the Network in accordance with the
                        Specifications.

                   (d)  the Software will, as at Acceptance thereof, conform
                        with the licensor's current published specifications and
                        will represent the licensor's latest and most up to date
                        new release version, unless Partner has indicated in
                        writing that it does not wish to install such latest and
                        most up to date new release version; However, in the
                        event that a new release version is scheduled to be
                        released during the period designated for conducting of
                        Acceptance Tests with respect to any relevant Equipment,
                        EOI shall provide Partner with the choice of either
                        delaying the conducting of the relevant Acceptance Tests
                        in wait for the release of the new release version, or
                        conducting the Acceptance Tests in accordance with the
                        applicable Time Schedule with the current release
                        version, and have the new release version installed at a
                        later point in time in accordance with Partner's
                        requirements.

                   (e)  the Equipment is the most current and upgraded version,
                        release or model of such item as of the date of
                        shipment.

                   (f)  each item of the Equipment shall be Year 2000 Compliant
                        and shall conform to and comply with the requirements of
                        the GSM Licence.

                   (g)  it is a highly competent professional contractor with
                        broad experience, great knowledge and an outstanding
                        degree of skill in the field of the obligations
                        undertaken by it under this Agreement and that it is
                        well qualified and has adequate personnel to perform all
                        such works; it is familiar with and shall perform all of
                        its obligations hereunder in accordance with the most
                        recent, and international standards including, without
                        limitation, those referred to in the Specifications;

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                   (h)  it is adequately insured in a manner consistent with the
                        international industry standards and in accordance with
                        the requirements of this Agreement;

                   (i)  it shall perform all of its obligations hereunder in
                        accordance with the provisions of this Agreement, the
                        Specifications and any Purchase Order and relevant Time
                        Schedule;

                   (j)  it has familiarized itself with the general nature and
                        location of the Services to be carried out, as well as
                        with all other general conditions and circumstances in
                        Israel which may affect its ability to perform its
                        obligations and undertaking under this Agreement, and,
                        without limiting the relieves in Clause 28 (Force
                        Majeure) hereby expressly waives any claim in this
                        regard.

                   The above warranties as well as all other expressed
                   warranties elsewhere in this Agreement (collectively the
                   "Warranties" and individually a "Warranty") shall constitute
                   the only warranties made by EOI in respect of the Equipment
                   and Services or any part thereof and are in lieu of all other
                   warranties, express or implied. The Warranties shall continue
                   to apply during the entire Warranty Period defined below
                   notwithstanding any Acceptance of Equipment, or Services (as
                   the case may be), or payment by Partner. EOI shall indemnify
                   Partner and keep Partner free and harmless from liability
                   arising under or pursuant to proceedings incurred or suffered
                   by or brought against Partner as a result of any untruth or
                   breach of the Warranties and from any other loss, damage,
                   liabilities and expenses incurred or suffered by Partner as a
                   result thereof.

         10.2      Partner shall be entitled at any time during the Warranty
                   Period (as defined below) and irrespective of prior
                   inspections or Acceptance, to reject any part of the
                   Equipment, or Services not conforming to the Warranties and
                   to require that EOI, at its sole cost, shall correct or
                   replace, such Equipment, or Services with conforming items or
                   performance. EOI shall do so promptly after notification by
                   Partner in accordance with this Agreement.

                   If EOI shall fail to correct or replace such Equipment or
                   Services with conforming items or performance promptly, and
                   such particulars remain unremedied after Partner's written
                   notice of its intention to have it corrected or replaced
                   through other means, Partner may elect to have any or all
                   such failures or defects corrected or replaced through other
                   means, in which event EOI shall pay the reasonable costs
                   incurred by Partner. Partner may elect not to require
                   correction or replacement of such defective Equipment and/or
                   Service and, in such event, EOI, if required by Partner,
                   shall refund such portion of the relevant Purchase Order
                   Price as is equitable in the circumstances or in default of
                   agreement as determined under Clause 24.

         10.3      The Warranty Period with respect to any Equipment (Hardware
                   and Software) purchased under this Agreement shall be a
                   period of [*] months commencing on the

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                   earlier of: (i) the date of Acceptance; and (ii) for
                   Equipment A, the date on which such Equipment A is put into
                   Commercial Use.

                   The Warranties and Warranty Period shall be without prejudice
                   and in addition to any other rights available to Partner
                   under this Agreement. Without limiting the foregoing, the
                   Warranties and the Warranty Period shall continue to apply to
                   any corrected or replaced items until the expiry of a period
                   of [*] months after the date of Acceptance by Partner of the
                   original item of Equipment that was replaced or corrected,
                   provided that Partner is able to demonstrate identification
                   of any such particular corrected or replaced items of
                   Equipment.

                   Spare Parts for faulty Equipment shall be replaced by EOI at
                   no charge, during the Warranty Period, according to the Lead
                   Time specified in Appendix 1 to Annex 3b of the Maintenance
                   Agreement.

                   Shipping, freight warehousing and insurance charges, in
                   respect of Warranty claims shall be incurred solely by EOI.

         10.4      Any item replaced will be deemed to be on an exchange basis
                   and the item provided to Partner in exchange shall be the
                   sole property of Partner. Title of the item to be replaced
                   shall pass to EOI on Acceptance of the new replacing item by
                   Partner. Risk in the item to be replaced shall pass to EOI on
                   despatch. Title and risk of the replacement item shall pass
                   to Partner upon Acceptance of that item. Any replaced
                   Equipment will be warranted in accordance with the applicable
                   provisions of clause 10.3 above.

         10.5      EOI shall not be liable to Partner for breach of a Warranty
                   to the extent the breach is caused by any of the following:

                   i)   the failure of Partner to operate and maintain the
                        Equipment (to the extent it is required to do so) in
                        accordance with the reasonable requirements of the
                        Documentation;

                   ii)  The defect, nonconformity or deviation was caused
                        directly and exclusively by equipment not supplied by
                        EOI, and which was provided subsequent to the provision
                        of an Acceptance Certificate by Partner, the interface
                        with which or use of which is not contemplated by the
                        Specification;

                   iii) Partner has not permitted EOI access to the Equipment to
                        remedy the defect, non-conformity or deviation during
                        the time period designated to that end in any applicable
                        Time Schedule;

                   iv)  Partner has not permitted EOI to install an update to
                        any Hardware or Software supplied by EOI which update is
                        required for fault prevention purposes and which causes
                        the Software to operate in a manner not in accordance
                        with the Specification;

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                   v)   The defect, nonconformity or deviation is attributable
                        directly and exclusively to the fact that the Equipment
                        has been modified by Partner in a material manner
                        without the prior written consent of EOI.

                   Notwithstanding the foregoing, EOI shall upon request by
                   Partner remedy defects, non-conformities and deviations
                   caused by any of the foregoing to the extent it is capable of
                   doing so, at EOI's reasonable prevailing charges for work of
                   the type concerned.

         10.6      EOI warrants that it has good and valid title to the
                   Equipment to be Delivered to Partner and with regard to any
                   license rights granted in respect of Software and
                   Documentation, that EOI has the right and the power to grant
                   such rights.

         10.7      Partner undertakes to comply with EOI's reasonable
                   instructions concerning disposal of defective Hardware and
                   Software once Partner receives replacements operating in
                   accordance with the requirements of this Agreement.

11.      PAYMENTS

         11.1      In relation to each and every separate Purchase Order,
                   payment of the corresponding Purchase Order Price shall be
                   made by Partner, as follows:

                   (i)  For Equipment B - [*] %) of the Purchase Order Price
                        shall be paid by Partner to EOI within [*] days of the
                        end of the calendar month of the date of Delivery,
                        provided that Partner has received a proper invoice from
                        EOI with respect of the relevant Purchase Order and of
                        the relevant Equipment at least 30 days before the due
                        payment date.

                   (ii) For Equipment A - [*] of the Purchase Order Price shall
                        be paid by Partner to EOI within [*] days of the end of
                        the calendar month of the date of Delivery, provided
                        that Partner has received a proper invoice from EOI with
                        respect of the relevant Purchase Order and of the
                        relevant Equipment at least 30 days before the due
                        payment date. [*] of the Purchase Order Price shall be
                        paid by Partner upon the earlier of: (i) Acceptance of
                        the relevant Equipment; or (ii) Commercial Use of the
                        relevant Equipment, provided that Partner has received a
                        proper invoice from EOI with respect of the relevant
                        Purchase Order and of the relevant Equipment. Partner
                        shall pay to EOI the VAT in respect of the invoices for
                        Equipment A and B not later than the 15th day of the
                        following month. For example, for an invoice issued on
                        September 25th, Partner shall pay the VAT to EOI not
                        later than October 15th.

                        EOI shall provide Partner with itemised invoices
                        identifying separately what products are Hardware and
                        Software. Each invoice shall be delivered together with
                        the Equipment.

                        Each invoice shall also reflect the utilization by
                        Partner of any Incentive Voucher.

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                   (iii) License fees due because of changes in software
                         capacity shall be paid on a [*] basis, within [*] days
                         from the date of issuance of the invoice.

                   (iv)  For Services (other than Maintenance Services) - [*] of
                         the Purchase Order Price shall be paid by Partner to
                         EOI within [*] days of the date of completion of the
                         Services, subject to the approval by Partner that the
                         relevant Services were completed during said [*] days,
                         to Partner's full satisfaction. For the avoidance of
                         doubt, issuance of an Acceptance Certificate shall be
                         deemed as Partner's approval of completion to its full
                         satisfaction.

                         In the event Partner shall not provide EOI with such
                         notice of approval, or rejection of completion of the
                         relevant Service to its full satisfaction, as the case
                         may be, within 7 days, Partner shall be deemed to have
                         approved the completion of the relevant Service to its
                         full satisfaction.

                   For the avoidance of doubt, payment under Sub-Clauses (i)
                   shall become due and be made with respect to each item of
                   Equipment ordered independently. For illustration purposes, a
                   Purchase Order that includes two different items of
                   Equipment, the lead time for Acceptance of one of which is
                   within [*] days and the lead time for Acceptance of the other
                   within [*] days, then - subject to the terms and conditions
                   of this Agreement, the payment schedule shall apply to each
                   such item separately with respect to its specific actual
                   Acceptance date.

         11.2      Save with respect to Liquidated Damages, which should be
                   dealt with in accordance with Clause 7A, any refund payable
                   by EOI under this Agreement shall be paid within 30 days
                   following formal written notification by Partner of the
                   required refund.

         11.3      All payments to EOI shall be made free and clear of any right
                   of set-off or counterclaim, by telegraphic transfer directly
                   to EOI'snominated bank account. Notwithstanding any other
                   provision of this Agreement, in no event shall EOI be
                   entitled to receive payment of an amount earlier than date
                   falling 30 days after EOI has given to Partner written notice
                   containing clear bank account details for the payment of that
                   amount.

         11.4      Partner shall reimburse EOI its reasonable expenses net of
                   savings incurred as a result of delay by Partner in complying
                   with its obligations under this Agreement in breach of its
                   obligations under this Agreement to the extent not
                   attributable to an event of Force Majeure or any breach or
                   delay by EOI or any other third party. EOI shall use
                   commercially reasonable endeavors to minimize such expenses.
                   The obligation of Partner under this Sub-Clause shall be
                   subject to the following:

                   (a)  The obligation of Partner under this Sub-Clause shall
                        only apply to expenses which are exclusively related to
                        the performance of EOI's obligations under this
                        Agreement and which EOI could reasonably be expected to
                        have incurred as a result of such delay.

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                   (b)  Partner shall be repaid such expenses forthwith in the
                        event that the expenses incurred as a result of the
                        delays involved are able to be recovered by EOI.

                   (c)  This Sub-Clause shall not apply to expenses in the
                        nature of overhead expenses or recurring expenses such
                        as rents.

                   (d)  The aggregate liability of Partner under this Sub-Clause
                        shall not exceed [*] or thereafter any multiple of [*]
                        without the prior written consent of Partner.

         11.5      EOI shall not be entitled to terminate this Agreement on
                   grounds of any delay of Partner in complying with its
                   obligations under this Agreement (other than any delay in
                   respect of an obligation to pay any money, provided however
                   that after the aggregate liability of Partner under this
                   Sub-Clause has reached [*] or any multiple thereof with
                   respect to any works EOI may issue a written request to
                   Partner that Partner agree to continue to be liable under
                   this Sub-Clause. If Partner does not agree to continue to be
                   so liable within 14 days after receipt of a written request
                   from EOI, EOI shall be entitled to exercise its right to
                   terminate its obligation to perform any uncompleted part of
                   this Agreement to the extent permitted under Clause 27.8
                   (Termination for Default) subject to the giving of notices
                   required by that Clause.

         11.6      Partner represents that it will have available sufficient
                   funds to enable it to meet its obligations under this
                   Agreement. If this representation ceases to be true prior to
                   payment being made in full, Partner shall notify EOI in
                   writing forthwith. EOI may in that event require that a
                   letter of credit or similar security be established on
                   reasonable terms to secure the obligations of Partner to EOI
                   under this Agreement.

         11.7      In the event that a Party fails to pay any amount to the
                   other Party when it falls due for payment under this
                   Agreement, that Party shall be entitled to charge interest on
                   the amount due and payable at an interest rate of LIBOR plus
                   [*]%) per annum calculated on a monthly basis from the date
                   the amount falls due for payment to the date of actual
                   payment in full.

                   For avoidance of doubt, interest shall not be payable on the
                   amounts payable by either party under this Sub-Clause unless
                   and until either party fails to make the relevant payment
                   required by its due date.

12.      TAXES, DUTIES AND LEVIES

         12.1      EOI shall be responsible for payment of any and all amounts
                   of EOI general corporate income tax as well as personal
                   income tax, and any and all charges relating to entry, work
                   permits and stay in the Territory for its respective,
                   employees, personnel, or any one acting on its behalf,
                   whether imposed in the Territory or elsewhere.

         12.2      All payments due under this Agreement shall be paid in United
                   States Dollars. Value Added Tax (VAT)shall be paid by Partner
                   directly to the relevant authority in Israel in accordance
                   with the applicable laws and regulations relating thereto,
                   subject to receipt

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                   of a proper VAT invoice. VAT relating to Services supplied by
                   EOI shall be invoiced by EOI and paid by Partner in
                   accordance with the applicable laws and regulations and
                   prevailing accounting practises relating thereto.

