<PAGE>
                                                                EXHIBIT 4.(a).48
(ORANGE LOGO)
(PARTNER COMMUNICATIONS COMPANY LTD. LOGO)



                               PURCHASE AGREEMENT

                                     BETWEEN

                       PARTNER COMMUNICATIONS COMPANY LTD.

                                       AND

                NORTEL NETWORKS ISRAEL (SALES AND MARKETING) LTD.

                               FOR THE SUPPLY OF A
                            3G UMTS NETWORK AND OTHER
                          TELECOMMUNICATIONS SYSTEMS,
                         EQUIPMENT AND RELATED SERVICES



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<PAGE>
                                      -2-


(ORANGE LOGO)
(PARTNER COMMUNICATIONS COMPANY LTD. LOGO)



                             - Table of Contents -


<TABLE>
<S>                                                                           <C>
1.    Preamble.............................................................    6


2.    Definitions and Interpretation.......................................    6


   2.1     Definitions.....................................................    6


   2.2     Interpretation..................................................    7


3.    Commencement.........................................................    8


4.    Scope of Agreement...................................................    8


5.    Interoperability and Cooperation.....................................    9


6.    Forecasts and Purchase Orders........................................   13


   6.1     Forecast........................................................   13


   6.2     Purchase Orders.................................................   14


7.    Supplier's Warranties and Representations............................   15


8.    Delivery and Time Table..............................................   21


9.    Installation Site - Information and Access...........................   21


10.   Acceptance Procedure.................................................   22


11.   Title and Risk.......................................................   22


12.   Suspension...........................................................   23


13.   Project Plan Delays or Advances......................................   24


   13.1    Supplier's Delay Notices........................................   24


   13.2    Partner's Delay Notice..........................................   25


   13.3    ................................................................   25


   13.4    Advance Notice..................................................   25


14.   Liquidated Damages...................................................   27


   14.1    Liquidated Damages for Delays...................................   27


   14.2    Liquidated Damages for Performance..............................   28


   14.3    General Provisions..............................................   28


15.   Price................................................................   28


16.   Payments and Invoices................................................   29
</TABLE>


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(ORANGE LOGO)
(PARTNER COMMUNICATIONS COMPANY LTD. LOGO)


<TABLE>
<S>                                                                           <C>
17.   Taxes, Duties and Levies.............................................   29


18.   Records Keeping......................................................   30


19.   Right of Setoff......................................................   30


20.   Supplier's Employees and Agents......................................   30


21.   Non-Disruption of the Existing System................................   31


22.   Project Plan.........................................................   31


23.   Project Management...................................................   32


24.   Obligations of Partner...............................................   33


25.   Design Authority.....................................................   33


26.   Documentation and Access to Work and Data............................   33


27.   Information Provided by Partner......................................   34


28.   Use of Software......................................................   35


29.   Intellectual Property Rights.........................................   35


   29.1    Network Design..................................................   35


   29.2    Intellectual Property Rights in Materials Provided by Partner...   36


   29.3    Bespoken Software and Joint Developments........................   36


   29.4    Documentation Intellectual Property Rights......................   36


30.   Source Code..........................................................   36


31.   Support and Maintenance..............................................   36


32.   Training.............................................................   37


33.   Update to Equipment and Services.....................................   37


34.   Changes and Variations...............................................   37


35.   Loss and Damage Indemnity and Liability..............................   39


   35.1    General Indemnity and Liability.................................   39


   35.2    Third Parties Rights - Indemnity and Liability..................   39


   35.3    Limitation of Liability.........................................   42


   35.4    Remedial Measures...............................................   43


36.   Bank Guarantee.......................................................   44


37.   Parent Company Letter of Undertaking.................................   46


38.   Insurance............................................................   47


39.   Subcontracting.......................................................   47
</TABLE>


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<PAGE>
                                      -4-


(ORANGE LOGO)
(PARTNER COMMUNICATIONS COMPANY LTD. LOGO)


<TABLE>
<S>                                                                           <C>
40.   Assignment...........................................................   49


41.   Confidentiality......................................................   49


42.   Force Majeure........................................................   51


43.   Partner's Right of Termination.......................................   53


   43.1    Termination for Convenience.....................................   53


   43.2    Termination For Cause...........................................   53

44.   Supplier's Right of Termination......................................   56


45.   Legal and Industry Standards.........................................   56


46.   Data Protection......................................................   57


47.   Publicity............................................................   57


48.   No Partnership, Agency etc...........................................   57


49.   Entire Agreement.....................................................   58


50.   Amendments...........................................................   58


51.   Waiver...............................................................   58


52.   Severability.........................................................   59


53.   Survival.............................................................   59


54.   Notices..............................................................   59


55.   Dispute Resolution...................................................   60


56.   Governing Law........................................................   60


57.   Further Assurances...................................................   61


58.   Future Purchase......................................................   61
</TABLE>



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                                      -5-


(ORANGE LOGO)
(PARTNER COMMUNICATIONS COMPANY LTD. LOGO)


                                 LIST OF ANNEXES

1.    ANNEX "A"    -     Project Definition and System Scenarios;
      ---------

2.    ANNEX "B"    -     Responsibility of Parties;
      ---------

3.    ANNEX "C"    -     System Specifications;
      ---------

4.    ANNEX "D"    -     Training;
      ---------

5.    ANNEX "E"    -     Quality Assurance;
      ---------

6.    ANNEX "F"    -     Acceptance Procedure;
      ---------

7.    ANNEX "G"    -     Documentation;
      ---------

8.    ANNEX "H"    -     Test Bed and Tools;
      ---------

9.    ANNEX "I"    -     Price List (that includes pricing and discount notes as
      ---------          well as pricing books (bill of materials));

10.   ANNEX "J"    -     Project Plan;
      ---------

11.   ANNEX "K"    -     System Description;
      ---------

12.   ANNEX "M"    -     List of defined Terms and abbreviations.
      ---------


                               LIST OF APPENDIXES

1.    APPENDIX "1"     -       Three way NDA;

2.    APPENDIX "2"     -       Software License Agreement;

3.    APPENDIX "3"     -       Support and Maintenance Agreement;

4.    APPENDIX "4"     -       Bank Guarantee;

5.    APPENDIX "5"     -       Parent Company Letter of Undertaking;

6.    APPENDIX "6"     -       Insurance Requirement.


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<PAGE>
                                      -6-


(ORANGE LOGO)
(PARTNER COMMUNICATIONS COMPANY LTD. LOGO)


This Agreement for the supply of telecommunications systems, network, equipment
and related services, is entered into by and between PARTNER COMMUNICATIONS
COMPANY LTD., a corporation organized and existing under the laws of the state
of Israel, with offices at 8 Amal St., Afek Industrial Park, Rosh Ha'ayin,
Israel ("Partner") and NORTEL NETWORKS ISRAEL (SALES AND MARKETING) LTD., a
corporation organized and existing under the laws of the state of Israel, with
offices at Hayarden St. Airport City 70151, Israel P.O. Box 266, Ben-Gurion
Airport, Israel ("Supplier") (each a "Party" and together the "Parties").

1.          PREAMBLE

WHEREAS:

1.1.1.1     Partner operates, at the time of signature of this Agreement, the
            Existing System and, in addition, wishes to establish, implement and
            operate a 3G UMTS Network and provide various advanced
            telecommunication services, on a commercial basis, utilizing such 3G
            UMTS Network; and

1.1.1.2     Partner wishes to have an option, exercisable at Partner's sole
            discretion, to gradually converge the Existing System into the 3G
            UMTS Network, within a time frame and in such manner as Partner
            shall deem fit, at its sole discretion, and the Supplier has
            committed to provide Partner with such option; and

1.1.1.3     To that end, Partner has issued a RFP for the supply of the
            Equipment and the System, for the provision of the Services and for
            the performance of the Works; and

1.1.1.4     In response to the said RFP, the Supplier has submitted a firm and
            binding commercial and technical proposal, as amended, in which the
            Supplier represented, warranted and declared that it is willing and
            able to provide Partner with the System, supply the Equipment,
            render the Services, provide maintenance and support services,
            perform the Works, and, if and to the extent required by Partner,
            implement the Convergence of the Existing System into the 3G UMTS
            Network, all in accordance with the terms and conditions of this
            Agreement; and

1.1.1.5     Based on the Supplier's said proposal, Partner now wishes to confirm
            the appointment of the Supplier, on a non-exclusive basis, for the
            supply of the Equipment and the System, for the provision of the
            Services and for the performance of the Works and, at Partner's
            option, the Convergence, all as specified in this Agreement, and the
            Supplier has agreed to provide and carry out all of the foregoing,
            subject to and in accordance with the terms and conditions of this
            Agreement.

2.          DEFINITIONS AND INTERPRETATION

2.1         DEFINITIONS

2.1.1.1     Capitalized terms used in this Agreement shall have the meaning
            attributed to them in the List of Defined Terms.


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(ORANGE LOGO)
(PARTNER COMMUNICATIONS COMPANY LTD. LOGO)


2.2         INTERPRETATION

2.2.1.1     The following rules of interpretation apply to this Agreement unless
            the context requires otherwise:

            a.    The section headings and captions to the Clauses in this
                  Agreement are inserted for convenience of reference only and
                  shall not be considered a part of, or affect the construction
                  or interpretation of, this Agreement.

            b.    The singular includes the plural and conversely.

            c.    A gender includes all genders.

            d.    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.

            e.    Any reference to this Agreement, Appendices or Annexes shall
                  mean such Agreement, Appendices or Annexes as the same shall
                  have been amended, supplemented or updated from time to time
                  in accordance with this Agreement.

            f.    A reference to a person includes a body corporate, firm, an
                  unincorporated body or other entity and, to the extent
                  applicable, conversely.

            g.    A reference to a right or obligation of any two or more
                  persons confers that right, or imposes that obligation, as the
                  case may be, jointly and severally.

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

            i.    A provision of law is a reference to that provision as amended
                  or re-enacted.

            j.    Unless a contrary indication appears, a time of day is a
                  reference to Israeli time.

            k.    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.

            l.    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.

            m.    Notwithstanding any provision to the contrary in this
                  Agreement and/or in any applicable law, in the case of any
                  inconsistency between any provision of an Annex, Appendix,
                  Exhibit or Schedule hereto and any provision of this
                  Agreement, the provision of this Agreement shall prevail. In
                  the case of any inconsistency between any provision of an
                  Appendix to the Agreement and any other Annex, the provisions
                  of the Appendixes shall prevail. In the case of any
                  inconsistency between any provision of an Annex to the
                  provision of an Appendix thereto, the provision of the
                  relevant Annex shall prevail. In the case of any inconsistency
                  between any provision of an Annex to the provisions of another
                  Annex, the order of precedence and priority shall be as
                  follows -


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(ORANGE LOGO)
(PARTNER COMMUNICATIONS COMPANY LTD. LOGO)


                      1.  Annex "M" - List of Defined Terms and abbreviations;

                      2.  Annex "F" - Acceptance Procedure;
                      3.  Annex "J" - Project Plan;
                      4.  Annex "B" - Responsibility of Parties;
                      5.  Annex "A" - Project Definition and System Definitions;
                      6.  Annex "I" - Price List;
                      7.  Annex "C" - System Specifications;
                      8.  Annex "H" - Test Bed and Tools;
                      9.  Annex "D" - Training;
                      10. Annex "G" - Documentation;
                      11. Annex "E" - Quality Assurance;
                      12. Annex "K" - System Description.

3.          COMMENCEMENT

3.1.1.1     This Agreement shall enter into force on the date of signature
            hereof by both parties (the "Effective Date"). Notwithstanding the
            aforesaid, Partner may, at its sole discretion, suspend the
            effective entry into force of this Agreement for a defined period of
            time, with no liability towards the Supplier.

4.          SCOPE OF AGREEMENT

4.1.1.1     The Supplier shall, on a non-exclusive basis, supply the Equipment
            and the System, provide the Services and perform the Works, all as
            specified in this Agreement. To remove any doubt it is clarified
            that Partner may, at its sole and exclusive discretion and at any
            time whatsoever, whether during a Turn Key Phase or Call Off Phase,
            hire any other supplier for the provision of any works, services or
            equipment, of any kind whatsoever.

4.1.1.2     Subject to Partner's right to determine otherwise and instruct the
            Supplier accordingly, as specified in Clause 4.1.1.3 below, the
            System, all Equipment supplied and Services and Works rendered and
            performed under this Agreement during Phases [*], shall be delivered
            on a Turnkey basis, in accordance with the provisions of this
            Agreement.

4.1.1.3     Notwithstanding the aforesaid, any purchase of Equipment and/or
            Services, following Milestones [*] shall be made on a Call-Off
            basis, unless Partner elects, at its sole discretion, to purchase
            any Equipment and/or Services, at any time, on a Turn Key basis, in
            which case the Supplier shall fully comply with such election made
            by Partner, following delivery by Partner of a 30 days prior written
            notice to that effect. Further, Partner is entitled, at its sole
            discretion, to advance the commencement of any Works, Services
            and/or the provision by the Supplier of any Equipment and/or
            Services, and request the Supplier to perform any such Works and/or
            Services and to provide any Equipment and/or Services in parallel
            and simultaneously with Milestones [*] by serving the Supplier with
            a [*] notice to that effect (with regard of Equipment A) or [*]
            notice to that effect (with regard of Equipment B or Turn-Key) to
            that effect. The new Lead Times shall not be


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*     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.


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                                      -9-


(ORANGE LOGO)
(PARTNER COMMUNICATIONS COMPANY LTD. LOGO)


            shorter nor longer than the applicable minimal Lead Times set in
            Annex J for the delivery of Equipment and/or the provision of Works
            and/or Services, as the case may be. [*]

            Subject only to the aforesaid, the Supplier hereby waives any
            objection, claim or demand in connection with any determination by
            Partner to purchase any Equipment and/or Services, at any time, or
            to advance the commencement of any Works, Services and/or the
            provision by the Supplier of any Equipment and/or Services, and/or a
            request that the Supplier shall perform any such Works and/or
            Services and/or provide any Equipment and/or Services in parallel
            and simultaneously with Milestones [*].

4.1.1.4     Unless specified expressly otherwise, the provisions of this
            Agreement shall apply to both Turn Key and Call-Off Phases, mutatis
            mutandis.

5.          INTEROPERABILITY AND COOPERATION

5.1.1.1     The Supplier undertakes that it shall, in accordance with the
            provisions of the Agreement, and at its sole cost and expense,
            perform any task and take any action necessary, including, without
            limitations, providing Partner with full, complete, unrestricted
            access to (a) [*] (i) between the System, any System Element, part
            of the System, Equipment or any item or component of the System and
            any part, element, item, product, sub system, service, software,
            application, enabling platform or component of the Existing System
            and any and all PSTNs and any and all of the Terminals (UE) referred
            to in Sub Clause 7.1.1.4(c) below. Such Interoperability,
            Integration, compatibility, interconnection and/or interface of the
            System with the Existing System shall, inter alia, result in full
            and complete transparency between the System, any System Element,
            part of the System, Equipment or any item or component of the System
            and any part, element, item, product, sub system, service, software,
            application, enabling platform or component of the Existing System
            and any and all PSTNs and any and all of the Terminals (UE) referred
            to in Sub Clause 7.1.1.4(c) below, and shall be implemented by the
            Supplier, at its sole cost and expense, either directly through
            standard interfaces or indirectly through an intermediary
            interfacing device, irrespective of whether or not, such direct or
            indirect Interoperability, Integration, compatibility,
            interconnection and/or interface of the System with the Existing
            System is 3GPP supported. It is further agreed that any indirect
            Interoperability, Integration, compatibility, interconnection and/or
            interface of the System with the Existing System through an
            intermediary interfacing device, shall only be made after the
            Supplier has convinced Partner in the absolute necessity of such
            intermediary interfacing device and Partner has approved such
            implementation in advance and in writing, and (ii) between the
            System, any System Element, part of the System, Equipment or any
            item or component of the System including, without limitations,
            Terminals (UE) (with


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      respect to the omitted portions.