         12.3      EOI shall be recognized as the importer and/or exporter, as
                   the case may be, with respect of any and all Equipment
                   imported and/or exported into or out of the Territory under
                   this Agreement. EOI shall be responsible for payment of any
                   and all taxes, import, export and/or custom duties, charges,
                   dues and levies related to the import and/or export of
                   Equipment into and/or out of the Territory, as the case may
                   be. EOI shall further be responsible for obtaining type
                   approval from the Israeli Ministry of Communications, with
                   respect of any and all Equipment imported into the Territory
                   under this Agreement.

         12.4      If in accordance with present or future laws in the
                   Territory, EOI shall be obliged to pay, or Partner obliged to
                   deduct from any payment to EOI, any amount with respect to
                   any taxes or dues levied in the Territory, for which Partner
                   is responsible as stated above, Partner shall increase the
                   payment to EOI by an amount to cover such payment by EOI or
                   deduction by Partner.

         12.5      If in accordance with present or future laws in the
                   Territory, Partner shall be obliged to pay any amount with
                   respect to any taxes or dues levied in the Territory, for
                   which EOI is responsible as stated above, EOI shall pay such
                   amount to Partner on demand or Partner shall be entitled to
                   deduct such amount from any amount due by Partner to EOI.

         12.6      EOI on one side, and Partner on the other side shall bear
                   equally the costs of stamp duties, if applicable, with
                   respect to this Agreement.

12A      ACCESS TO WORK IN PROGRESS AND INSPECTION OF TECHNICAL DATA AND
         INFORMATION

         12A.1     EOI shall provide at its own cost, for design and progress
                   review meetings with Partner.

         12A.2     EOI shall make available to Partner upon request for
                   examination, evaluation, inspection and copying all
                   documentation relating to the performance of the Services,
                   including technical data and information relative to the
                   design and testing, including re-testing of any Equipment
                   being furnished under this Agreement.

         12A.3     EOI shall procure that all of their Sub-Contractors are
                   required to comply with obligations substantially the same as
                   those imposed on them under this Clause.

         12A.4     For the avoidance of doubt in this Clause 12A, "Partner"
                   includes its duly authorised agents and representatives. Such
                   agents and representatives shall be bound by non-disclosure
                   agreements substantially the same as the terms and conditions
                   of Clause 18.

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13.      PROJECT MANAGEMENT

         13.1      EOI shall act as project manager and shall be responsible for
                   the full and complete integration and Implementation of all
                   items of the Equipment purchased by Partner, with each other,
                   Partner's System and any applicable third party's system
                   including with the Network in accordance with the
                   Specifications.

         13.2      EOI shall appoint a Project Manager approved by Partner no
                   later than seven days after execution of this Agreement.
                   EOI's Project Manager shall be resident in the area of Tel
                   Aviv and shall be fully conversant with all of the Equipment,
                   or Services and shall have sufficient delegated authority to
                   make day-to-day decisions on the Site(s) during progress of
                   the Services to be provided under this Agreement. EOI's
                   Project Manager shall have full control of its staff and the
                   staff of its Sub-contractors on Site. The Project Manager
                   shall be a "Key Person" and subject to the provisions of
                   Clause 20A ("Key Personnel").

         13.3      Partner shall also appoint a Project Manager no later than
                   seven days after the execution of this Agreement to liaise
                   with EOI's Project Manager. Partner's Project Manager
                   shall be paid by Partner.

         13.4      EOI and Partner shall each be deemed to have granted its
                   Project Manager all authority required for that Project
                   Manager to carry out the obligations of a Project Manager
                   under this Agreement.

         13.5      EOI shall provide to Partner in a timely fashion all
                   information which Partner may from time to time reasonably
                   request in respect of the progress of the Services.

         13.6      EOI shall carry out the Project Management Services in
                   accordance with the reasonable directions of Partner. EOI
                   shall exercise its own skill and judgement in carrying out
                   all Services and Partner shall have no liability to EOI
                   arising out of or in connection with those Services other
                   than the obligation to pay for those Services as part of the
                   pursuant to the Purchase Order Price under this Agreement.

         13.7      At Partner's request, EOI shall provide Network Planning and
                   Operational Support Services, as described in the Maintenance
                   Agreement, for the periods, at the cost and on the additional
                   terms as shall be agreed between the Parties.

13A.     MARKET ADAPTATIONS

         Without derogating from Partner's rights, and EOI's obligations, under
         Clause 10 (Warranty), should changes in the configuration of existing
         System, Network or other third party network interoperating with the
         System necessitate modifications of the Equipment, then EOI shall upon
         request from Partner offer such Service specifying the price and
         Implementation plan of such modifications.

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14.      LICENSE AND INFORMATION

         14.1      Subject to the terms and conditions set forth in this Clause
                   14, Partner is hereby granted a non-exclusive, perpetual
                   (subject to revocation on ground of material breach) royalty
                   free paid up licence to use the Software and Documentation
                   (including any Intellectual Property Rights included in or
                   arising from the Software or the Documentation), for the
                   operation and maintenance of the Equipment or Part of
                   Equipment in accordance with this Agreement.

         14.2      Notwithstanding anything in this Agreement to the contrary,
                   it is understood that Partner receives no title or ownership
                   rights to the Software or Documentation, and all such rights
                   shall remain with EOI or its suppliers.

         14.3      Partner agrees that the Software or Documentation provided to
                   it by EOI under this Agreement or any renewals, extensions,
                   or expansions thereof, shall, be treated as proprietary and a
                   trade secret of EOI or its suppliers, and be subject to the
                   provisions of Clause 18 (Confidentiality). In pursuance of
                   the foregoing Partner shall:

                   (a)  not provide or make the Software or Documentation or any
                        portions or aspects thereof (including any methods or
                        concepts utilised or expressed therein) available to any
                        person except to its employees agents and contractors on
                        a "need to know" basis;

                   (b)  not make any copies of Software or Documentation or
                        parts thereof, except for archival backup purposes and
                        except that this provision shall not prevent the use of
                        CD Roms and the printing of materials from those CD
                        Roms;

                   (c)  when making permitted copies as aforesaid transfer to
                        the copy/copies any copyright or other marking on the
                        Software or Documentation;

                   (d)  not translate, adapt, arrange or error correct or make
                        any other alteration of the Software or Documentation;
                        and

                   (e)  not use the Software or Documentation for any other
                        purpose than permitted in this Clause 14

         14.4      Partner and any successor to Partner's title to the Equipment
                   or part of Equipment shall have the right without further
                   consent of EOI to transfer the Software licence granted in
                   Sub-Clause 14.1 to a third party which acquires the Equipment
                   or part of the Equipment, provided that such third party
                   agrees in writing to abide by all the terms and conditions of
                   this license.

         14.5      The obligations of Partner under this Clause 14 shall survive
                   the termination or expiration of this Agreement for any
                   reason.

         14.6      The Software licensed under this Agreement is delivered in an
                   inseparable package also containing other software programs
                   than the Software. In order to avoid doubt Partner may not in
                   any way use the other software programs. However, upon
                   Partner's request,

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                   EOI shall offer a licence to use such other software programs
                   to Partner on the same terms and conditions as stipulated in
                   this Agreement except for price.

         14.7      EOI warrants that the Documentation includes all
                   documentation referred to in the Specification or otherwise
                   necessary or desirable to operate the Equipment in accordance
                   with the provisions of this Agreement. EOI shall provide
                   Partner with all technical literature and additional
                   documentation from time to time as necessary or desirable to
                   enable Partner to operate the Equipment properly from time to
                   time. Without limiting the foregoing, in the event of supply
                   of new or amended Hardware or Software from time to time EOI
                   shall supply together with that Hardware or Software all
                   ancillary documentation, such documentation to be provided in
                   the same form and number of copies as the Documentation.

         14.8      EOI shall provide Partner with all know how required for the
                   establishment, operation and maintenance of the Equipment
                   from time to time and at all times for the term of the
                   Licence as renewed from time to time. Such know how shall be
                   deemed licensed to Partner on the same terms as the terms of
                   the Software, against consideration as shall be agreed
                   between the parties.

         14.9      In consideration of the payment by Partner for the applicable
                   Maintenance Services if and to the extent purchased by
                   Partner, in accordance with the Maintenance Agreement ,EOI
                   shall supply, install and commission Software Upgrades. EOI
                   shall supply all Software Upgrades at no extra charge other
                   than the annual subscription charges as aforesaid. It is
                   agreed that:

                   (a)  EOI shall give Partner as much advance notice in writing
                        as is reasonably possible in relation to proposed
                        Software Upgrades, but in any event not less than two
                        months advance notice in writing.

                   (b)  EOI shall agree with Partner the manner and timetable of
                        implementation of Software Upgrades and shall follow
                        Partner's reasonable instructions to minimise disruption
                        to the business of Partner in relation to the
                        implementation of the Software Upgrades.

15.      SOURCE AND OBJECT CODES

         15.1      For the avoidance of doubt, EOI shall supply, and install
                   copies of the object codes for or comprised in any Software
                   to be provided under this Agreement. The ownership of and or
                   rights to use such codes shall be as for the Software to
                   which such codes relates.

         15.2      EOI shall supply, install and commission all Software in
                   object code form. However, if EOI:

                   (a)  ceases to carry on its business, throughout the Ericsson
                        Group, for a period of at least [*] days other than due
                        to occurrence of an even of Force Majeure; or

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                   (b)  if Telefonaktiebolaget LM Ericsson is in a financial
                        position described in Clause 27.1(c) below,

                   EOI shall on demand by Partner deliver, or ensure that
                   Ericsson shall deliver, all Software to Partner in source
                   code form, other than Software owned by third parties that
                   EOI, or Ericsson, as the case may be, is not authorised to
                   provide. Partner shall only use that source code for
                   maintenance in accordance with this Agreement. Partner may
                   also provide that source code for the purpose of operation
                   and maintenance of the Software and sub-licence its use to
                   any third party employed by Partner to perform obligations
                   previously required to be performed by EOI under this
                   Agreement or the Maintenance Agreement. Partner may only do
                   so if the third party first undertakes in writing to keep the
                   source code confidential and only use it for the purpose of
                   performing its obligations owed to Partner. Partner shall be
                   responsible for any breach of this Agreement caused by the
                   third party.

16.      INTELLECTUAL PROPERTY RIGHTS - WARRANTY AND INDEMNITY

         16.1      EOI warrants that it has or will obtain at its own cost and
                   expenses all authorities and Intellectual Property Rights
                   necessary to enable EOI to grant rights and to meet its
                   obligations under this Agreement.

         16.2      EOI further warrants that the supply of any item of the
                   Equipment or Services will not infringe (or cause Partner to
                   infringe) any Intellectual Property Right of any third party.
                   EOI shall indemnify Partner completely and at all times from
                   all damages costs and expenses arising from any claim or
                   demand based wholly or partly on an allegation of such
                   infringement (including without limitation any demand or
                   claim brought against Partner by any sub-contractor, agent,
                   or assign of Partner or their respective officers and
                   employees) or the actions of EOI under this Clause. EOI
                   shall, at the request of Partner, defend or settle at EOI's
                   own cost any or all such claims or demands. Liability of EOI
                   under this indemnity for any amount paid by Partner to a
                   third party arising from a claim brought against Partner
                   shall not be subject to any limit on liability set out
                   elsewhere in this Agreement.

                   This indemnity is subject to the following:

                   (a)  Partner without delay informing EOI (as applicable) in
                        writing of any claim made by reason of alleged
                        infringement as aforesaid and giving EOI a reasonable
                        opportunity to elect by notice in writing to Partner to
                        defend or settle the claim (including by taking the
                        actions referred to in Sub-Clause 16.3) (the
                        "Election"). Partner may require that EOI gives to
                        Partner reasonable security for the payment by EOI of
                        amounts due by EOI under this Clause as a condition of
                        the Election. If EOI makes such an Election, and subject
                        to the grant of reasonable security as aforesaid,
                        Partner will refrain from acting on account of such
                        claims without the previous approval of EOI in writing
                        (which approval may not unreasonably be withheld or
                        delayed);

                   (b)  Partner promptly informing EOI in writing if legal
                        action is taken on account of such claim and if EOI has
                        made the Election, EOI shall have full authority to the
                        extent permitted by law to defend or settle the same
                        through its counsel;

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                   (c)  if EOI makes the Election, and subject to the grant of
                        reasonable security as referred to above, Partner
                        refrains from all steps in any legal action which may
                        prejudice EOI and which Partner is permitted by law to
                        refrain from taking;

                   (d)  that EOI shall not be liable under this indemnity to the
                        extent to which the infringement or alleged infringement
                        arises out of the use of the Equipment in combination or
                        conjunction with any other item not supplied or
                        manufactured by EOI, the interface with which is not
                        contemplated by the Specification.

                   In case EOI fails to act promptly against such claims or
                   actions once it makes the Election, Partner shall have the
                   right to take appropriate legal action and shall be repaid
                   any expenses incurred in so doing. If EOI exercises the
                   Election, it shall keep Partner reasonably informed of the
                   status of the claim and proceedings relating to the claim
                   from time to time and shall provide Partner with documents
                   and information reasonably requested relating to the same.

         16.3      Without derogating from any of the aforesaid, in the event of
                   any such claim or demand, or in the opinion of EOI such a
                   claim or demand is likely, then EOI shall at its own option
                   and expense either:

                   (a)  secure a license or any other arrangement to enable
                        Partner to continue to use or receive the benefit of the
                        Equipment provided by EOI; or

                   (b)  modify or replace that aspect of the Equipment which is
                        claimed to be an infringement such that it no longer
                        constitutes an infringement. Any such modification or
                        replacement shall not degrade performance.

         16.4      This Clause 16 provides EOI's sole liability and Partner's
                   sole remedy for claims of infringements of intellectual
                   property rights brought by a third party by reason of the
                   proper use of the Equipment.

17.      INFORMATION PROVIDED BY PARTNER - EXAMINATION

         17.1      EOI shall exercise due care to ensure that any data and
                   information, including but not limited to Site information,
                   supplied by Partner for the performance of this Agreement is
                   satisfactory, and shall notify Partner promptly if it is not
                   so satisfied.