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                                      -10-


(ORANGE LOGO)
(PARTNER COMMUNICATIONS COMPANY LTD. LOGO)


            regard to Terminals (UE) - it is agreed that such Terminals (UE)
            shall have to successfully pass certain relevant, reasonable test
            procedures in Supplier's IOT laboratories that apply to all
            handsets), and any other System Element, part of the System,
            Equipment or any item or component thereof, and (iii) between the
            System, any System Element, part of the System, Equipment or any
            item, product, sub system, service, software, application, enabling
            platform or component of the System and any part, product,
            equipment, system, element, service, application, enabling platform,
            item or component provided by any third party vendor supplier and/or
            manufacturer, including, without limitations, of Terminals (UE)
            (beyond the initial Terminals (UE) referred to in Clauses 5.1.1.2
            and 7.1.1.4(c) below, that are not a part of the Existing System (a
            "New Product") in accordance with the provisions of Clause 5.1.1.4.

            [*]

5.1.1.2     [*]

            It is agreed that the performance of IOT Test for such types of
            Terminal (UE) requested by Partner [*] is subject only to the
            following: (i) the prior written consent of the relevant
            manufacturer of the proposed Terminal (UE), (ii) to the extent
            actually required by the relevant manufacturer, the signature of an
            NDA between Partner and the relevant manufacturer, and (iii) the
            relevant Terminal (UE) being reasonably mature for IOT purposes.

            Without derogating from any of the Supplier's obligations to perform
            IOT tests and Integration of any Terminals (UE), it is agreed that
            only for purposes of Integration of the Terminal (UE) with the
            System and in order to enable the Supplier to perform the
            Integration within the agreed time table, as set forth above,
            Partner shall obtain the consent of the relevant manufacturer to
            reasonably cooperate with Partner and the Supplier to the full
            extent necessary to enable the Integration of the Terminal (UE) with
            the System (including, without limitation, if and to the extent
            reasonably necessary, have the required personnel on site to perform
            the relevant Integration, together with the Supplier).

5.1.1.3     [*]

5.1.1.4     The Interoperability, Integration, interconnection, compatibility
            and/or interface between the System and any New Product set forth in
            Sub Clauses 5.1.1.1(iii), 5.1.1.2 and 5.1.1.3 above shall, inter
            alia, result in full and complete transparency between the System,
            any System Element, part of the System, Equipment or any item or
            component of the System and any such New Product and shall be
            implemented by the Supplier, [*] irrespective of whether or not,
            such direct or indirect Interoperability, Integration,
            compatibility, interconnection


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      with the Commission. Confidential treatment has been requested with
      respect to the omitted portions.


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                                      -11-


(ORANGE LOGO)
(PARTNER COMMUNICATIONS COMPANY LTD. LOGO)


            and/or interface of the System with any such New Product is 3GPP
            supported in accordance with the provisions of the two next
            paragraphs below.

            The relevant New Product shall be tested in a laboratory of Partner
            and/or in the IOT laboratory of the Supplier, as shall be determined
            by the Supplier, after consulting with Partner, in order to
            ascertain whether the Interoperability, Integration interconnection,
            compatibility and/or interface between the System and the relevant
            New Product, [*] can be made directly through standard interface or
            indirectly through an intermediary interfacing device. Partner
            reserves the right, at Partner's sole discretion and at the
            reasonable costs and expenses of the Supplier (excluding traveling
            and accommodation), to be present and to actively and equally
            participate in any such IOT laboratory tests carried out on any New
            Product, and the Supplier shall confirm to Partner by giving
            fourteen (14) working days prior notice in writing of the
            commencement of any such IOT laboratory tests so that Partner can
            make the necessary arrangements for its representative or nominee to
            be present and participate, unless it is unequivocally demonstrated
            by the Supplier, supported by written evidence, that the mere
            presence of Partner at such IOT laboratory tests is in material
            breach of the then official, generally available, international
            rules of the interoperability forum, which breach cannot be resolved
            by means of execution of an NDA, etc. The New Product shall be so
            tested, [*], in accordance with the Supplier's standard, reasonable
            test procedures, determined in accordance with generally accepted
            tests in the industry, provided however that such tests comply with
            generally available, international requirements pertaining to 3GPP,
            that are applicable worldwide. The Parties shall discuss the tests
            proposed by the Supplier and the Supplier shall seriously consider
            any comment, request and amendment that Partner may have, it is
            being agreed that, in any event, Partner may add any test to those
            proposed by the Supplier and the Supplier undertakes to perform any
            such additional tests as may be requested by Partner, save only for
            such tests that are required by Partner, the performance of which
            can be unequivocally demonstrated by the Supplier, supported by
            written evidence, to be in breach of the then official, generally
            available, international rules of the interoperability forum.

            Notwithstanding the foregoing, the Supplier undertakes that,
            regardless of any disagreement between the Supplier and Partner
            pertaining to the tests to be performed in connection with the
            relevant New Product and/or to the location in which such tests
            shall be performed, the Supplier shall (i) perform any required
            tests whatsoever, and (ii) if the New Product does not pass the
            relevant test procedures, the Supplier shall, immediately upon
            delivery of a notice from Partner to that effect, perform any task
            and take any action necessary to ensure full, timely and complete
            Interoperability, Integration, compatibility, interconnection and/or
            interface between the System and any such New Product


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      respect to the omitted portions.


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                                      -12-


(ORANGE LOGO)
(PARTNER COMMUNICATIONS COMPANY LTD. LOGO)


            as referred to in Clause 5.1.1.1 above, in which case the Supplier
            shall be entitled to such payment as shall be agreed upon between
            the Parties, only to the extent that the failure to pass the
            relevant test procedures resulted wholly and exclusively from the
            fact that the relevant New Product had a non-standard API, (iii) If
            the New Product passes the relevant test procedures, the Supplier
            shall, immediately upon delivery of a notice from Partner to that
            effect, perform and implement, any Interoperability,
            interconnections, Integration, compatibility and/or interfaces
            required between the System, any System Element, part of the System,
            Equipment or any item, product, sub system, service, software,
            application, enabling platform or component of the System and the
            New Product as referred to in this Clause 5.1.1.1 above, [*]. In the
            event the Parties' respective Project managers shall be unable to
            reach an understanding and agreement with respect of the extent of
            such payment, referred to above, than the issue shall be dealt with
            in accordance with the provisions and procedure set forth in Clause
            34 and 55 below.

            Notwithstanding any provision to the contrary, for purposes of this
            Clause 5 and for purposes of the performance of any
            Interoperability, compatibility, Integration, interconnections
            and/or interfaces by the Supplier, the Existing System shall include
            any and all systems, sub-systems, equipment, hardware, software,
            service, application enabling platform, product element, item and/or
            component as set forth in Annex C-17 and in Annex C-17 (1), [*].
            Notwithstanding any provision to the contrary, for purposes of the
            performance of any Interoperability, compatibility, Integration,
            interconnections and/or interfaces by the Supplier with regard to
            any New Product in accordance with Clause 5, including, without
            limitation, any Terminal (UE), the Existing System shall mean the
            Existing System, as defined in Annex M.

            Subject to all of the aforesaid in this Clause 5 above, any
            Interoperability, compatibility, Integration, interconnection and/or
            interface shall be implemented and performed in accordance with the
            specifications, requirements and provisions of Annexes C10, C13,
            Annex F and Appendix F1 of Annex F.

5.1.1.5     Supplier shall fully cooperate with any third party that Partner may
            stipulate from time to time. Such stipulation shall be made by
            Partner, inter alia, in order to ensure full and timely compliance
            of the Supplier with any and all of the Supplier's undertakings,
            obligations, warranties and representations in this Agreement,
            including, without limitation, to such pertaining to
            Interoperability, interconnections, compatibility, Integration and
            interfaces set forth in Clause 5.1.1.1. Partner shall make
            commercially reasonable efforts to ensure the cooperation of such
            third parties with Supplier (and, if and to the extent Partner has
            enforceable contractual rights to request certain third party to
            co-operate, as aforesaid, Partner shall make commercially reasonable
            efforts to invoke such


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(ORANGE LOGO)
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            rights). Supplier shall not be responsible for a delay in the
            implementation of the said interoperability, interconnections,
            compatibility, Integration and interfaces, only if and to the extent
            that such delay is clearly attributed, wholly and exclusively, to
            the relevant third party.

5.1.1.6     The cooperation set forth in Clause 5 shall include, without
            limitation, the disclosure of all relevant information and, where
            such information is of a confidential nature, such disclosure shall
            be subject to the provisions of the non-disclosure agreement that
            shall be executed between the Supplier and the relevant third
            parties, in the form attached hereto and marked as Appendix 1.

5.1.1.7     [*]

6.          FORECASTS AND PURCHASE ORDERS

6.1         FORECAST

6.1.1.1     With respect to the Call-Off Phase only, [*], Partner shall make
            reasonable efforts to submit to Supplier a forecast covering [*] of
            Partner's estimated purchase requirements [*]. For the avoidance of
            doubt, it is clarified that such forecasts shall be made in good
            faith for planning purposes only, and shall not be binding on
            Partner in any way, manner or respect whatsoever, and the Supplier
            hereby expressly waives any claim or demand in connection with such
            non-binding forecast.


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(ORANGE LOGO)
(PARTNER COMMUNICATIONS COMPANY LTD. LOGO)


6.2         PURCHASE ORDERS

6.2.1.1     With respect of both Turn Key and Call-Off Phases, any purchases, if
            and to the extent made by Partner under this Agreement, shall be
            made only pursuant to issuance by Partner of a written or electronic
            Purchase Order, signed, or (in the case of electronic transmission)
            sent by its authorized representative, indicating the required
            Equipment, Services or Works, and the quantity, unit price, total
            purchase price, delivery instructions, requested delivery dates and
            any other applicable instructions in connection thereof, as Partner
            may deem fit, in accordance with any of the relevant provisions of
            this Agreement.

6.2.1.2     For the avoidance of doubt, it is clarified that Partner is under no
            obligation to issue any Purchase Order and it is further clarified
            that only a Purchase Order duly executed by Partner's authorized
            representative shall constitute a commitment to purchase on the part
            of Partner, under this Agreement. Partner shall keep updated with
            the Supplier a list of its authorized representatives.

6.2.1.3     A Purchase Order duly executed by Partner's authorized
            representative shall be effective and binding on the Supplier as of
            the date it was received by the Supplier in accordance with and
            subject to the provisions pertaining to notices, as set forth in
            Clause 54 of this Agreement. Without derogating from the provisions
            of this Clause 6.2.1.3 and Clause 6.2.1.4 below, the Supplier shall
            confirm, in writing, receipt of each Purchase Order within 48 hours
            of receipt of the same. To remove any doubt, it is clarified that
            neither the effectiveness and the binding effect of a Purchase Order
            sent by Partner, as aforesaid, nor the Supplier's obligation to
            comply with any such Purchase Order shall be effected by the absence
            of such confirmation and/or by the content of any such confirmation.

6.2.1.4     [*]

6.2.1.5     The Supplier undertakes to provide, supply, perform and render the
            System, Equipment, Services and Works ordered pursuant to any and
            all Purchase Orders, in strict compliance with the terms of each
            Purchase Order, as well as the terms of this Agreement.

6.2.1.6     [*]

6.2.1.7     [*]

6.2.1.8     For purposes of lead times in accordance with the Project Plan
            and/or Agreement Milestones, in the event of an increase of volume
            of Equipment or Services ordered by modification or change of a
            Purchase Order the additional Equipment and/or Services ordered,
            will be deemed a separate Purchase Order.


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(ORANGE LOGO)
(PARTNER COMMUNICATIONS COMPANY LTD. LOGO)


7.          SUPPLIER'S WARRANTIES AND REPRESENTATIONS

7.1.1.1     Without limiting any other warranties or undertakings contained in
            this Agreement and/or in any applicable law, and in addition to any
            such warranties or undertakings, the Supplier warrants and
            undertakes to Partner that:

            a.    The System and each item of the Equipment delivered under this
                  Agreement, as the case may be, shall, in any and all respects,
                  conform to, perform in accordance with, have all the features
                  and functionalities and otherwise meet any and all of the
                  System Performance Requirements, Specifications, System
                  Description, and any and all other requirements which the
                  System and/or Equipment, as the case may be, must comply with
                  as set out in this Agreement;

            b.    The System, and each item of the Equipment, delivered under
                  this Agreement, as the case may be, shall be properly and
                  completely planned, designed, dimensioned, supplied,
                  delivered, installed, integrated, optimized, commissioned,
                  tested, interfaced, interconnected, maintained and supported,
                  in accordance with any and all of the provisions and
                  requirements of this Agreement and shall be, at all times,
                  fully compatible with and supported by, [*], and shall operate
                  and function during the entire Warranty Period free from any
                  defects or flaws; [*]

            c.    The System, Part of System and each item of Equipment,
                  supplied under this Agreement, will be new (save for certain
                  equipment that was actually provided by the Supplier to
                  Partner pursuant to a certain loan agreement pertaining to
                  part of the Test Bed equipment executed between the Parties
                  prior to the execution of this Agreement), compatible,
                  interfaced and integrated with every other item of the System,
                  the Existing System, any and all PSTNs and any and all of
                  their systems, sub-systems and equipment and any third party's
                  system, infrastructure, equipment and/or software, whether
                  existing or not (it is being agreed that regarding such new
                  third party's system, infrastructure, equipment and/or
                  software that does not currently exist, the Warranties set
                  forth in this Sub Clause 7.1.1.1c) shall be fully effective
                  and binding on the Supplier if such new third party's system,
                  meets the requirements pertaining to Interoperability with the
                  relevant New Product as set forth in Clause 5.1.1.1) with
                  which it has to interconnect and interface, in accordance with
                  the applicable provisions and requirements of this Agreement,
                  thus ensuring that the System, as a whole, shall perform and
                  function in accordance with the purpose for which the System
                  is designated and acquired for and in accordance with any and
                  all of the applicable provisions and requirements of this
                  Agreement;

            d.    The Software does not contain any Viruses (For purposes of
                  this Agreement - "Virus" means "any code which effect is to
                  disrupt, disable, harm, or other


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(ORANGE LOGO)
(PARTNER COMMUNICATIONS COMPANY LTD. LOGO)


            wise impede in any manner whatsoever, including aesthetic
            disruptions or distortions, the operation of the Software, or any
            other associated hardware, software, firmware, computer system or
            network, or would disable the Software or impair in any way its
            operation based on the elapsing of a period of time, exceeding an
            authorized number of copies, advancement to a particular date or
            other numeral, or that would permit the Supplier or any other person
            to access the Software to cause such disablement or impairment, or
            which contains any other similar harmful, malicious, or hidden
            procedures, routines or mechanisms which would cause such programs
            to cease functioning or to damage or corrupt data, storage media,
            programs, equipment or communications, or otherwise interfere with
            operations. The definition of "Virus" includes, without limitations,
            computer programs commonly referred to as worms or Trojan horses".

            e.    The media on which the Software is provided will be free from
                  any defects in workmanship and materials during normal use;

            f.    All the Services provided under this Agreement shall conform
                  in design, performance and materials to all of the applicable
                  provisions and requirements of this Agreement and shall be
                  free from any and all defects in design, material, performance
                  or workmanship and be of the most suitable grade and quality
                  for the purpose intended.