         17.2      If the notification from EOI that such information is not
                   complete is not received by Partner within thirty (30) days
                   after despatch by Partner of such data and information to EOI
                   or within such further reasonable time-limit as may be
                   granted by Partner at the request of EOI, any right of the
                   EOI under this Agreement arising from or in any way pertinent
                   to the completeness of the receipt or the contents of such
                   data or information, or both them, shall be deemed to the
                   forfeited under this Agreement.

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         17.3      For the avoidance of doubt and without prejudice to the
                   foregoing, nothing in this Article 17 shall limit the right
                   for EOI to raise claims on the correctness and accuracy of
                   the information.

17A      PERFORMANCE BOND

         17A.1     Not later than 30 days from the date hereof, EOI shall
                   provide an autonomous, irrevocable and unconditional
                   performance bond in the form attached as Annex 8 (the
                   "Performance Bond") in an amount of [*]. The said Performance
                   Bond in the amount of [*] shall be valid for 12 months as of
                   the date of its issue. Thereafter, by not later than 30 days
                   before the expiry of the said 12 months and so forth, during
                   each year of this Agreement, EOI shall provide Partner with
                   an autonomous, irrevocable and unconditional annual
                   Performance Bond in the amount of [*]% of Partner's calendar
                   annual purchasing forecast. Partner shall give EOI 72 hours
                   prior written notice of its intention to make a demand on the
                   Performance Bond specifying the reasons for the demand.

                   For the avoidance of doubt, it is clarified that the
                   requirement for specification of reasons for the demand
                   referred to above shall neither derogate nor have any effect
                   whatsoever on the autonomous and unconditional nature of the
                   Performance Bond, thus, after giving such notice, Partner
                   shall have the unconditional right to demand payment under
                   the Performance Bond, in accordance with the terms and
                   conditions of the Performance Bond, irrespective of whether
                   ERA and/or EOI recognizes the validity of Partner's reasons
                   for the demand or not.

                   Upon any amount being drawn under the Performance Bond in
                   excess of US$ [* ], EOI shall reinstate the Performance Bond
                   to the then currently valid Performance Bond amount.

         17A.2     The Performance Bond shall be provided by EOI at its own cost
                   and no claim will be considered by Partner on account of
                   interest or the charges related to the Performance Bond.

         17A.3     The Performance Bond shall be issued by a first-class Israeli
                   or other reputable international Bank acceptable to Partner.

         17A.4     The Performance Bond shall be valid through the end of the
                   Warranty Period.

         17A.5     Partner shall be entitled to assign the benefit of the
                   Performance Bond to a permitted assignee to whom it assigns
                   the Agreement under Section 22.

         17A.6     In the event that the EOI fails to provide the Performance
                   Bond in accordance with this Clause, without limiting any
                   other remedy of Partner under this Agreement, Partner shall,
                   notwithstanding any other provision to the contrary in this
                   Agreement, be entitled to withhold sums due to EOI under this
                   Agreement, until Partner holds the amount equivalent to the
                   amount of the Performance Bond. The sums so deducted shall

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                   be held by Partner in place of the Performance Bond and
                   Partner shall be entitled to utilize such sums in the same
                   way as if it had made calls on the Performance Bond.

18.      CONFIDENTIALITY

         18.1      The Parties undertake and agree that all the information
                   concerning a disclosing Party and any of the disclosing
                   Party's subsidiaries, affiliates, agents, assigns or
                   representatives, the disclosing Party's telecommunications
                   activities, subscribers, business, operations systems,
                   software and any other information is confidential to such
                   disclosing Party unless it is or becomes in the public domain
                   other than through the default of receiving Party or its
                   affiliates, already known to the receiving Party or received
                   from any third party without any restriction and shall not be
                   disclosed under any circumstances by the receiving Party, its
                   Sub-contractors, affiliates, agents, or representatives, who
                   shall not use the same or any part thereof or any knowledge
                   acquired as a result of this Agreement or its dealings with
                   any other company within the Territory.

         18.2      Partner shall be entitled to use confidential proprietary
                   information and information referred to in Sub-Clause 18.1
                   for the purpose of its business carried on under the GSM
                   License.

         18.3      The liability of the Parties under this Clause 18 shall not
                   be excluded or limited under Clause 36.

         18.4      EOI warrants and undertakes that each of their respective
                   employees and agents and any other person involved in the
                   provision of any Services will comply with the terms of this
                   Clause 18 as if they were parties thereto and shall be
                   responsible for any breach thereof as if such breach were
                   committed by EOI. In addition, EOI shall upon request by
                   Partner from time to time provide Partner with a list of all
                   its employees engaged in the performance of any Services at
                   any Site or premises occupied or to be occupied by Partner,
                   together with their ID ("teudat zehut") or passport numbers.

         18.5      The Parties undertake to procure that each of their
                   respective Sub-contractor, affiliate, agent, or
                   representative affected by this Clause 18 executes an
                   undertaking to be bound by provisions substantially the same
                   as those contained in this Clause 18.

         18.6      Partner may require that prior to employees of EOI or its
                   Sub-Contractors or other persons undertaking any Services,
                   such persons or those of them designated by Partner undertake
                   a security briefing to be organised by Partner. Partner
                   reserves the right to refuse to permit persons to be involved
                   in the provision of certain Services unless approved by
                   Partner. EOI shall have the right to have a representative
                   present at such briefings.

         18.7      Notwithstanding the foregoing and Clause 23, either Party
                   shall be entitled to disclose information concerning this
                   Agreement or the other Party:

                   (a)  to the extent required by law; or

                   (b)  if requested or required to do so by any court of
                        competent jurisdiction, government, governmental agency
                        or authority;or

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                   (c)  to a shareholder of that Party provided that each Party
                        shall be responsible for any breach by that Party's
                        shareholder of this Clause 18 and shall bring to the
                        attention of the shareholder the requirements of this
                        Clause; or

                   Partner shall be entitled to disclose information concerning
                   this Agreement or EOI to the extent reasonably necessary in
                   connection with the obtaining of funding. Partner shall use
                   reasonable endeavours to secure a written confidentiality
                   undertaking from the receiving party in this case.

                   Notwithstanding any other regulation in this Contract,
                   Partner hereby consents to the disclosure of such information
                   in relation to this Contract limited to information specified
                   in the EOI's normal invoice forms issued to Partner from time
                   to time and that may be necessary for EOI to assign any
                   receivables to any known bank or insurance company operating
                   under a license granted by the relevant authority in such
                   institution's jurisdiction, but not by way of public offering
                   document, subject to the execution by such bank or insurance
                   company of a confidentiality undertaking conforming to the
                   provisions of this Clause 18.

19.      LOSS AND DAMAGE, INDEMNITY

         19.1      Each Party (for purposes of this Clause - "Indemnifying
                   Party") shall be liable for, and shall indemnify the other
                   Party/ies (for purposes of this Clause - "Indemnified Party")
                   against any expense, liability, loss, claim or proceedings
                   whatsoever arising under any statute or at common law in
                   respect to personal injury to, or death of any person arising
                   out of any act or omission of the Indemnifying Party or of
                   any person for whom the Indemnifying Party is responsible.
                   Liability under this Sub-clause shall not be limited by
                   Clause 36 which shall not apply to liability under this
                   Sub-Clause.

         19.2      Each Party (also "Indemnifying Party") shall be liable for
                   and shall indemnify the other Party/ies against any expense,
                   liability, loss, claim or proceedings arising under any
                   statute or any law in respect of loss, injury or damage to
                   any property of another Party or of a third party insofar as
                   loss, injury or damage arises out of any act or omission of
                   the Indemnifying Party or any person for whom the
                   Indemnifying Party is responsible and is not caused by the
                   breach of this Agreement or negligence of the other
                   Party/ies. Liability under this Sub-Clause shall not be
                   limited by Clause 36 which shall not apply to liability under
                   this Sub-Clause. The liability of either Party under this
                   Sub-clause shall not exceed US$[*] for each occasion of
                   damage, provided that the limitation of liability provided
                   for in this Sub-Clause shall not apply to liability of the
                   Indemnifying Party to the extent of any loss, injury or
                   damage due to the negligence or wilful default of the
                   Indemnifying Party or any person for whom the Party is
                   responsible. For the purpose of this Sub-Clause, each Party
                   shall have responsibility for its Sub-contractors.

         19.3      Subject to Clause 36, each Party shall indemnify the other
                   Party/ies and keep the other Party/ies indemnified against
                   any expense, liability, loss, claim or proceedings brought

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                   against or suffered by the other Party/ies as a result of
                   breach by that Party of any of its obligations and/or
                   Warranties under this Agreement.

         19.4      In the event of any workman or other person employed by EOI
                   or any of its respective Sub-Contractors in connection with
                   this Agreement, suffering death or any personal injury and
                   whether there be a claim for a compensation or not, EOI shall
                   without delay give notice in writing of such personal injury
                   to Partner.

         19.5      Neither Partner and/or any owner/lessor of any Site nor
                   anyone acting on its or their behalf, shall be liable for any
                   loss or damage, for any reason whatsoever, to any equipment,
                   tools, materials and/or test gear of EOI or any of its
                   Subcontractors or anyone acting or their behalf which is
                   brought to any Site, and all such liability is hereby
                   expressly waived by EOI, provided that the foregoing shall
                   not apply in favor of any person who willfully caused such
                   loss or damage.

20.      INSURANCE.

         20.1      Without derogating from EOI's liability under this Agreement
                   or any applicable law EOI undertake to procure - through an
                   authorized reputable insurance company (with S&P "A" rating
                   or better or confirmation that reinsurers have S&P "A" rating
                   or better)- and to maintain, at their sole expense, and for
                   such time as they are required to perform any Delivery or
                   Services hereunder or under the Maintenance Agreement and/or
                   during the Warranty Period for any Equipment supplied
                   hereunder, the insurances detailed hereunder (herein " EOI's
                   Insurances"):

                   20.1.1 An Erection All Risks Insurance issued in the name of
                   EOI and/or Sub-Contractors of any tier and/or Partner
                   covering the following:

                   Section 1 - All Risks Property Damage in respect loss or
                               damage to property of any form forming part of
                               the Delivery and/or Services (including
                               incidental civil works and infrastructures of any
                               form) occurring prior to issuance of Acceptance
                               Certificate by Partner as well as in respect of
                               loss or damage discovered or occurring during a
                               maintenance period of 12 months from date of
                               issuance of the Acceptance Certificate
                               (herein"Insurance Maintenance Period") as a
                               result of any insured cause which arose during
                               the period of erection, Implementation and/or
                               installation. This section shall be extended to
                               cover:

                             - loss of or damage to property worked upon or
                               surrounding property subject to a limit of at
                               least US$ 250,000.- per occurrence.

                             - loss of or damage to any equipment, tools,
                               materials and/or test gear utilised in the
                               performance of the Delivery and/or Services.

                             - Loss of or damage to property of any form
                               forming part of the Equipment and/or Services
                               whilst in transit into and/or within the
                               Territory (including interim storage) either
                               under this policy or covered under a separate
                               policy.

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                   Section 2 - Third Party Liability Insurance issued in the
                               name of EOI and/or Sub-Contractors of any tier
                               and/or Partner and/or those owners/lessors whom
                               they have contracted to insure with a limit of at
                               least US$ [*] - per occurrence and in the
                               aggregate per Site, in respect of liability at
                               law for death and/or bodily or personal injury
                               and/or property damage caused by acts or
                               omissions during the performance of the Delivery
                               and/or Services hereunder or during the Insurance
                               Maintenance Period.

                   The policy is to include Auto Liability (excluding such
                   liability insured under the "Compulsory Auto Insurance") in
                   excess of any coverage insured under a standard Auto Policy
                   or in excess of $[*] any one event whichever is the higher.

                   Section 1 above shall include a waiver of subrogation in
                   favor of the owners/lessors of the Sites as well as in favor
                   of any other interested party towards whom Partner has so
                   undertaken; provided however the said waiver shall not inure
                   to the benefit of any person having willfully caused any loss
                   or damage.

                   20.1.2 Employers Liability Insurance issued in the name of
                   EOI subject to a limit of liability applicable to each policy
                   of at least US$[*] - per occurrence and in the annual
                   aggregate (and EOI will undertake to obtain from their
                   Contractors or sub-contractors equivalent coverage - subject
                   to a limit of liability of at least $[*] per occurrence and
                   in the aggregate) covering liability at law for death, bodily
                   injury, illness or disease sustained by any Employee engaged
                   in the performance of the Delivery and/or Services during and
                   as a result of performance of the Delivery and/or Services.
                   These insurances shall be extended to indemnify Partner
                   and/or the lessor/owner of any Site should they be deemed,
                   for the purpose of any work related accident, to bear any
                   duty as an employer towards such person engaged in the
                   performance of the Delivery and/or Services. Furthermore the
                   insurance shall include a waiver of subrogation in favor of
                   Partner and/or such lessor/owner and anyone acting on their
                   behalf.

                   20.1.3 Combined Products and Professional Liability Insurance
                   issued in the name of EOI and/or Partner and/or those
                   Landlords and/or Sub-Contractors of any tier whom they have
                   contracted to insure subject to a limit of indemnity of a
                   least US$ [*] - any one occurrence and US$ [*] - in the
                   annual aggregate covering EOI's liability at law (including
                   liability in respect of any act or omission of any person or
                   entity acting on their behalf, whether as Sub-Contractors or
                   otherwise) deriving from any act or omission in the
                   performance of the Delivery and/or Services or from any
                   defect of fault therein. This insurance shall be extended to
                   indemnify Partner in respect of any liability deriving from
                   the performance of the Delivery and/or Services or from any
                   defect or fault therein. The policy will include a cross
                   liability clause.

         20.2      The insurances noted in clause 20.1 above shall include an
                   express condition whereby they shall take precedence over any
                   insurance maintained by Partner and/or

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                   any Site owner/lessor and the insurers shall waive any right
                   as to participation by Partner and/or the Site owners/lessors
                   insurers.

         20.3      Furthermore the insurances noted in clause 20.1 above shall
                   include an express condition whereby they shall neither be
                   restricted, changed or cancelled without the express written
                   permission of Partner. unless at least 60 days' prior written
                   notice be given to Partner by registered mail.