7.1.1.2     The above warranties, as well as any and all other warranties,
            representations and undertakings (expressed and implied) included
            elsewhere in this Agreement and/or apply by virtue of any applicable
            law (collectively the "Warranties" and individually a "Warranty")
            shall continue to apply notwithstanding any acceptance of all or
            part of the Services, Works, Equipment, the System or any part
            thereof, or payment for the same by Partner.

7.1.1.3     Partner shall be entitled, at any time during the Warranty Period
            (as defined below) and irrespective of prior inspections or
            Acceptance, to put the Supplier on notice with respect of any part
            of the System, the Equipment or Services not conforming to any of
            the Warranties set forth in Clause 7.1.1.1 and/or the terms and
            conditions of this Agreement, in which case Partner shall be
            entitled to require that the Supplier, at its own cost, shall
            correct or replace such part of the System, Equipment, or Services,
            with conforming items or re-render the relevant Service, as the case
            may be, thus ensuring that they conform to any of the above
            Warranties and/or the terms and conditions of this Agreement. The
            Supplier shall do so promptly after notification by Partner in
            accordance with the provisions of the Maintenance Agreement.

            The Supplier undertakes to correct or replace any defective part of
            the System, item of Equipment or Service, as the case may be, in
            accordance with the provisions of the Maintenance Agreement. In the
            event that the Supplier does not correct or replace any defective
            part of the System, item of Equipment or Service, as aforesaid,
            Partner may, by agreement or otherwise, correct or


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(ORANGE LOGO)
(PARTNER COMMUNICATIONS COMPANY LTD. LOGO)


            replace such defective part of the System, Equipment or Service, as
            the case may be, and recover the cost thereof from the Supplier.

            If, after notification of a default to the Supplier, the Supplier
            did not promptly correct or replace the non-conforming part of the
            System, the Equipment or Services, as the case may be, to the full
            satisfaction of Partner, in accordance with the provisions of the
            Maintenance Agreement, Partner may elect not to require correction
            or replacement of such defective part of the System, Equipment or
            Service, as the case may be, and in such event, the Supplier, if
            required by Partner, shall refund such portion of the relevant
            payments made or, with regard to those that are yet to be made
            Partner shall set off the relevant portion from any payment to which
            the Supplier is or may be entitled, pertaining to such defective
            part of the System, Equipment or Service, as the case may be, as is
            equitable in the circumstances. In default of agreement between the
            parties as to such equitable refund by the supplier to Partner, the
            extent of such refund shall be determined in accordance with the
            provisions of Clause 55.

            [*]


            The Warranties, representations, undertakings, Warranty Period and
            any correction mechanism set forth in the Agreement, shall be
            without prejudice and in addition to any other rights and remedies
            available to Partner under this Agreement and/or under any
            applicable law. Without limiting the foregoing, the Supplier's
            Warranties, representations and undertakings shall continue to apply
            to any new, corrected or replaced items, components and elements for
            the same period, as the original period, [*].

7.1.1.4     Representations. Without limiting any other Warranties,
            representations, warranties or undertakings contained in this
            Agreement and/or in any applicable law and in addition to any such
            representations, warranties or undertakings, the Supplier represents
            and undertakes to Partner as follows:

            a.    It has good and valid title, and, with respect to any
                  Intellectual Property Right, legally enforceable right and
                  power to grant Partner all of the required rights, licenses
                  and/or sub-licenses, as applicable, with regard to any and all
                  of the System, Equipment, Documentation and Services delivered
                  to Partner under this Agreement and that it shall deliver to
                  Partner such good title and/or any such rights, licenses and
                  sub-licenses free of any lien, pledge, encumbrance, mortgage,
                  or any other charge or right whatsoever of any third party,
                  except for certain rights of third parties who grant licenses
                  to the Supplier (provided however that the existence of such
                  third parties' rights does not derogate from any of Partner's
                  rights under the Agreement nor from any of the Supplier's
                  obligations);


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(ORANGE LOGO)
(PARTNER COMMUNICATIONS COMPANY LTD. LOGO)


            b.    All Works and Services provided under this Agreement shall be
                  performed in a skillful and workmanlike manner, in accordance
                  with all of the applicable provisions and requirements of this
                  Agreement;

            c.    [*]

            d.    [*] Without derogating from the foregoing, in the event that
                  the Supplier or any applicable licensor provides, supplies or
                  otherwise makes available any upgrade and/or update version,
                  release or model, as the case may be, that were not made
                  generally available, the Supplier shall offer the same to
                  Partner and the provisions of Clause 33 of this Agreement
                  shall apply;

            e.    The System, Software and each item of Equipment supplied under
                  this Agreement will be Date Compliant (for the purpose of this
                  Agreement, "Date Compliant" means, that neither the
                  performance nor functionality of any of the Software, the
                  System, any item of Equipment or any part of the foregoing, is
                  affected by dates and in particular -

                  (I)   No value for any current date will cause any
                        interruption in operation;

                  (II)  Date-based functionality will behave for all dates;

                  (III) In all interfaces and data storage, the century in any
                        date will be specified either explicitly or by
                        unambiguous algorithms or inferencing rules; and

                  (IV)  All relevant years (including 2004 and 2008) will be
                        recognized as leap years.

            f.    It is a highly competent professional supplier with broad
                  experience and knowledge and with outstanding degree of
                  expertise and skill in the field of wireless
                  telecommunications and that it is well qualified and has
                  adequate personnel to perform the Services and the Works; it
                  is familiar with and shall perform the Services and Works in
                  accordance with the most recent and international standards;

            g.    It has familiarized itself with the general nature and general
                  location where the Services and Works are to be rendered and
                  performed, as well as with all other general conditions and
                  circumstances in the Territory, which may affect its ability
                  to perform its obligations and undertaking under this
                  Agreement, and hereby expressly waives any claim in this
                  regard;

            h.    It shall conduct itself so as to maintain, to the full extent
                  required in connection with any and all of its obligations
                  under this Agreement, professional relations with all
                  carriers, telecommunication operators, property owners and
                  occupiers and local and government authorities in the
                  performance of its obligations under the Agreement.


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(ORANGE LOGO)
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            i.    It has, and shall maintain during the Term, all the financial
                  resources to comply with all of its obligations and
                  undertakings under this Purchase Agreement;

            j.    The System, System Element, Part of System and each item of
                  Equipment, supplied under this Agreement, shall be, at all
                  times, fully Interoperable, compatible, interfaced,
                  interconnected and Integrated with the Existing System and
                  with any and all PSTNs, thus ensuring that the System, as a
                  whole, shall perform and function in accordance with any and
                  all of the applicable provisions and requirements of this
                  Agreement, all in accordance with the provisions of Clause 5
                  above;

            k.    [*];

            l.    It is duly incorporated (and shall so remain for as long as
                  this Agreement is effective) and validly existing under the
                  laws of the State of Israel, and has full corporate power and
                  authority to execute and deliver this Agreement and any other
                  agreement, document and instrument which are ancillary hereto
                  and to consummate the transactions contemplated hereby and
                  thereby.

7.1.1.5     Shipping, freight warehousing and insurance charges, in respect of
            Warranty Claims shall be incurred solely by the Supplier.

7.1.1.6     Without limiting any other warranties, representations or
            undertakings contained in this Agreement and/or in any applicable
            law and in addition to any such representations, warranties or
            undertakings, the Supplier warrants, represents and undertakes to
            Partner that any one of the [*] - is a true, accurate and complete
            description of the level and scope of features, configuration,
            criteria, requirements, performances, functionalities and
            capabilities pertaining to the [*], thus ensuring that the System,
            any System Element, Part of the System and any relevant Equipment,
            shall (i) have, and shall comply with, any and all of the
            performances, functionalities, features, criteria, requirements,
            configuration and capabilities set forth in the Agreement, and (ii)
            perform and function in accordance with the purpose for which the
            System is designated and acquired and in accordance with any and all
            of the applicable provisions and requirements of this Agreement; all
            - by using such amount of capacity and Equipment that does not
            exceed those specified in the Output Report and, at the same time,
            meet and comply with the [*], in accordance with the provisions of
            this Section.