         20.4      Within 14 days of date of execution hereof , EOI (as
                   applicable) shall, submit to Partner Insurance Certificates
                   duly signed by their Insurer. The submission of such
                   certificates and/or their review or inspection by Partner,
                   shall not relieve EOI of any of its undertakings hereunder

         20.5      In addition to the insurances noted in clause 20.1 above,
                   where applicable, EOI shall procure (and/or undertake to
                   obtain from their Contractors or sub-contractors confirmation
                   that they have procured) and/or shall and maintain the
                   following insurances in respect of any motor vehicle
                   (including mobile cranes and any other mobile equipment)
                   utilized in the performance of the Delivery and/or Services
                   hereunder, respectively:

                   20.5.1     Compulsory insurance covering liability which is
                              required to be insured under the requirements of
                              the Vehicle insurance Ordinance [New Version],
                              1970.

                   20.5.2     Comprehensive motor insurance (subject to a waiver
                              of indemnity in favor of Partner, any Site
                              lessor/owner or anyone acting on their behalf) as
                              well as third party liability insurance (excluding
                              compulsory liability noted in clause 20.4.1 above)
                              with a limit of liability of at least US$
                              100,000.- which shall be extended to indemnify
                              Partner and/or Site Lessor/owner in respect of any
                              liability devolving upon thyem as a result of the
                              utilization of such vehicles.

         20.6      If at any time Partner is notified by EOI's insurer/s that
                   any of EOI's Insurances are about to be cancelled, expire or
                   be restricted, EOI shall re-procure (and/or undertake to
                   obtain from their Contractors or sub-contractors confirmation
                   that they have re-procured) such insurance no later than 30
                   days' prior to the date of such cancellation, expiry or
                   restriction.

         20.7      For avoidance of doubt, it is agreed the limits of indemnity
                   noted in clauses 20.1 & 20.4 above represent a minimum
                   requirement, EOI undertake to assess their exposure to
                   liability and determine the limits of liability accordingly.

         20.8      Throughout the performance of this Agreement, EOI shall
                   comply with Israeli National Insurance Law and all
                   regulations and orders thereunder so as to ensure that all
                   Israeli personnel employed or engaged by or on behalf of EOI
                   in the performance of such Delivery and/or Services, shall be
                   entitled to the full benefits under such law. The foregoing
                   shall not apply with respect to any non-Israeli personnel
                   engaged in the performance of this Agreement, in respect of
                   whom EOI shall effect and maintain National Insurance and/or
                   Workmen's Compensation Insurance as required under the

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                   law applying to the employment of such persons. Furthermore
                   EOI shall procure adequate and suitable travelers insurance
                   on behalf of all non-Israeli personnel, whilst sojourning in
                   the Territory (including medical expenses, hospitalization
                   and repatriation expenses).

20A.     KEY PERSONNEL

         20A.1     EOI shall identify prior to or within 7 days of the date of
                   the execution of this Agreement, the individuals who are
                   necessary for the successful performance of this Agreement
                   ("Key Personnel" or "Key Person" as appropriate) and shall
                   furnish Partner with a statement of qualifications and past
                   experience, for each, sufficiently complete to enable Partner
                   to assess the ability of such Key Personnel to provide for
                   smooth co-operation with Partner, throughout the term of this
                   Agreement.

         20A.2     Key Personnel designated by EOI shall be subject to approval
                   by Partner, such approval not to be unreasonably withheld.
                   Key Personnel approved by Partner shall not be removed from
                   the performance of the Services unless replaced with
                   personnel of substantially equal qualifications and
                   abilities, who are approved by Partner. Partner may require
                   from time to time that any Key Personnel be replaced by other
                   persons approved by Partner under this Sub-Clause if the Time
                   Schedule is not being met, or if EOI is otherwise in breach
                   of this Agreement, or if Partner reasonably forms the opinion
                   that such replacement will benefit the Services. Nothing in
                   this Clause 20A shall relieve EOI of any of their obligations
                   or responsibility for any acts or omissions of their Key
                   Personnel under this Agreement.

21.      CHANGES

         21.1      Either Party may, at any time, by change proposal, request
                   changes to be made to the performance of this Agreement. The
                   other Parties shall respond to such a proposal within 14 days
                   after receipt. Upon such change proposal being made by either
                   Party, EOI shall provide Partner within 14 days after the
                   date of the proposal with the proposed schedule of all
                   alterations which would need to be made in the performance of
                   this Agreement and, if applicable, the modified prices, as a
                   consequence of such proposed change.

         21.2      If the Parties agreed in writing on the implementation of the
                   proposed change, including any adjustment of the terms
                   thereof, EOI shall proceed therewith, as agreed. It is
                   specifically agreed that no such changes may affect any
                   Purchase Order.

22.     ASSIGNMENT OF AGREEMENT

         22.1      Subject to Sub-Clause 22.3, 22.4 and Clause 37
                   (Sub-Contractor), neither Party shall assign, Sub-Contract or
                   delegate, either in whole or in part, this Agreement or any
                   of its rights, duties or obligations thereunder to any person
                   or entity, use it as capital to establish a company, or set
                   up an association with another company for its fulfilment,
                   without prior express written approval of the other Parties.

         22.2      Notwithstanding any conditions under which either Party
                   ("Consentor") may grant its approval to any assignment by
                   another Party ("Assignor") the Assignor shall remain a

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                   guarantor to the Consentor of the performance in accordance
                   with this Agreement and all applicable laws, of the assigned,
                   subcontracted or delegated duties and obligations.

         22.3      Partner may assign all or part of the benefit of this
                   Agreement (including this right of assignment) to:

                   (a)     its lenders or financial investors and to any person
                           upon the exercise of a power of sale by such lender
                           or financial investor;

                   (b)     a purchaser of the business of Partner or part of
                           that business; or

                   (c)     any affiliate of Partner.

                   Partner shall give prior written notice of any assignment to
                   ERA and EOI but shall not be required to seek their prior
                   consent to that assignment.

         22.4      EOI may assign all or part of the benefit of this Agreement
                   to a member of the Ericsson Group, provided that EOI (as the
                   case may be) shall continue to be responsible for their
                   obligations under this Agreement and provided that assignment
                   shall not be made to a company which, in the reasonable
                   opinion of Partner, may prejudicially affect the relations of
                   Partner with the government of Israel or which may infringe
                   Israeli law or policy from time to time. EOI (as the case may
                   be) shall give Partner not less than 14 days advance written
                   notice of any proposed assignment under this Clause setting
                   out details of the proposed assignment and shall supply
                   Partner forthwith upon request with such further information
                   it may reasonably require in relation to the same.

         22.5      Notwithstanding any other regulation in this Agreement,
                   Partner hereby consents to any assignment of any rights, of
                   EOI in relation to any receivables arising under this
                   Agreement, subject to all the terms and conditions of this
                   Agreement. For the avoidance of doubt, any such assignment
                   would in no way affect the obligations of EOI to Partner
                   under this Agreement and would not lead to any additional
                   obligations on the part of Partner and in particular, shall
                   neither create any relationship whatsoever between Partner
                   and such assignee of the Contractor, nor any obligation
                   and/or liability of Partner towards such assignee and the
                   provisions of this clause shall in no event be construed as
                   inuring for the benefit of any third party whatsoever.

23.      PUBLICITY RELATED TO AGREEMENT

         23.1      Each Party shall obtain the prior express consent of the
                   other Party (-ies) as to the issue, content and timing of any
                   news releases, articles, brochures, advertisement, prepared
                   speeches or other information releases related to this
                   Agreement, to be issued by that Party, a sub-contractor or
                   any employee, designee, assignee or consultant of that Party.
                   Any such release shall be submitted in draft form, 14 days
                   prior to the printing of same, to the other Party (-ies) for
                   approval indicating the countries in which it will appear.
                   This Sub-Clause shall only apply to Partner to the extent to
                   which the release in question contains the name of the EOI or
                   details of the terms and conditions of this Agreement.

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<PAGE>

         23.2      If requested by Partner, EOI shall negotiate in good faith to
                   enter into a separate agreement with Partner containing those
                   parts of this Agreement Partner is required to disclose to
                   the Government of Israel.

24.      ARBITRATION AND APPLICABLE LAW

         24.1      This Agreement shall be interpreted, construed and governed
                   by the laws of the State of Israel. Any dispute arising under
                   or in connection with this Agreement shall be finally and
                   conclusively settled under the Rules of Arbitration of the
                   International Chamber of Commerce in Tel Aviv by three
                   arbitrators appointed according to said rules (the
                   "Arbitrators")

         24.2      The Arbitrators shall not be bound by the rules of evidence
                   or procedure in conducting any arbitration hereunder. The
                   Arbitrators' determination shall be conclusive and binding
                   upon the Parties. All arbitration proceedings shall be
                   conducted in English, in Tel Aviv. EOI shall bear one half of
                   the costs of such arbitration and Partner shall bear the
                   other half, unless the arbitration award shall determine
                   otherwise.

         24.3      This provision shall constitute an arbitration agreement.

         24.4      EOI shall procure from each of their Subcontractors, their
                   consent and agreement to be bound by the foregoing
                   arbitration agreement, and to participate as a party at any
                   such proceedings upon demand by EOI or Partner.

         24.5      Disclosure of any Confidential Information in the course of
                   arbitral proceedings shall not derogate from either Party's
                   confidentiality obligations under Clause 18. Such
                   Confidential Information shall continue to be Confidential
                   Information, subject to Clause 18. The Parties undertake and
                   agree that all arbitral proceedings conducted under this
                   Clause, and the results thereof, shall be kept strictly
                   confidential in accordance with the provisions Clause 18.

25.      TIME-LIMITS

         Any time limit to which this Agreement obliges EOI or Partner shall be
         counted from the day following that of the event marking the start of
         the time limit and shall end on the last day of the period laid down.
         When the last day of the time limit is a Friday, Saturday or obligatory
         day of rest in the case of an obligation to be undertaken in Israel, or
         a Saturday, Sunday or legal holiday in any other case, this time-limit
         shall be extended to the first working day following.

26.      FORCE MAJEURE

         26.1      The term "Force Majeure" in respect of a Party means an event
                   beyond the reasonable control of that Party without the fault
                   or negligence of that Party, including acts of God, acts of
                   government, fire, flood or storm damage, earthquakes, labor
                   disputes, war, riot, or delays in the performance of its
                   subcontractors cause by any such circumstances as referred to
                   in this Section, but these events do not include in the case
                   of:

                   (a)     any act or omission (including delay) of a supplier,
                           carrier, Sub-contractor, agent or representative of
                           the Party or its Sub-contractors other than due to an
                           event of

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                           the type described above beyond the
                           reasonable control of that person and occurring
                           without the fault or negligence of that person;

                   (b)     any failure to obtain any export or import licence or
                           other authorisation for which EOI is expressly
                           responsible for obtaining under this Agreement other
                           than where such a failure is caused by an event
                           described above, such as any government giving effect
                           to a modification of export regulations hence
                           prohibiting the Delivery;

                   (c)     any act or omission (including delay) of an associate
                           or affiliate of the Party or its Sub-contractors
                           unless due to an event of the type described above
                           beyond the reasonable control of that person and
                           occurring without the fault or negligence of that
                           associate or affiliate;

                   (d)     lack of workers in the Territory, or other
                           disruptions such as closure, curfew, acts of
                           terrorism, actions regarding the "Intefada", and
                           rainy days.

                   The Parties warrant that they are not aware of any
                   circumstances which are likely to give rise to any labor
                   strike, dispute or disturbance which may affect the
                   performance of their obligations under this Agreement.

         26.2      Neither Party shall be responsible for delay in performing
                   any obligation under this Agreement within the time limit
                   required for such performance, due to Force Majeure affecting
                   that Party provided that notice thereof is given to the other
                   Parties within 10 days after such event has occurred.

         26.3      Upon the occurrence of Force Majeure, and with proper notice
                   as set forth above, such schedule or time-limit for
                   performance shall be extended accordingly, provided that the
                   Party wishing to rely upon the Force Majeure event makes
                   commercially reasonable efforts to minimise such delay. If
                   the delay continues beyond twelve (12) months after the date
                   of proper notice as set forth in 26.2 above, taking into
                   account the requirements of Partner in relation to the
                   delayed Equipment or prompt performance of any other
                   obligation under this Agreement, Partner may, upon notice of
                   30 days to EOI terminate this Agreement in whole or in part,
                   without incurring any financial obligations to EOI as a
                   consequence of such termination..

         26.4      In the event of the occurrence of Force Majeure which will
                   result in EOI being unable to perform their obligations under
                   this Agreement by the date being twelve (12) months after the
                   date of proper notice as set forth in 26.2 above, EOI shall
                   have the right to terminate this Agreement in whole or in
                   part by 30 days written notice to Partner, without incurring
                   any financial obligations to Partner as a consequence of such
                   termination.

         26.5      The following provisions shall apply in respect of
                   termination of this Agreement for Force Majeure: the Purchase
                   Order Price payable by Partner to EOI as applicable shall
                   (after taking into account amounts previously paid under this
                   Agreement) be the price (as specified in the relevant
                   Purchase Order) of such parts of the Equipment, and Services
                   as are Accepted at the date of termination. As for Equipment
                   delivered but not yet Accepted by the date of termination
                   Partner shall have the option to either (i) retain

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<PAGE>

                   the Equipment in consideration for paying such price that
                   shall be mutually agreed by the parties, or (ii) notify EOI
                   that it does not wish to retain the Equipment, in which case
                   EOI has right to repossess the Equipment and EOI shall refund
                   Partner all payments already made for such Equipment.