            The verification of whether the Supplier complies with any and all
            of its representations, warranties and undertakings pertaining to
            the [*], as set forth above, shall be made in accordance with the
            following two documents -

            (a)   [*]; and


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(ORANGE LOGO)
(PARTNER COMMUNICATIONS COMPANY LTD. LOGO)


            (b)   [*]

            [*]

            In the event that Partner wishes to add new additional tests that
            are clearly not covered under any of the [*], the Parties shall
            negotiate, in good faith, the manner, scope and method of performing
            such requested new additional tests and the Supplier shall make best
            efforts to perform any such requested tests. In the event that the
            Parties cannot reach an agreement with regard to the manner, scope
            and/or method of performing such requested new additional tests, the
            matter shall be resolved in accordance with the provisions of Clause
            55.

            [*]

7.1.1.7     For the avoidance of doubt it is clarified that any and all of the
            Warranties, declarations and representations set forth in this
            Agreement, shall continue to apply and be valid and effective, at
            all times, notwithstanding the limitations of any applicable law. In
            terms of correcting any non-compliance with the relevant Warranty,
            such correction shall be made in accordance with the terms and
            conditions of the Maintenance Agreement. For all other losses and/or
            damages, the following provisions shall apply: without derogating
            from any other provision of this Agreement - for any loss and damage
            pertaining to non-compliance with a Warranty and provided that such
            non-compliance has resulted, directly and exclusively, from the lack
            of maintenance services by the Supplier, in circumstances where the
            Maintenance Agreement has lawfully expired or terminated (other than
            expiry and/or termination due to any act and/or omission of the
            Supplier and/or any of its officers, directors, representative,
            Sub-Contractors, employees, agents and affiliates), the Supplier
            shall not be liable for such loss and damage. For the avoidance of
            any doubt, it is clarified that without derogating from any other
            provision of this Agreement, for any loss and/or damage pertaining
            to non-compliance with a Warranty, that has not resulted, directly
            and exclusively, from the lack of maintenance by the Supplier, in
            circumstances where the Maintenance Agreement has lawfully expired
            or terminated (other than expiry and/or termination due to any act
            and/or omission of the Supplier and/or any of its officers,
            directors, representative, Sub-Contractors, employees, agents and
            affiliates), the Supplier shall be and remain fully liable and
            responsible, regardless of whether or not the Maintenance Agreement
            is effective.

            For the avoidance of doubt, it is clarified that, in any event,
            during the Warranty Period the Supplier shall be and remain fully
            liable and responsible for any and all loss and/or damage and/or
            non-compliances with any Warranty, regardless of whether or not the
            Maintenance Agreement is effective.


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(ORANGE LOGO)
(PARTNER COMMUNICATIONS COMPANY LTD. LOGO)


7.1.1.8     Notwithstanding any other provision to the contrary, in this
            Agreement and/or in any applicable law and notwithstanding any
            provision regarding limitation of liability, pursuant to this
            Agreement and/or any applicable law, to remove any doubt, [*].
            Without derogating from the foregoing, the Supplier may raise any
            claims of defense with regard of the mere existence of the relevant
            liability and/or its extent.

8.          DELIVERY AND TIME TABLE

8.1.1.1     Delivery shall be [*], it is being understood that Partner shall not
            export the Equipment without having first obtained a written
            clearance and/or license from the USA or Canada or Europe
            authorities, if and to the extent such clearance and license are
            required under their respective export regulations.

8.1.1.2     The times set for the delivery of the System, any item of Equipment,
            completion of Services and Works and achievement of any Agreement
            Milestone in accordance with the Project Plan and all other
            applicable terms, provisions and requirements of this Agreement are
            of the essence of this Agreement.

8.1.1.3     With respect of the Call-Off Phase, the delivery of Software that is
            intended to be installed and commissioned by Partner shall be deemed
            to have occurred for the purpose of this Agreement when it is
            supplied in such manner and repair condition that enables its
            installation and commissioning by Partner but without prejudice to,
            or forfeiture of, Partner's rights under Clause 10.

9.          INSTALLATION SITE - INFORMATION AND ACCESS

9.1.1.1     Partner shall make best efforts to provide the Supplier with such
            relevant information that is actually possessed and reasonably
            accessible by Partner concerning the Site and/or Existing System as
            present installed on the Site (whenever applicable).

9.1.1.2     The Supplier shall give Partner two weeks notice before commencing
            work on each Site, and shall name those employees and
            sub-contractors designated by the Supplier to perform Works on each
            Site and requiring access to such Sites.

9.1.1.3     Subject to the provisions of Clause 9.1.1.2 above, and subject
            further to the applicable provisions of Clause 21 below, the
            Supplier shall be afforded reasonable access to installation Sites,
            if and to the extent Partner shall deem it necessary for the purpose
            of performing Works and Services hereunder, with prior coordination
            with Partner and the owner of the relevant Site, it being understood
            that such access may be restricted at times due to applicable
            by-laws and regulations and shall at all times be subject to
            Partner's security and other relevant requirements and instructions
            relating to the performance of work on Sites. In the event of a
            delay in providing the Supplier with reasonable access, as
            aforesaid, which delay is clearly, directly and exclusively
            attributed to

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(ORANGE LOGO)
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            Partner and/or clearly, directly and exclusively attributed to the
            owner of the relevant site and/or a third party without any
            connection of any kind whatsoever, directly and/or indirectly, to
            the Supplier, and provided, at all times, that the Supplier, after
            taking all necessary actions and measures to obtain such access,
            cannot have such access, the Supplier shall be granted an extension
            to perform such obligation, the fulfillment of which was prevented
            wholly and exclusively as a direct result of the said delay, which
            extension shall be for a period not exceeding the period of the
            actual said delay, provided however that the provisions of this
            Clause 9.1.1.3 shall not derogate from or prejudice any of the
            Supplier's obligations, save only for such certain limited
            derogation stemming, directly and exclusively, from such delay.

9.1.1.4     To the extent required by Partner, the Supplier shall use existing
            Sites, serving the Existing System, for installation of Equipment
            designated to serve the 3G UMTS Network.

10.         ACCEPTANCE PROCEDURE

10.1.1.1    The Acceptance Procedure of the Turn-Key Phase, any Milestone, the
            System, any part of the System, each and every item of Equipment
            and/or any of the Services, supplied, delivered and rendered under
            this Agreement during both Turn Key Phases and Call-Off Phases shall
            be in accordance with the provisions of Annex F and all other
            applicable provisions of this Agreement.

11.         TITLE AND RISK

11.1.1.1    The Supplier warrants to Partner that (i) it has, and (ii) it will
            have on the date the title is actually transferred to Partner in
            accordance with the provisions of this Agreement (the "Transfer
            Date"), and (iii) it will deliver on the Transfer Date, good title
            to the System, Equipment and all Services and Works, supplied,
            delivered or rendered under this Agreement, free, clean and clear
            from any claim, lien, pledge, mortgage, security, interest or other
            encumbrances, or any rights of whatever nature of any third party
            whatsoever, including, but not by way of limitation, those arising
            out of the performance of any of the Supplier's obligations under
            this Agreement ("Clean, Full Unrestricted Title"). The Supplier
            further warrants to Partner that with respect to any Intellectual
            Property Right, it has legally enforceable right and power to grant
            Partner all of the required rights, licenses and/or sub-licenses, as
            applicable, with regard to any and all of the System, Equipment,
            Documentation and Services delivered to Partner under this Agreement
            and that it shall deliver to Partner such good title and/or any such
            rights, licenses and sub-licenses free of any lien, pledge,
            encumbrance, mortgage, or any other charge or right whatsoever of
            any third party, except for certain rights of third parties who
            grant licenses to the Supplier (provided however that the existence
            of such third parties' rights does not derogate from any of
            Partner's rights under the Agreement nor from any of the Supplier's
            obligations).