27.      TERMINATION FOR DEFAULT

         27.1      If:

                   (a)     EOI (other than as a result of breach of this
                           Agreement by Partner or due to an event of Force
                           Majeure) is delayed in the delivery of Equipment or
                           the performance of Services beyond any Agreement
                           Milestone, by a period of more than 30 days in total;
                           or

                   (b)     either Party commits any material breach of the
                           Agreement and fails to remedy such breach if it is
                           capable of remedy, within 30 days of written notice
                           from the other Party/ies setting out the nature of
                           the breach or in the case of any amount payable by
                           that Party fails to make payment within 20 days after
                           such payment falls due for payment in the absence of
                           a bona fide dispute as to that payment; or

                   (c)     either Party becomes insolvent or if its financial
                           position is such that within the framework of its
                           national law, legal action leading towards insolvency
                           has been taken against it by its creditors and is not
                           dismissed within 60 days of its commencement and
                           fails to rectify the position within 14 days after
                           written notice from the other Party/ies requiring it
                           to do so; or

                   (d)     either Party resorts to fraudulent practices in
                           connection with the Agreement, especially by deceit
                           concerning the nature, quality or quantity of goods
                           and services required to be rendered under this
                           Agreement or by the giving or offering of gifts or
                           remuneration for the purposes of bribery to any
                           person in the employ of the other Party/ies or their
                           consultants or agents or whatever nature, acting on
                           behalf of them and the other Party/ies gives not less
                           than 14 days notice in writing describing the facts
                           alleged to fall within this Paragraph;

                   the other Party/ies ("Terminating Party") may, subject to the
                   following provisions of this Clause 27, by notice in writing
                   to the Party concerned, terminate this Agreement.

         27.2      In the event that the Terminating Party is Partner, Partner
                   may terminate EOI's right to proceed with the Services. In
                   such event Partner may take over the Implementation Services,
                   and proceed with the same to completion of the Services and
                   may upon payment of agreed fees for licenses and products
                   take possession of any of EOI's software, equipment to the
                   extent reasonably required to complete the Services. Any such
                   software shall be licensed under the terms of Clause 14
                   (License and Information). Risk of loss to any such equipment
                   shall pass to Partner upon Partner taking possession thereof
                   and title to hardware shall pass upon full payment. EOI shall
                   procure that the aforesaid is supplied promptly to Partner
                   and shall also procure, from any of their Sub-contractors,
                   identical rights as are provided in this Clause; and whether
                   or not Partner's rights herein are exercised, termination
                   under this Clause 27 of the Agreement shall take effect
                   immediately.

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         27.3      Notwithstanding the foregoing, Partner shall notwithstanding
                   any termination of this Agreement, be entitled to continue to
                   use after termination on the terms of this Agreement any
                   Hardware or Software delivered to Partner for which Partner
                   has made full payment, provided that this paragraph shall be
                   without prejudice to Partner's obligations with respect to
                   the Software under Clause 14 of this Agreement. This Clause
                   27.3 is however not applicable if EOI terminates the
                   Agreement, or revokes an IPR license, because of material
                   breach by Partner.

         27.4      If Partner so terminates EOI's right to proceed, EOI shall
                   pay any reasonable increased costs occasioned by Partner in
                   completing the Services. Partner shall take reasonable
                   measures to mitigate its costs of doing so, provided that
                   such steps do not hinder the Time Schedule for completion of
                   the Services.

         27.5      Prior to issuing to EOI a notice of termination of this
                   Agreement as a result of an event set out in Paragraph (a) of
                   Sub-clause 27.1, Partner shall give reasonable consideration
                   to any written submission made by EOI under which EOI
                   proposes a plan for the completion of delivery of Equipment
                   and/or performance of Services without additional cost to
                   Partner so that Acceptance will occur no later than 30 days
                   after the date for Acceptance set out in the Time Schedule.
                   If EOI establishes that it will do so, Partner shall not
                   unreasonably terminate this Agreement as a result of the
                   delay in question.

         27.6      The rights of each Party under this Clause 27 are in addition
                   to, and without prejudice to, or forfeiture of, any other
                   rights or remedies that either Party may have under this
                   Agreement as a consequence of any default by either Party
                   under this Agreement, except as otherwise expressly stated.

         27.7      Prior to either Party terminating this Agreement as a result
                   of a failure to make payment under Paragraph 27.1(b) above,
                   the Party proposing to terminate must give notice in writing
                   of its intention to do so no less than 5 days prior to the
                   date upon which the Party proposes to terminate this
                   Agreement, setting out its intention to terminate. A Party
                   claiming that there is a bona fide dispute for the purpose of
                   that Paragraph must, within the 20 day period referred to in
                   Paragragh 27.1(b), give written notice to the other Parties
                   setting out the nature of the dispute.

         27.8      If EOI become entitled to terminate this Agreement as a
                   result of a failure by Partner to make payment, the
                   requirements of Sub-Clause 27.7 having been satisfied and
                   there being no bona fide dispute as to the payment, EOI may
                   elect by notice in writing to Partner to delay the
                   performance of their obligations under this Agreement until
                   the payment in question has been made. The written notice
                   shall set out the obligations proposed to be delayed.

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         27.9      If EOI is in breach of this Agreement and fail to provide any
                   Equipment or Services in accordance with this Agreement
                   within the Time Schedule required by this Agreement and
                   Partner would be entitled to terminate this Agreement as a
                   result thereof under Clause 27.1, Partner reserves the right
                   in lieu of termination to purchase and/or use hardware,
                   software or services from or through a third party. Partner
                   shall in such case have the right to deduct the cost of
                   hardware and software so purchased that are functionally
                   identical to Hardware and Software ordered by Partner but not
                   yet delivered by EOI. EOI shall not be responsible for the
                   quality of such hardware, software or services purchased
                   and/or used by Partner, or its compatibility with the
                   Equipment.

         27.10     Termination under this Clause 27 shall be without prejudice
                   to rights accrued to either Party prior to termination.

27A.     TERMS AND TERMINATION FOR CONVENIENCE

         27A.1     This Agreement shall be valid and bind the parties hereto for
                   the period of the Term, and any extension thereof, if and to
                   the extent Partner exercises its Option. Notwithstanding the
                   aforesaid, Partner may terminate this Agreement for its
                   convenience at any time upon [*] . In the event of such
                   termination by Partner, it is agreed that the termination
                   charges shall be the reasonable cost incurred by EOI in
                   connection with the performance of the the obligations under
                   this Agreement prior to termination, including reasonable
                   costs incurred with respects to termination and settlement
                   with their Sub-contractors or suppliers as a result of such
                   termination, and including a reasonable return on costs
                   incurred for the period pending termination. The parties
                   shall negotiate in good faith regarding the termination
                   charges. EOI shall use commercially reasonable endeavours to
                   minimise such costs and ensure that such costs are reasonable
                   in all the circumstances. EOI shall comply with Partner's
                   reasonable directions regarding reduction of such costs.

         27A.2     EOI shall notify Partner of all proposed settlements with
                   their Sub-contractors in the event of termination and shall
                   not enter into any binding settlement until Partner has
                   approved the proposed settlement.

         27A.3     For Equipment and materials that were not yet shipped to
                   Partner, EOI shall not be entitled to require Partner to take
                   and pay for such Equipment or materials unless such Equipment
                   or materials were purchased or manufactured specifically for
                   the purposes of, and irrevocably allocated by EOI to the
                   performance of, this Agreement, and are perfect and fit for
                   use and cannot be used by EOI for any alternative purposes.

         27A.4     Direct and indirect costs shall for the purpose of this
                   Clause 27A be determined in accordance with the EOI's regular
                   accounting procedures consistent however with generally
                   accepted accounting principles and, if required by Partner,
                   verified by the EOI's independent auditors or a reputable
                   firm of accountants reasonably acceptable to both parties.
                   Partner shall pay EOI the termination charges within 30 days
                   following

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                   agreement of such total costs with Partner. Payment
                   shall be in the amount of the total termination charges, less
                   the following:

                   (a)     amounts previously paid by Partner to EOI with
                           respect to the performance of Equipment and Services
                           prior to termination; and

                   (b)     amounts representing EOI's total cost of items of
                           Equipment or Spare Parts not desired by Partner which
                           EOI elects to retain for its use and less Equipment
                           referred to in Sub-Clause 27A.3 which EOI is not
                           entitled to require Partner to take.

         27A.5     In the event of such a termination, all Equipment and Spare
                   Parts supplied or allocated under or for the purpose of this
                   Agreement except as specified in paragraph (b) above shall,
                   except for any Intellectual Property Rights, become the
                   property of Partner upon payment in full for the same.

         27A.6     In the event of termination of this Agreement under this
                   Clause 27A, EOI shall, at Partner's first demand, vacate all
                   Sites from any person or body.

28.      INCENTIVE VOUCHER - ENTITLEMENT AND EXERCISE

         28.1      Upon reaching the purchase milestone set out in Annex 5,
                   Partner shall be entitled to receive from EOI Incentive
                   Vouchers in accordance with Annex 5 which may be exercised
                   with respect to additional purchases to be made under this
                   Agreement, subject to the terms set out below.

         28.2      Subject to any event under 28.1, each Incentive Voucher will
                   be exercisable in accordance with the provisions of the
                   Incentive Vauchers Scheme attached hereto and marked as Annex
                   5.

         28.3      The Incentive Vouchers may not be exchanged. The sole benefit
                   to be derived from them is in accordance with the specific
                   terms set out herein.

         28.4      Amounts subtracted as a result of the exercise of Incentive
                   Vouchers shall be excluded from the valuation of purchases
                   for purposes of issuance of additional Incentive Vouchers.

29.      GOVERNMENTAL AUTHORISATION

         EOI, as the case may be, shall be responsible for obtaining all
         necessary governmental authorisations, including but not limited to,
         for export or import licenses necessary for the import of the Equipment
         into the Territory and for the performance of all of EOI's obligations
         hereunder. Without derogating from EOI's or EOI's responsibilities set
         out in this Clause, and at EOI's specific request thereof, Partner
         shall assist EOI in receiving such authorisations. If Partner is unable
         to provide such assistance, this shall not be deemed as any a of
         obligations under this Clause.

                                                                              46

<PAGE>

30.      LANGUAGE AND COMMUNICATION

         30.1      The Agreement and all documentation and communications
                   required thereunder shall be in the English language. All
                   Documentation shall be provided in English but Partner shall
                   have the right to make one or more translations all or part
                   of the same, provided that for the purpose of this Agreement,
                   the English version shall prevail.

         30.2      All communications pertinent to this Agreement shall be made
                   or confirmed in the English language in writing, including
                   facsimile.

31.      NOTICES AND REPORTS

All notices and reports to be provided to Partner or EOI pursuant to this
Agreement shall be sent to Partner or EOI as follows:

PARTNER
Name:      Menachem Tirosh
Company:   Partner Communications Company Ltd.
Address:   8 Amal Street, Afek Industrial Park, Rosh Ha'ayin 48103,
           Israel.

EOI
Name:      Bo Andersson
Company:   LM Ericsson Israel Ltd.
Address:   17 Amal Street
           Afek Industrial Park
           Rosh Ha'ayin 48092, Israel

or such other address as may be notified to the other Parties in accordance with
this Clause.

32.      WAIVER AND APPROVAL

         No failure or delay on the part of either Party in exercising any
         right, power or remedy hereunder, shall operate as a waiver of any such
         right, remedy or power. Any approval or consent given by a Party shall
         not constitute a binding precedent or create any operative custom
         between the Parties, nor constitute acceptance by that Party of any
         liability with respect to the subject-matter of such approval or
         consent, except as expressly stated herein. Any amendment of this
         Agreement, and any waiver on the part of any Party of any provision of
         this Agreement, shall be effective only if expressly made in writing,
         in accordance with the terms hereof.

33.      ENTIRE AGREEMENT

         This Agreement constitutes the entire Agreement and shall apply in
         connection with the subject matter hereof, and there are no other
         agreements or understanding, written or oral, except as provided
         herein. Any amendments to or modification of this Agreement except in
         writing signed by the authorised representatives of the Parties hereto,
         shall be void and of no effect.

                                                                              47

<PAGE>

34.      NO PARTNERSHIP

         The status of EOI hereunder is and shall be deemed, for all purposes,
         to be of an independent contractor. In no event shall there be deemed
         to be an employee-employer relationship between EOI, or any of their
         Sub-contractors or their respective employees, and Partner, and nothing
         herein shall be construed to create or evidence a partnership or joint
         venture relationship, or one of agency, between the Parties.

35.      SEVERABILITY

         35.1      The whole or any part of any Clause in this Agreement that is
                   illegal or unenforceable:

                   (1)     will be:

                           (a)      read down to the extent necessary so that it
                                    is legal and enforceable; or

                           (b)      severed (if cannot be read down in
                                    accordance with Sub-Clause (a); and

                   (2)     will not affect the continued operation of the
                           remaining provisions of this Agreement.

36.      GENERAL LIMITATION OF LIABILITY

         36.1      Except as expressly provided in this Clause 36 or elsewhere
                   in this Agreement, neither Party shall in any event be liable
                   to the other Party/ies under this Agreement for loss of
                   production, loss of profit, loss of use, loss of business,
                   loss of data or revenue or for any special, indirect,
                   incidental or consequential damages, whether or not the
                   possibility of such damages could have been reasonably
                   foreseen.

         36.2      Neither Party shall be liable in relation to any breach of
                   this Agreement or act or omissions of that Party in relation
                   to the obligations under this Agreement (including, in the
                   case of liability of EOI amounts paid EOI to Partner by way
                   of refunds but excluding Liquidated Damages and amounts paid
                   under the Performance Bond) for an amount exceeding the
                   greater of (i) [*] percent ([*]%) of the total value of all
                   Purchase Orders of Equipment and/or Services ordered during
                   the twelve (12) months prior to the breach, or (ii) [*] US
                   Dollars.

         36.3      [*]

         36.4      No action, regardless of form, arising out of any alleged
                   breach of this Agreement or obligations under this Agreement
                   may be brought by either Party in relation to a claim after
                   the expiration of three years after that Party become aware
                   of all facts relevant to the claim.

         36.5      A Party suffering loss or damages shall take reasonable
                   measures to limit such loss or damage.

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                                                                              48

<PAGE>

37.      SUB-CONTRACTORS

         37.1      EOI may appoint Sub-contractors to execute any part of the
                   obligations under this Agreement subject to the following.

                   (a)     EOI shall obtain Partner's Project Manager's prior
                           written approval (such written approval not being
                           unreasonably withheld) to the identity of that
                           Sub-contractor and the general terms of the
                           Sub-contract (prices and fees will not be disclosed).
                           Such approval shall not be required in relation to
                           the appointment of a member of the Ericsson Group as
                           Sub-contractor. EOI shall in any event be responsible
                           for any act or omission of such Sub-Contractor and
                           the acts of such Sub-contractor shall be deemed to be
                           acts of EOI for the purpose of this Agreement.

                   (b)     The Sub-contractor must enter into a written
                           undertaking with Partner in terms reasonably
                           acceptable to Partner if required by Partner.