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11.1.1.2    Transfer of Title. Clean, Full Unrestricted Title pertaining to any
            item of Hardware (other than Equipment B) provided during any Turn
            Key Phase or Milestone and/or provided as an Equipment A, during the
            Call Off Phase, shall pass to Partner upon payment of the full
            amount to which the Supplier shall be entitled in connection with
            the relevant Hardware, in accordance with and subject to the
            provisions of this Agreement, for such item of Hardware. [*]

11.1.1.3    Transfer of Risk.

            1.    Transfer of risk during Turn Key Phase. Risk pertaining to any
                  item of Hardware provided during any Turn Key Phase or
                  Milestone, shall pass to Partner upon [*].

            2.    Transfer of risk pertaining to Equipment A. Risk pertaining to
                  items of Hardware provided as an Equipment A shall pass to
                  Partner [*] provided however that nothing in the transfer of
                  the risk to Partner shall derogate, diminish nor prejudice
                  from any of the Supplier's responsibilities, liabilities,
                  obligations and undertakings under this Agreement and/or under
                  any applicable law.

            3.    Transfer of risk pertaining to Equipment B. Risk to any item
                  of Hardware provided as an Equipment B during the Call Off
                  Phase shall pass to Partner upon [*].

11.1.1.4    In the event that any item of Equipment is returned to the Supplier
            for remedy of any fault, non-compliance, or non-performance, as the
            case may be, risk of loss or damage to that item of Equipment shall
            pass to the Supplier at the point of dispatch and shall pass back to
            Partner, in accordance with the provisions of Clause 11.1.1.2 above,
            mutatis mutandis.

11.1.1.5    Title and/or rights in Software, as the case may be, are subject to
            the provisions of Clause 28 and the Software License Agreement.

11.1.1.6    Partner is entitled to pledge, charge, assign by way of charge, or
            grant any mortgage, lien, encumbrance or other security interest or
            other third party rights, in respect of any of Partner's benefit,
            rights, title and interest in or arising in connection with the
            Equipment or Work or this Agreement, in favor of any financial
            institution. In the event that any of the said dispositions are made
            by Partner before the title is transferred to Partner in accordance
            with the provisions of this Agreement, such disposition shall be
            subject to the then applicable valid rights of the Supplier in the
            relevant Equipment.

12.         SUSPENSION

12.1.1.1    Partner may issue, at any time and for any reason, a written notice
            to the Supplier to stop work (a - "Stop Work Notice"). In such event
            all works in progress shall be halted and, subject to the provisions
            of Clauses 12.1.1.2 and

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            13 below, the Agreement Milestones shall be delayed respectively
            (the "Suspension"). A Stop Work Notice and the Suspension made by
            virtue thereof shall be valid and effective for a period of up to
            [*] from the delivery of the Stop Work Notice (the "Suspension
            Period"). Notwithstanding the foregoing, Partner is entitled, at its
            sole discretion, to terminate the Suspension at any time. Upon the
            expiry of the entire Suspension Period, each Party may terminate the
            Agreement by serving the other Party with a written notice to that
            effect.

12.1.1.2    Following receipt of a Stop Work Notice, the Supplier shall maintain
            readiness to resume delivery of the System and fulfillment of any
            and all of its obligations under the Agreement, within [*] following
            delivery of written notice by Partner to that effect.

12.1.1.3    Subject to the provisions of Clause 12.1.1.1, Partner may, at any
            time, and at its sole discretion, suspend the whole or any part of
            the Works or suspend for a further period the whole or part of the
            Works and Services already suspended. Partner must notify the
            Supplier of any proposed suspension indicating the relevant
            suspension period.

13.         PROJECT PLAN DELAYS OR ADVANCES

13.1        SUPPLIER'S DELAY NOTICES

13.1.1.1    In the event that the Supplier becomes aware that its progress in
            delivering any item of Equipment and/or in providing any of the
            Works and/or Services and/or in achieving any of the Agreement
            Milestones, is being, or is likely to be, delayed (for whatever
            reason), so that it may not meet any one or more of its obligations
            under this Agreement, then the Supplier shall immediately serve
            Partner with a written notice to that effect (a "Supplier's Delay
            Notice") specifying the relevant circumstances causing such delay.
            The serving of such Supplier's Delay Notice shall not, prejudice
            and/or derogate, in any way whatsoever, from any of Partner's rights
            under this Agreement, including, without limitation, Partner's
            rights under Clause 14 below.

13.1.1.2    The Supplier undertakes to take any and all necessary actions in
            order to make sure that the Supplier's Delay Notice shall, as soon
            as possible and without any delay:

            a.    Identify the cause or causes of the delay;

            b.    State whether, and to what extent, the delay is, or is
                  expected to be, caused by an event of Force Majeure;

            c.    Provide details of the delay and its expected duration;

            d.    Identify clearly which of the Project Plan dates and/or
                  Agreement Milestones are to be affected and the extent to
                  which they are to be affected; and

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(ORANGE LOGO)
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            e.    Identify as far as possible the extent to which the
                  fulfillment by the Supplier of the relevant obligations under
                  this Agreement will be delayed by the relevant delay.

13.1.1.3    After the Supplier has served Partner with a Supplier's Delay
            Notice, the Parties shall meet with a view to agree on how best to
            overcome the circumstances and with the aim of ensuring that the
            relevant obligations of the Supplier are performed within the
            relevant time frames allotted for it.

13.1.1.4    The Supplier shall provide Partner periodically (and at least on a
            weekly basis) with updated information in relation to the matters
            referred to in this Clause 13.1 above.

13.2        PARTNER'S DELAY NOTICE

13.2.1.1    [*]

13.2.1.2    Without derogating from the provisions of Clause 13.2.1.1 and
            without derogating from the Supplier's obligation to fully comply
            with any Partner's Delay Notice, in the event that partner issues
            a Partner's Delay Notice and the delay set forth in such Partner's
            Delay Notice is material and significant, the Supplier may be
            entitled to certain reimbursement for certain reasonable, direct,
            actual and accurate costs, if any, that can be clearly demonstrated
            by the Supplier, supported by written evidence, to have been
            actually incurred by the Supplier, directly and exclusively as a
            result of the relevant delay, provided however that the Supplier
            shall be entitled to said reimbursement only if and to the extent
            that the said cost were actually incurred by it, as aforesaid, and
            provided further that such delay results in a material increase in
            the quantities, scope, model or functionality or implementation time
            for the System and the delay materially increases the Supplier's
            cost of provision of the Works and Services as advanced under this
            Agreement, and provided further the Supplier has taken any and all
            necessary measures and endeavors to mitigate and minimize, to the
            full extent, any costs and expenses that may result from the
            relevant delay.

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(ORANGE LOGO)
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13.3        Partner shall also, at any time and at its sole discretion, be
            entitled to instruct the Supplier, by written notice to that effect,
            to revert back to the original provisions of the Project Plan, to
            the extent that such reversion is reasonably possible without
            incurring any liability whatsoever towards the Supplier in
            connection with such instruction. Upon receipt of Partner's
            instruction notice to revert back to the provisions of the original
            Project Plan, the Supplier shall immediately take all necessary
            actions that are required in order to implement the same, taking
            into account time considerations.

13.4        ADVANCE NOTICE

13.4.1.1    Partner shall be entitled to require the Supplier to advance the
            Project Plan and/or the commencement and/or fulfillment of any
            Agreement Milestones and/or any of the Works pertaining to the
            delivery of the System, Equipment and/or the rendition of Services,
            as the case may be. In such eventuality, Partner shall serve the
            Supplier with a written notice to that effect (an "Advance Notice").