         37.2      Any performance undertaken by a Sub-Contractor of EOI shall
                   be performed for the benefit of, and the provisions of any
                   related subcontracting agreement shall inure to the benefit
                   of Partner as a "third party beneficiary". Any rights which
                   ERA and/or EOI may have or accrue in relation to such a
                   Sub-Contractor's obligations under the Sub-contract,
                   including, for avoidance of doubt, any member of Ericsson
                   Group, shall be afforded by the parties thereto to Partner,
                   without affecting any of EOI's or its Sub-contractor's
                   obligations under such Sub-Contract and without Partner
                   assuming or being deemed to have assumed, any of EOI's
                   obligations thereunder. Partner may, without limiting the
                   foregoing, in its discretion, require EOI to take such legal
                   action as Partner reasonably requests against any such
                   Sub-contractor.

         37.3      EOI shall indemnify Partner and keep Partner indemnified
                   against any claim by a Sub-Contractor of EOI arising in
                   connection with this Agreement, other than to the extent
                   caused by the breach by Partner of this Agreement. Clause 36
                   shall not apply to this indemnity and this indemnity shall
                   not be limited by that Clause provided however that this
                   indemnity is subject to the following:

                   (a)     Partner without delay informing EOI in writing of any
                           such claim and giving EOI a reasonable opportunity to
                           elect by notice in writing to Partner to defend or
                           settle the claim (the "Election"). Partner may
                           require that EOI gives to Partner reasonable security
                           for the payment by EOI of amounts due by EOI under
                           this Clause as a condition of the Election. If EOI
                           makes such an Election, and subject to the grant of
                           reasonable security as aforesaid, Partner will
                           refrain from acting on account of such claims without
                           the previous approval of EOI in writing (which
                           approval may not unreasonably withheld or delayed);

                   (b)     Partner promptly informing EOI in writing if legal
                           action is taken on account of such claim and if EOI
                           has made the Election, EOI shall have full authority
                           to the extent permitted by law to defend or settle
                           the same through its counsel;

                   (c)     if EOI makes the Election, and subject to the grant
                           of reasonable security as referred to above, Partner
                           refrains from all steps in any legal action which may
                           prejudice EOI and which Partner is permitted by law
                           to refrain from taking.

                                                                              49

<PAGE>

                   In case EOI fails to act promptly against such claims
                   or actions once it makes the Election, Partner shall
                   have the right to take appropriate legal action and
                   shall be repaid any expenses in so doing. If EOI
                   exercises the Election, it shall keep Partner
                   reasonably informed of the status of the claim and
                   proceedings relating to the claim from time to time
                   and shall provide Partner with documents and
                   information reasonably requested relating to the
                   same.

         37.4      Each party shall be liable to the other party for the acts or
                   omissions of its Sub-contractors and shall indemnify the
                   other party and keep the other party indemnified from and
                   against any and all claims, actions, proceedings, losses,
                   liabilities and expenses arising from such acts or omissions.
                   Clause 36 shall not apply to this indemnity and this
                   indemnity shall not be limited by that Clause.

         37.5      Without limiting the foregoing, upon any termination of the
                   Agreement in whole or in part, EOI shall, upon demand by
                   Partner, assign all or such portion requested of EOI's rights
                   under its Sub-Contracts with respect to the Services to
                   Partner, without prejudice to any other rights of Partner
                   under the Agreement and without limiting any of the EOI's
                   obligations under such Sub-Contract or hereunder.

38.      SURVIVAL

         38.1      Provisions contained in this Agreement that are expressed or
                   by their sense and context are intended to survive the
                   expiration or termination of this Agreement shall so survive
                   the expiration or termination, including but not limited to
                   Clauses 10 (Warranty), 14 (Licensed and Information), 15
                   (Source and Object Codes), 16 (Intellectual Property), 18
                   (Confidentiality) and 24 (Arbitration and Applicable Law).

         38.2      The validity of this Agreement is subject to the approval of
                   the Board of Directors of Partner.

For and on behalf of:

Partner Communications Company Limited                             "Partner"

______________________________                                     Signature
______________________________                                     Name Printed
______________________________                                     Position
______________________________                                     Date

For and on behalf of:

LM Ericsson Israel Ltd.                                           "EOI"

______________________________                                     Signature
______________________________                                     Name Printed
______________________________                                     Position
______________________________                                     Date

                                                                              50
<PAGE>

                                SUPPORT AGREEMENT


                                    AGREEMENT

                                    REGARDING

                                SUPPORT SERVICES

                                     BETWEEN

                       PARTNER COMMUNICATIONS COMPANY LTD

                                       AND

                             LM ERICSSON ISRAEL LTD

<PAGE>

                                SUPPORT AGREEMENT

<TABLE>
<CAPTION>

 CONTENTS
<S>       <C>                                                                          <C>
1         Heading                                                                       3
2         Preamble                                                                      3
3         Definitions                                                                   3
4         Scope of Agreement                                                            4
5         Agreement documents and amendments                                            5
6         Scope of Services                                                             5
7         Prices                                                                        5
8         Terms of payment                                                              6
9         General Partner's Obligations                                                 7
10        EOI's general obligations                                                     8
11        Exclusions                                                                   10
11A       Delays And Liquidated Damages                                                10
23.       Governing law and dispute resolution                                         19
24        Waivers And Remedies                                                         20
25        Amendments                                                                   20
26        Survival                                                                     20
</TABLE>

<PAGE>

                                SUPPORT AGREEMENT

1        HEADING

         This Agreement has this day November 25th, 2002, been entered into by
         and between:

         PARTNER COMMUNICATIONS COMPANY LTD., with its registered place of
         business in 8 Amal St., Afek Industrial Park, Rosh Ha'ayin 48103 Israel
         (hereinafter called "Partner") and

         LM ERICSSON ISRAEL LTD., with its registered place of business in 17
         Amal St., Afek Industrial Park, Rosh Ha'ayin 48092 Israel (hereinafter
         called "EOI")

2        PREAMBLE

         WHEREAS, Partner has purchased GSM and GPRS Systems, as well as other
         ancillary systems and sub-systems and other Telecommunication Equipment
         from Ericsson Radio Systems AB, currently renamed Ericsson AB
         (hereinafter "Ericsson") in accordance with the Supply and Installation
         Contracts;

         WHEREAS, Partner would like to acquire Services for the Systems and the
         Telecommunication Equipment from EOI;

         WHEREAS, EOI would like to supply such Services to Partner in
         accordance with the terms and conditions of this Agreement.

         NOW, THEREFORE, in consideration of the foregoing, the Parties hereby
         agree as follows.

         Partner and EOI are hereinafter also called individually the "Party",
         or, collectively, the "Parties".

3        DEFINITIONS

         The following expressions shall have the meaning hereby assigned to
         them, unless the context would obviously require otherwise.

         AGREEMENT - shall mean this agreement regarding the Services entered
         into between the Parties and shall include all of its Annexes and any
         amendments thereto.

         DOCUMENTATION - shall mean all of the documentation provided under the
         Supply and Installation Contracts.

         ERICSSON GROUP - shall mean Telefonaktiebolaget LM Ericsson (publ) and
         its Subsidiaries.

         HARDWARE - shall mean any and all hardware parts supplied or to be
         supplied under the Supply and Installation Contracts, including all
         Documentation relating thereto and specified in ANNEX 2.

<PAGE>

                                SUPPORT AGREEMENT

         PROCEDURES MANUAL - The description of the pre agreed and defined daily
         working procedures to be applied by EOI and Partner, and shall cover
         areas such as processes, contact lists, escalation flows, meetings and
         measurement procedures. The Procedure Manual shall be attached hereto
         as ANNEX "5" and shall be updated from time to time and in any event of
         integration of a new platform into the network.

         SERVICES - shall mean the support and maintenance services to be
         provided by EOI to Partner under this Agreement, as described in the
         Service Specification forming ANNEX 3 hereto and in accordance with the
         provisions of ANNEX 2.

         SERVICE SPECIFICATION - shall mean the specification to each of the
         Services. as specified in ANNEX 3 hereto.

         SOFTWARE - shall mean any and all software parts supplied or to be
         supplied under the Supply and Installation Contracts, including all
         Software corrections, Software Updates and Software Upgrades (as
         defined in the Supply and Installation Contracts) and all Documentation
         related thereto, and specified in ANNEX 2.

         SUBSIDIARIES - shall mean any entity in which (i) fifty (50) per cent
         or more of the share capital is, directly or indirectly, owned or
         otherwise controlled, or (ii) fifty (50) per cent or more of the voting
         power can be, directly or indirectly, exercised or otherwise controlled
         by Telefonaktiebolaget LM Ericsson (publ).

         SUPPLY AND INSTALLATION CONTRACTS - shall mean the agreements entered
         into between the Parties hereto and Ericsson, for the supply and
         installation of GSM and GPRS Systems and Telecommunication Equipment,
         including any amendment thereto, to which this Agreement is an Annex.

         SYSTEMS - shall mean the Hardware and Software jointly forming the GSM
         and GPRS Systems specified in the Supply and Installation Contracts, as
         well as all other ancillary systems and sub-systems purchased by
         Partner from Ericsson and/or EOI.

         TELECOMMUNICATION EQUIPMENT - shall mean the Hardware and Software
         purchased by Partner under the Supply and Installation Contracts.

         Other capitalised expressions used in this Agreement shall have the
         meaning assigned to them in the Supply and and Installation Contracts
         or elsewhere in this Agreement.

4        SCOPE OF AGREEMENT

         Upon the terms and conditions set forth in this Agreement, Partner
         shall order and purchase from EOI and EOI shall provide the Services to
         Partner. Any specific terms and conditions relating to the respective
         Service shall be set out in the applicable Service Specification.

<PAGE>

                                SUPPORT AGREEMENT

5        AGREEMENT DOCUMENTS AND AMENDMENTS

5.1      This Agreement shall consist of this Agreement document and the
         following attached Annexes as may be amended from time to time. The
         documents shall prevail between themselves in the order listed below:

         This Agreement document

         ANNEX 3  Service Specifications;

         ANNEX 2  Hardware and Software covered by the Services;

         ANNEX 5  Procedures Manual

         ANNEX 4  Prices;

         ANNEX 1  List of Annexes;

5.2      The Annexes to this Agreement, which are listed in Annex 1, shall
         hereinafter by reference form an integral part of this Agreement.

5.3      This Agreement may be modified only by a written document duly signed
         by authorised representatives of both Parties and referencing this
         Agreement.

6        SCOPE OF SERVICES

         The scope of Services provided for by EOI under this Agreement shall be
         specified in one Service Specification per Service feature included in
         Annex 3.

7        PRICES

7.1      The annual charges shall be as follows:

         (i)      For year 2002 - a cap of $[*] US dollars), subject to the
                  provisions of Clause 7.1(ix) below.

         (ii)     For year 2003 - a cap of $[*] US dollars), subject to the
                  provisions of Clause 7.1(ix) below.

         (iii)    For year 2004 - a cap of $[*] US dollars), subject to the
                  provisions of Clause 7.1(ix) below.

         (iv)     The annual charges for year 2005 and onwards shall be
                  negotiated in good faith between the Parties.

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                                SUPPORT AGREEMENT

         (vi)     The annual charges for years 2002-2004, as mentioned above,
                  include the following Services: System Support Premium Service
                  in accordance with Annex 3a and 4a, Software Base Subscription
                  service in accordance with Annex 3c and 4c, and System Support
                  Test Plant in accordance with Annex 3f.

         (vii)    The annual charges for years 2002-2004, as mentioned above,
                  shall also include Software Deployment Service in accordance
                  with Annexe 3d, in accordance with the provisions of Annex 4d.

         (viii)   The annual charges for years 2002-2004, as mentioned above, do
                  not include the following Services, which shall be paid
                  separately: Spare Parts Replacement service in accordance with
                  Annexes 3b and 4b and Operational Assistance Services in
                  accordance with Annexes 3e and 4e.

         (ix)     In addition, the annual charges for years 2002-2004, as
                  mentioned above, do not include Equipment that was purchased
                  after 12.6.2002. For such Equipment, fees and charges for
                  Services are set out in ANNEX 4 for each individual Service.

         (x)      All prices are exclusive of VAT. Withholding Tax may be
                  deducted by Partner if and to the extent necessary under any
                  applicable law and Partner shall provide EOI with applicable
                  documentation of such deduction. New Taxes, duties or levies
                  shall be borne in accordance with the applicable provisions of
                  the relevant law.

7.2      Any overdue payment shall carry an interest at a rate of LIBOR + [*]%
         per annum on the amount of the delayed payment.

8        TERMS OF PAYMENT

8.1      Payments for Services shall be made by Partner, after issuance of the
         relevant Purchase Order (according to the procedure described in Supply
         and Installation contract) and in arrears by not later than the lapse
         of [*] days from [*] ("The due date"), subject to receipt of an invoice
         by not later than [*] days before the due date, unless Partner has
         failed to issue the applicable Purchase Order by the last day of [*].
         For the avoidance of doubt, it is clarified that in the event Partner
         did not receive EOI's invoice by [*] days before the due date, provided
         that EOI has received Partner's Purchase Order by the last day of the
         second month of [*], the payment date shall be postponed
         correspondingly.

8.2      Notwithstanding the provisions of Clause 8.1 above, the terms of
         payment for Operational Assistance Service (Annex 3e), shall be as
         follows - Partner shall issue a Purchase Order on a quarterly basis in
         advance. EOI shall provide Partner with an invoice on a monthly basis

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                                SUPPORT AGREEMENT

         pertaining to Services rendered in the previous month and payment shall
         be made within [*] days from the date of receipt of EOI's invoice.

8.3      The payment Currency shall be US Dollars.

9        GENERAL PARTNER'S OBLIGATIONS

         In order for EOI to be able to supply the Services to Partner in a
         professional and timely manner, Partner shall:

         a     allow EOI designated personnel access to the Systems and/or
               relevant Telecommunication Equipment, including through remote
               means, agreed by Partner and defined and specified in the Service
               Specification, subject to compliance by EOI and its designated
               personnel with Partner's access and security requirements and

         b     provide necessary operating supplies and consumables such as
               paper, magnetic tapes, ribbons, cards, format tapes, disc
               cartridges and such similar items as Partner would use during
               normal operation other than materials supplied by EOI not readily
               available from alternative sources and, if the Services are
               performed at Partner's premises and Sites, provide EOI's
               personnel with an unbarred telephone line(s) and fax machine at
               such Partner premises and Sites; and

         c     provide EOI with statistical information regarding the
               performance of the Systems to the extent reasonably required by
               the Procedures Manual and all available information regarding any
               changes and modifications to the System carried out by Partner,
               other than through or with the knowledge of EOI, as well as
               information regarding any installed third-party hardware or
               software, installed by Partner, other than through or with the
               knowledge of EOI, that in the reasonable opinion of Partner may
               affect the performance of the System and Service; and

         d     carry out the recommended operation and maintenance of the
               Systems in accordance with the reasonable requirements of the
               Documentation; and

         e     comply with EOI's reasonable instructions concerning:

         -     handling of Software, Hardware and Documentation for the
               respective Service;

         -     disposal of defective or replaced Software, Hardware or
               Documentation; and

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                                SUPPORT AGREEMENT

         f     implement (deploy) Software Updates and Software Upgrades in the
               System (if done by Partner) within no more than 60 days from the
               receipt thereof, unless agreed otherwise between the Parties and,
               during the term of this Contract, to keep all relevant Software
               licenses purchased by Partner independently (i.e., not through
               EOI) from any third party valid.

         g     it shall appoint a suitable representative/s for the purpose of
               liaison with EOI relating to the Services, with adequate
               knowledge of the respective Service provided.

         h     Provide a representative to be present at Partner's Site whenever
               EOI is performing Services on Site.

10       EOI'S GENERAL OBLIGATIONS

10.1     EOI shall provide the Services during the Term in a timely and diligent
         manner, at the highest professional standards and to the full
         satisfaction of Partner.

10.2     Without limiting the warranties and representations of EOI under the
         Supply and Installation Contracts, EOI covenants, warrants and
         represents that:

         a     It has all the skills, qualifications and expertise that is
               necessary in order to conduct the Services in a professional
               manner and in accordance with the terms and conditions included
               in this Agreement; and

         b     it shall appoint a suitable representative for the purpose of
               liaison with Partner relating to the Services and, for purposes
               of rendition of the Services, it shall assign personnel with
               expert knowledge of the respective Service provided; and

         c     Perform all EOI's obligations as included in the applicable
               Service Specification or elsewhere in the Supply and Installation
               Contracts and in this Agreement; and

         d     ensure that all its personnel including subcontractor's personnel
               conform to Partner's requirement for access to the Systems and
               security policy when work is carried out on Partner's premises or
               the premises of Partner's end-users.

10.3     EOI acknowledges that its obligation to provide Services under this
         Agreement extends to the provision of those Services in respect of the
         Systems, Telecommunication Equipment, Hardware, Software, Software
         Updates, Software Upgrades and software features acquired by Partner.
         EOI shall supply all Software Updates to Partner at no extra charge. It
         is further agreed that:

<PAGE>

                                SUPPORT AGREEMENT

         a     EOI shall give Partner as much advance notice in writing as is
               reasonably possible in relation to proposed Software Updates
               and/or Software upgrades; and

         b     EOI shall agree with Partner upon the manner and timetable of
               implementation of Software Updates and/or Software Upgrades and
               shall follow Partner's reasonable instructions to minimize
               disruption to the business of Partner; and

         c     EOI shall provide Software Updates and/or Software Upgrades for
               all Hardware and Software purchased or licensed by Partner, and
               maintained under this Agreement such that they are running the
               latest version released by Ericsson, subject to Partner's request
               to purchase such latest version of Software Updates and/or
               Software Upgrades.

         d.    EOI shall provide Partner with any Service under this Contract
               purchased by Partner provided that Partner shall maintain its
               System running under a Software Upgrade release version that is
               not more than either (i) one year old, or (ii) is no more than
               one Software Upgrade GA release versions old, the later of which.

               For the avoidance of doubt, it is clarified that in the event
               Partner's System shall run a Software Upgrade release version
               that is more than either (i) one year old, or (ii) is more than
               one Software Upgrade GA release versions old, EOI shall remain
               obliged to provide Partner with (a) any and all Services for
               Emergency Situations in accordance with the Resolution Times and
               all other applicable provisions of this Agreement; and (b) any
               and all other Maintenance Services that EOI is capable of
               rendering, but with respect to such other Services, EOI shall not
               be committed to the Resolution Times set under this Agreement
               with respect of said other Services.

10.4     If EOI fails to provide the Services in accordance with the Response
         Times or otherwise in the manner and time schedule required by this
         Agreement, due to reasons other than such attributable directly and
         exclusively to Partner (including in situations where Partner is an
         exclusive intermediary), Partner may remedy the relevant fault or
         defect itself and/or through any third party and recover the market
         cost, applicable under the relevant circumstances, from EOI. That
         remedy will not invalidate EOI's representations, warranties or
         obligations under this Agreement except to the extent that Partner or
         any third party on its behalf, causes physical damage to any part of
         the Systems or causes a non-compliance of the Systems with the
         Specifications and/or the GSM or GPRS standards, as the case may be.

         Partner undertakes to provide EOI with notice of its intention to
         remedy the relevant fault or defect as aforesaid. However, failure by
         Partner to provide EOI with said notice shall not derogate from
         Partner's rights under this clause.

10.5     EOI shall provide Partner's test labs with the Services in accordance
         with the provisions of ANNEX "3F".

<PAGE>

                                SUPPORT AGREEMENT

11       EXCLUSIONS

11.1     The Services provided in accordance with this Agreement do not include:

         a     Items of hardware and software that are not listed in ANNEX 2.
               Notwithstanding the aforesaid or any other provision to the
               contrary in this Agreement, the Services provided in accordance
               with this Agreement shall apply to any and all Equipment
               purchased by Partner from EOI in accordance with the provisions
               of the Supply and Installation Contracts (which should be added
               to the list in Annex 2), whether or not such Equipment was in
               fact added, save for such Equipment that the Parties have agreed
               in writing that all or certain specific Services shall not apply
               thereto.

         b     Hardware or Software damaged due to poor packing by Partner upon
               return of equipment to EOI, or damaged due to the failure by
               Partner to use the Hardware or Software in accordance with the
               reasonable requirements of the Documentation;

         c     any change or modification to the Hardware or Software, other
               than by normal maintenance and operation undertaken by Partner,
               in accordance with the Documentation, or those included in this
               Agreement and the Service Specification through updating of the
               relevant Annexes; and

         d     consumables, such as fuses and lamps.

         e     Warranty Claims shall not be applicable to damages which are the
               result of Partner's wrongful handling, or in contradiction to the
               provisions of the Procedures Manual or in cases of Force Majeure.

11A      DELAYS AND LIQUIDATED DAMAGES

11A.1    In the event that any of the Services are not executed in accordance
         with the terms of and within the respective times stipulated in this
         Agreement, other than by reason of an event of excusable delay (as
         defined in Clause 11A.2 below), Partner shall be entitled to Liquidated
         Damages with regard to these Services, the amount of which shall be
         calculated in accordance with this clause, without having to prove
         actual damage in conformity with the sums payable as Liquidated Damages
         as specified below.

11A.2    The following are events of excusable delay:

         a     A Force Majeure event causes delay to EOI in the execution of
               that part of the Services, provided that EOI has complied with
               all of its obligations under this Agreement in relation to that
               event.

         b     A failure by Partner to perform an obligation for which Partner
               is stated to be responsible under this Agreement (other than an
               obligation to pay money) causes delay to EOI in the execution of
               a related part of the Services.

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               Each party shall promptly give an advanced written notice to the
               other party if it is likely to become unable to perform an
               obligation in circumstances where a delay is thereby likely to be
               caused, and shall also specify in such notice the estimated
               period of the possible delay.

               For an event to be an event of excusable delay, EOI must have
               used and continue to use all reasonable endeavors to avoid and
               minimize the delay and promptly give Partner notice of the
               relevant event and the period of extension to which it considers
               itself entitled.

11A.3    EOI agrees that it shall pay to Partner by way of Liquidated Damages:

         a     With respect to each incident which commences during the Warranty
               Period and/or after the expiration thereof, and which constitutes
               an Emergency Situation, US$ [*] for each full [*] hour of delay
               in complying with the Resolution Times, whether for a Remedy
               and/or a Solution, as the case may be, up to a maximum per
               incident of [*]% of the then relevant annual charge for the
               System Support Premium Service;

11A.4    With respect to delays in provision of Services in relation to High
         Problems, EOI shall pay Liquidated Damages in accordance with the
         following provisions:

         a     With respect to each incident which commences during the Warranty
               Period and/or after the expiration thereof, US$ [*] for each full
               [*] hours of delay in complying with the Resolution Times set for
               the provision of a Remedy, and/or for each full [*] hours of
               delay in complying with the Resolution Times set for the
               provision of a Solution, up to a maximum per incident of [*]% of
               the then relevant annual charge for the System Support Premium
               Service;

11A.5    With respect to delays in provision of Services in relation to Medium
         Problems, EOI shall pay Liquidated Damages in accordance with the
         following provisions:

         a     With respect to each incident which commences during the Warranty
               Period and/or after the expiration thereof, US$ [*] for each full
               [*] hours of delay in complying with the Resolution Times set for
               the provision of a Remedy, and/or for each full [*] hours of
               delay in complying with the Resolution Times set for the
               provision of a Solution, up to a maximum per incident of [*]% of
               the then relevant annual charge for the System Support Premium
               Service;

11A.6    With respect to delays in provision of Services in relation to Low
         Problems, EOI shall pay Liquidated Damages in accordance with the
         following provisions:

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         a     With respect to each incident which commences during the Warranty
               Period and/or after the expiration thereof, US$ [*] for each full
               [*] hours of delay in complying with the Resolution Times set for
               the provision of a Remedy, and/or for each full [*] hours of
               delay in complying with the Resolution Times set for the
               provision of a Solution, up to a maximum per incident of [*]% of
               the then relevant annual charge for the System Support Premium
               Service;

11A.7    For the purpose of the foregoing provisions:

         a     an incident with respect to which EOI has purported to respond in
               accordance with this Agreement shall be regarded as separate and
               distinct from a latter incident separately reported to EOI by
               Partner, even if it is of an on-going or similar in nature;

         b     in the case of contemporaneous incidents, the defects must be of
               material difference or effect different parts of the relevant
               System or Telecommunication Equipment, in order to constitute
               separate incidents, provided that if the remedy of one part of
               the System or Telecommunication Equipment will automatically
               remedy the other part of the System or Telecommunication
               Equipment, this will be regarded as a single incident; and

11A.8    It is further agreed between the parties hereto, that notwithstanding
         any other provision to the contrary herein, the annual limit on any
         Liquidated Damages payable by EOI to Partner under this Maintenance
         Agreement is set on US $[*].

11A.9    The Parties recognise that the above sums are reasonable pre-estimates
         of the damage which may occur to Partner, whether such damage shall
         actually materliaze or not, taking into account all the relevant
         information available at the time of signature of this Agreement and
         that such sums are Liquidated Damages and in no way to be considered as
         penalties.

11A.10   In the event of delayed provision of Services, EOI shall take all
         reasonable remedial action to minimize the delay. Nothing in this
         Clause shall be construed as limiting the rights of Partner to
         terminate this Agreement in whole or in part or take other action in
         accordance with any provision of this Agreement as a consequence of
         such late provision of Services.

11A.11   The payment of Liquidated Damages shall not relieve EOI from the
         obligation to provide Services in accordance with this Agreement.

11A.12   Partner shall be entitled to withhold and set-off from any amount owed
         to EOI under this Agreement, any amount which Partner is owed by, or
         otherwise entitled to receive from, EOI by way of Liquidated Damages
         under this Agreement.

12.      INDEMNIFICATION

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12.1     Each party ("Indemnifying Party") shall be liable for, and shall
         indemnify the other party ("Indemnified Party") against any expense,
         liability, loss, claim or proceedings whatsoever arising under any
         statute or at common law in respect to personal injury to, or death of
         any person arising out of any act or omission of the Indemnifying Party
         or of any person for whom the Indemnifying Party is responsible in
         relation to this Agreement or the Services. Liability under this
         Sub-clause shall not be limited by Sub-Clauses 12.5 or 12.6, which
         shall not apply to liability under this Sub-Clause.

12.2     Each Party (also "Indemnifying Party") shall be liable for and shall
         indemnify the other party against any expense, liability, loss, claim
         or proceedings arising under any statute or at common law in respect of
         loss, injury or damage to any property of the other party or of a third
         party insofar as loss, injury or damage arises out of any act or
         omission of the Indemnifying Party or any person for whom the
         Indemnifying Party is responsible and is not caused by the breach of
         this Agreement or negligence of the other party. Liability under this
         Sub-clause shall not be limited by Sub-Clauses 12.5 or 12.6 which shall
         not apply to liability under this Sub-Clause. The liability of either
         party under this Sub-clause shall not exceed US$ [*] for each occasion
         of damage, provided that the limitation of liability provided for in
         this Sub-Clause shall not apply to liability of the Indemnifying Party
         to the extent of any loss, injury or damage due to the negligence,
         breach of contract or wilful default of the Indemnifying Party or any
         person for whom the Indemnifying Party is responsible. For the purpose
         of this Sub-clause, each party shall have responsibility for its
         Sub-contractors.

12.3     Subject to Sub-Clauses 12.5 and 12.6 each party shall indemnify the
         other party and keep the other party indemnified against any expense,
         liability, loss, claim or proceedings brought against or suffered by
         the other party as a result of breach by the other party of this
         Agreement.

12.4     In the event of any workman or other person employed by either Party,
         or its respective Sub-contractor, in connection with this Agreement, ,
         suffering death or any personal injury and whether there be a claim for
         a compensation or not, either Party shall without delay give the other
         Party notice in writing of such personal injury or death.

12.5     Except as expressly provided in this Clause 12 or elsewhere in this
         Agreement, neither party shall in any event be liable to the other
         party under this Agreement for loss of production, loss of use, loss of
         business, loss of data or revenue or for any special, indirect,
         incidental or consequential damages, whether or not the possibility of
         such damages could have been reasonably foreseen.

12.6     Neither party shall be liable in relation to any breach of this
         Agreement or act or omissions of that party in relation to each year of
         this Agreement (including amounts paid by EOI to Partner by way of
         refunds but excluding Liquidated Damages) for an amount exceeding [*]%
         of the annual charges for that year (means four Quarterly Fees).

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12.7     The limitation of liability provided for in Sub - Clauses 12.5 and 12.6
         shall not apply with respect to damages related to a breach of the
         obligations under the Confidentiality Clauses of the Supply and
         Installation Contracts and with respect of the indemnity provided for
         under Clauses 19.4 and 19.5 below (Sub-contractors).

12.8     No action, regardless of form, arising out of any alleged breach of
         this Agreement or obligations under this Agreement may be brought by
         either party in relation to a claim after the expiration of two years
         after the Project Manager of that party, or any person senior to
         him/her, becomes aware of all facts relevant to the claim.

12.9     A Party suffering loss or damage shall take reasonable measures to
         limit such loss or damage.

13.      FORCE MAJEURE

13.1     The term "Force Majeure" in respect of party means an event beyond the
         reasonable control and without the fault or negligence of that party or
         its Sub-Contractors or suppliers hereunder, including acts of God, acts
         of government, fire, flood or storm damage, earthquakes, labour
         disputes, war or riot but does not include in the case of EOI:

         a     any act or omission (including delay) of a supplier, carrier,
               sub-contractor, agent or representative of EOI or its
               Sub-contractors other than due to an event of the type described
               above beyond the reasonable control of that person and occurring
               without the fault or negligence of that person;

         b     any failure to obtain any export or import licence or other
               authorisation for which EOI is expressly responsible for
               obtaining under this Agreement other than where such a failure is
               caused by an event described above;

         c     any act or omission (including delay) of an associate or
               affiliate of EOI or its sub-contractors unless due to an event of
               the type described above beyond the reasonable control of that
               person and occurring without the fault or negligence of that
               associate or affiliate;

         d     lack of workers in the Territory, or other disruptions such as
               closure, curfew, acts of terrorism, actions regarding the
               "Intefada", and rainy days.

         EOIwarrants that it is not aware of any circumstances, which are likely
         to give rise to any labour strike, dispute or disturbance which may
         affect the performance of its obligations under this Agreement.

13.2     Neither party shall be responsible for delay in provision of Services
         or in performing any other obligation under this Agreement within the
         time limit required for such performance, due to Force Majeure
         affecting that party provided that notice thereof is given to the other
         party within 10 days after such event has occurred.

13.3     Upon the occurrence of Force Majeure, and with proper notice as set
         forth above, such schedule or time-limit for performance shall be

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         extended accordingly, provided that the party wishing to rely upon the
         Force Majeure event makes commercially reasonable efforts to minimise
         such delay. If the delay continues beyond a reasonable period, taking
         into account the requirements of Partner in relation to the delayed
         performance of any obligation under this Agreement, Partner may, upon
         notice of 30 days to EOI terminate this Agreement in whole or in part,
         without incurring any financial obligations towards EOI as a
         consequence of such termination.

13.4     EOI shall have the right to terminate this Agreement in the event that
         an event of Force Majeure prevents performance by Partner under this
         Agreement for a continuous period exceeding one year.

14.      TERM AND TERMINATION

14.1     This Agreement shall commence on its date of execution and terminate on
         the earlier of:

         a     the period expiring 31 December, 2008 as that period may be
               extended by the written agreement of the parties from time to
               time;

         b     the date it is otherwise terminated in accordance with its terms.

14.2     This Agreement shall terminate in the event of termination of the
         Supply and Installation Contracts if Partner elects by a 90 days
         advance notice in writing to terminate this Agreement and/or upon [*]
         days advance notice in writing served by Partner at Partner's
         discretion.

14.3     If:

         a     either Party commits any material breach of this Agreement and
               fails to remedy such breach if it is capable of remedy, within 30
               days of written notice from the other Party of the same; setting
               out the nature of the breach or in the case of any amount payable
               by that Party fails to make payment within 20 days after such
               payment falls due for payment in the absence of a bona fide
               dispute as to that payment;

         b     either Party becomes insolvent or if its financial position is
               such that within he framework of its national law, legal action
               leading towards insolvency has been taken against it by its
               creditors and is not dismissed within 60 days of its commencement
               and fails to rectify the position within 14 days after written
               notice from the other Party requiring it to do so;

         then, the other Party ("Terminating Party") may, subject to the
         provisions of this Clause, by notice in writing to the Party
         concerned, terminate this Agreement.

14.4     The rights of each Party under this Clause 14 are in addition to, and
         without prejudice to, or forfeiture of, any other rights or remedies
         that

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         either Party may have under this Agreement or at law as a consequence
         of any default by either Party under this Agreement.

14.5     Prior to either Party terminating this Agreement as a result of a
         failure to make payment under Clause 14.3(a) above, the Terminating
         Party must give notice in writing of its intention to do so no less
         than 5 days prior to the date upon which the Terminating Party proposes
         to terminate this Agreement, setting out its intention to terminate. A
         party claiming that there is a bona fide dispute for the purpose of
         that Clause must, within the 20 day period referred to in Clause
         14.3(a), give written notice to the other Party setting out the nature
         of the dispute.

14.6     Termination under Clauses 13 and 14 shall be without prejudice to
         rights accrued to either Party prior to termination.

15.      PUBLICITY

         Neither Party shall advertise or publish any information related to
         this Agreement without the prior approval of the other Party, except
         that EOI may publish its appointment as contractor and the value of the
         Agreement.

16.      NOTICES

         All written notices required by this Agreement shall be furnished by
         hand delivery, registered post, telefax or electronic mail to the
         following addresses:

         If to EOI:

         17 Amal St., Afek Industrial Park, Rosh Ha'ayin 48092 Israel

         If to Partner:

         8 Amal St., Afek Industrial Park, Rosh Ha'ayin 48103 Israel

         All notices shall be confirmed and become effective only on receipt.

         Either Party may change its address by a notice to the other Party in
         the manner set forth above.

17.      LANGUAGE

         The English language shall be the language to be used in all documents
         and correspondence related to the execution of this Agreement.

18.      ASSIGNMENT

18.1     Subject to Sub-Clauses 18.3 and 18.4, neither party shall assign,
         either in whole or in part, this Agreement or any of its rights, duties
         or obligations thereunder to any person or entity, use it as capital to
         establish a company or any entity, or set up an association with
         another entity for its fulfillment, without prior express written
         approval of the other party.

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18.2     Notwithstanding any conditions under which either party ("Consentor")
         may, at its sole discretion, grant its approval, to any assignment by
         the other party ("Assignor") Assignor shall remain a guarantor to the
         Consentor of the performance in accordance with this Agreement and all
         applicable laws, of the assigned, or delegated duties and obligations.

18.3     Partner may assign all or part of the benefit of this Agreement
         (including this right of assignment) to:

         a     its lenders or financial investors and to any person upon the
               exercise of a power of sale by such lender or financial investor.

         b     a purchaser of the business of Partner or part of that business;
               or

         c     any affiliate of Partner.

         Partner shall give prior notice of any assignment to EOI but
         shall not be required to seek the prior consent of EOI to that
         assignment.

18.4     EOI may assign all or part of the benefit of this Agreement to a member
         of the Ericsson Group, provided that EOI shall continue to be
         responsible for its obligations under this Agreement.

19.      SUBCONTRACTING

19.1     EOI may appoint Sub-contractors to execute any part of the Services
         subject to the following.

19.2     EOI must obtain the prior written approval of Partner to the identity
         of that Sub-contractor and the general terms of the Sub-contract
         (prices and fees will not be disclosed), Such approval not to be
         unreasonably withheld, and provided that such approval shall not be
         required in relation to the appointment of a member of the Ericsson
         Group as Sub-contractor provided further that EOI shall in any event be
         responsible for any act or omission of such Sub-contractor and the acts
         of such Sub-contractor shall be deemed to be acts of EOI for the
         purpose of this Agreement.

19.3     The Sub-contractor must enter into a written undertaking with Partner
         on terms reasonably acceptable to Partner if required by Partner.

19.4     EOI shall indemnify Partner and keep Partner indemnified against any
         claim by a Sub-contractor of EOI arising out of the execution of any
         part of the Services or arising out of this Agreement or the
         termination of this Agreement other than to the extent caused by the
         default of Partner. Sub-Clauses 12.5 and 12.6 shall not apply to this
         indemnity and this indemnity shall not be limited by that Clause
         provided however that this indemnity is subject to the following:

         a     that without delay Partner informs EOI in writing of any such
               claim and gives EOI a reasonable opportunity to elect by notice
               in writing to Partner to defend or settle the claim (the
               "Election"). Partner may require that EOI shall give to Partner
               reasonable security for the payment by EOI of amounts due by EOI
               under this Clause as a

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               condition of the Election. If EOI makes such an Election, and
               subject to the grant of reasonable security as aforesaid, Partner
               will refrain from acting on account of such claims without the
               previous approval of EOI in writing (which approval may not be
               unreasonably withheld or delayed);

         b     that Partner promptly informs the EOI in writing if legal action
               is taken on account of such claim and if EOI has made the
               Election, subject to the grant of reasonable security as referred
               to above, that EOI shall have full authority to the extent
               permitted by law to defend or settle the same through its
               counsel;

         c     that if EOI makes the Election, and subject to the grant of
               reasonable security as referred to above, EOI is informed of all
               circumstances which may be of relevance in the legal action taken
               and Partner refrains from all steps in any legal action which may
               prejudice EOI and which Partner is permitted by law to refrain
               from taking.

         d     In case EOI fails to act promptly against such claims or actions
               once it makes the Election, subject to the grant of reasonable
               security as referred to above, Partner shall have the right to
               take appropriate legal action and shall be repaid any expenses in
               so doing, including but not limited to the realisation of the
               reasonable security referred to above. If EOI exercises the
               Election, it shall keep Partner reasonably informed of the status
               of the claim and proceedings relating to the claim from time to
               time and shall provide Partner with documents and information
               reasonably requested relating to the same.

19.5     Each Party shall be liable to the other Party for the acts or omissions
         of its Sub-contractors and shall indemnify the other party and keep the
         other party indemnified from and against any and all claims, actions,
         proceedings, losses, liabilities and expenses arising from such acts or
         omissions.

20.      ENTIRE AGREEMENT

         This Agreement constitutes the entire agreement between the Parties
         with respect to the subject matter hereof and supersedes all previous
         negotiations, proposals, commitments, writings, oral statements, and
         understanding of any nature whatsoever concerning the subject matter
         hereof.

21.      HEADINGS

         The headings in this Agreement are inserted for convenience and
         identification only and are not intended to describe, interpret,
         define, or limit the scope, extent, or intent of this Agreement or any
         provisions hereof.

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22.      SEVERABILITY

         If any of the terms and conditions of this Agreement should be or
         become unenforceable for any cause or reason whatsoever, ensuing lack
         of enforceability shall not affect the other provisions hereof and in
         such event, the Parties shall endeavour to forthwith substitute said
         unenforceable provisions with new enforceable ones. The contents of the
         new provisions shall, to the utmost possible extent, closely correspond
         to the legal and commercial contents of the old terms and conditions.

23.      GOVERNING LAW AND DISPUTE RESOLUTION

23.1     This Agreement shall be governed by and construed in accordance with
         the substantive laws of Israel.

23.2     All disputes, differences or questions between the Parties with respect
         to any matter arising out of or relating to this Agreement shall be
         finally settled under the Rules of Arbitration of the International
         Chamber of Commerce, in Tel Aviv, Israel, by three (3) arbitrators
         appointed in accordance with the said Rules ("the Arbitrators") and the
         proceedings shall be conducted in the English language, or such other
         language the Parties agree on.

         The Arbitrators shall not be bound by the rules of evidence or
         procedure in conducting any arbitration hereunder, but shall have to
         provide the Parties with a reasoned opinion in writing. The parties
         shall bear equally the costs of such arbitration, unless otherwise
         determined by the Arbitrators.

23.3     The Arbitrator's determination shall be conclusive and binding upon the
         parties. All awards may if necessary be enforced by any court having
         jurisdiction in the same manner as a judgement in such court. This
         Clause 23 shall constitute an arbitration agreement and shall survive
         any termination of this Agreement.

23.4     EOI shall procure from each of its Subcontractors, their consent and
         agreement to be bound by the foregoing arbitration agreement, and to
         participate as a party at any such proceedings upon demand by the EOI
         or Partner.

23.5     Disclosure of any Confidential Information in the course of arbitral
         proceedings shall not derogate from either Party's confidentiality
         obligations. Such Confidential Information shall continue to be
         Confidential Information, subject to the Parties confidentiality
         obligations. The Parties undertake and agree that all arbitral
         proceedings conducted under this Article, and the results thereof,
         shall be kept strictly confidential in accordance with their
         confidentiality obligations.

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24       WAIVERS AND REMEDIES

         No failure or delay on the part of either Party in exercising any
         right, power or remedy hereunder, shall operate as a waiver of any such
         right, remedy or power. Any approval or consent given by either Party,
         shall not constitute a binding precedent or create any operative custom
         between the Parties, nor constitute acceptance by that Party of any
         liability with respect to the subject-matter of such approval or
         consent, except as expressly sated herein. Any amendment of this
         Agreement, and any waiver on the part of any Party of any provision of
         this Agreement, shall be effective only if expressly made in writing,
         in accordance with the terms hereof.

25       AMENDMENTS

         No provision of this Agreement may be amended, modified, waived,
         discharged or terminated, otherwise than by the express written
         agreement of the Parties.

26       SURVIVAL

         Provisions contained in this Agreement that are expressed or by their
         sense and context are intended to survive the expiration or termination
         of this Agreement shall survive the expiration or termination of this
         Agreement.

         This Agreement has been duly signed by the Parties in two (2) originals
         of which the Parties have taken one (1) each.

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                          For and on behalf of:

                          Partner Communications Company Limited    "Partner"

                          ______________________________            Signature
                          ______________________________            Name Printed
                          ______________________________            Position
                          ______________________________            Date

                          For and on behalf of:

                          LM Ericsson Israel Ltd.                   "EOI"

                          ______________________________            Signature
                          ______________________________            Name Printed
                          ______________________________            Position
                          ______________________________            Date