13.4.1.2    The Advance Notice shall specify those lead times and/or Agreement
            Milestones that Partner wishes to advance and the new requested Lead
            Times and Agreement Milestones, which for all intents and purposes
            be incorporated into the Project Plan. Such new Lead Times shall not
            be shorter than the applicable minimal Lead Times set forth in Annex
            J.

13.4.1.3    To remove any doubt, it is clarified that in any event, the Supplier
            shall be bound to fully comply with any such request by Partner to
            advance the Project Plan and with the new applicable lead times and
            Agreement Milestone in accordance with the provisions of the
            relevant Advance Notice in accordance with the following provisions.

13.4.1.4    Immediately following receipt of any Advance Notice, and in any
            event by no later than seven days after the receipt thereof, the
            Supplier shall notify Partner in writing of such changes that need
            to be made in the applicable Prices (whether by way of decrease or
            increase of the Prices), as a consequence of the requested Advance
            Notice.

13.4.1.5    If the parties shall agree in writing on the proposed change in the
            Price, the Supplier shall commence with the performance of the
            requested Advance Notice, immediately upon delivery of Purchase
            order by Partner.

13.4.1.6    If no agreement is reached between the Parties regarding the change
            of the applicable Prices, Partner shall be entitled to direct the
            Supplier to proceed with the Advance Notice and the Supplier shall
            submit to Partner a written statement of price adjustment, supported
            by evidence as appropriate, and including a breakdown of labor,
            materials or other items, provided however that the prices stated by
            Supplier for any item of additional Equipment shall not exceed any
            of the prices quoted for such Equipment as applicable to the
            relevant Phase. A claim by the Supplier, as aforesaid, shall be
            deemed waived unless such statement is submitted within forty-five
            (45) days of the date of the receipt by the Supplier of the Advance
            Notice.


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13.4.1.7    If the parties fail to reach agreement on the change of the relevant
            Prices, Partner shall pay the Supplier the undisputed portion of the
            adjusted price, in accordance with and subject to the payments terms
            provisions of the Agreement and the disputed portion of the adjusted
            price shall be determined in accordance with Clause 55. Nothing in
            this Sub-Clause shall relieve the Supplier of its obligation to
            proceed promptly with the implementation of any Advance Notice and
            finalize the same within the time-table set forth in the Advance
            Notice.

13.4.1.8    The Supplier acknowledges that any Advance Notice will not result in
            any change to the System Description and/or Specification and/or any
            of the performance requirements set forth in the Agreement. The
            Supplier further acknowledges that any Advance Notice will not
            result in a change to the Phase Price or Purchase Order Price, as
            the case may be, payable under this Agreement if there is no
            material increase in the quantities, scope, model or functionality
            or implementation time for the System and the change does not
            materially increase the Supplier's cost of provision of the Works
            and Services as advanced under this Agreement.

13.4.1.9    The Supplier undertakes that, notwithstanding anything to the
            contrary in this Agreement and notwithstanding whether or not the
            Parties have reached any agreement regarding issues of price, cost
            or expenses, if and to the extent applicable, the Supplier shall,
            immediately upon delivery of a notice from Partner to that effect,
            proceed with the provisions of any Stop Work Notice, Advance Notice
            or Partner's Delay Notice, as the case may be, and fully comply with
            any and all of the provisions thereof.

14.         LIQUIDATED DAMAGES

14.1        LIQUIDATED DAMAGES FOR DELAYS

14.1.1.1    The Supplier shall perform or procure the performance, as the case
            may be, of each and all of its obligations, undertakings and
            responsibilities under this Agreement, on the relevant Project Plan
            Date and/or Agreement Milestone and/or Lead Time for any such
            obligation, as the case may be, time being of the essence.

14.1.1.2    To the extent that any of the Supplier's obligations under this
            Agreement is not delivered or performed in accordance with this
            Agreement by the relevant Agreement Milestone and/or Lead Time, as
            the case may be, then the Supplier shall not be entitled to any
            extension of that Agreement Milestone and/or Lead Time, as the case
            may be, other than if that delay is solely and exclusively due to an
            event of Force Majeure, as defined in Clause 42 below or in the
            event that it is clear that the delay is solely and exclusively due
            to Partner's breach of its obligations under this Agreement that
            relate to the relevant event (provided however that, in any event,
            the Supplier has, at all times, complied with its entire obligations
            under this Agreement in relation to that event).


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(ORANGE LOGO)
(PARTNER COMMUNICATIONS COMPANY LTD. LOGO)


14.1.1.3    [*]

14.1.1.4    [*]

14.1.1.5    [*]

14.1.1.6    [*]

14.1.1.7    [*]

14.1.1.8    In the event of delayed achievement of an Agreement Milestone, the
            Supplier shall take the required remedial action to minimize the
            delay. Notwithstanding the aforesaid, 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
            achievement of an Agreement Milestone.

14.2        LIQUIDATED DAMAGES FOR PERFORMANCE

14.2.1.1    [*]

14.2.1.2    [*]

14.2.1.3    Definitions

            [*]

14.2.1.4    [*]

14.2.1.5    [*]

14.2.1.6    [*]

14.2.1.7    [*]

14.3        GENERAL PROVISIONS

14.3.1.1    Any amount required to be refunded or credited back to the Supplier
            or disregarded under the foregoing provisions shall not be taken
            into account for the purpose of calculating the maximum Liquidated
            Damages entitlement of Partner with respect to any Phase under this
            Clause 14.

14.3.1.2    The Parties recognize and agree that the Liquidated Damages are
            reasonable pre-estimates of the damage which may be incurred by
            Partner, taking into account all the relevant information available
            at the time of execution of this

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*     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.


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(ORANGE LOGO)
(PARTNER COMMUNICATIONS COMPANY LTD. LOGO)


            Agreement and that such sums are liquidated damages and in no way
            are to be considered as penalties.

14.3.1.3    The payment of Liquidated Damages shall not relieve the Supplier
            from the obligation to provide the Works in accordance with this
            Agreement.

14.3.1.4    The provisions of this Agreement and/or any applicable law
            concerning limitation on liability shall not apply to Liquidated
            Damages and such Liquidated Damages shall not be excluded or limited
            by Clause 35.

15.         PRICE

15.1.1.1    For the full and timely completion by the Supplier with any and all
            of its obligations under this Agreement, inter alia, those
            pertaining to the full and complete supply of the System, delivery
            of Equipment and rendition of Services and Works, the Supplier shall
            be entitled to payment by Partner of the Phase Prices, in a Turn Key
            Phase or the Purchase Order Price in a Call-Off Phase, all in
            accordance with the applicable provisions of the Price List as
            specified in Annex I. Any non-compliance by the Supplier with any of
            its obligations, undertakings, representations and/or any warranties
            is and shall be subject to adjustments, reductions and/or set off,
            as provided for in this Agreement.

15.1.1.2    [*]

16.         PAYMENTS AND INVOICES

16.1.1.1    Partner shall pay the Supplier the relevant Phase Price, of a Turn
            Key Phase or Purchase Order Price during a Call-Off Phase, in
            accordance with the provisions of Annex I (Price List) and in
            accordance with the Payment Milestones as set forth below, and upon
            and subject to the achievement of the Agreement Milestones set out
            in Annex J.

16.1.1.2    Each Payment Milestone payable by Partner to the Supplier shall be
            paid, subject to the other terms and conditions of this Agreement,
            by Partner, as follows -

            (a)   TURN KEY PHASES

            [*]

            (b)   CALL OFF PHASE

            (i)   Equipment A

            [*]

            (ii)  Equipment B -

            [*]

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      respect to the omitted portions.


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(ORANGE LOGO)
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16.1.1.3    [*]

16.1.1.4    Payment shall be made by the means of electronic transfer to the
            account notified on the relevant invoice of the Supplier.

17.         TAXES, DUTIES AND LEVIES

17.1.1.1    [*]

17.1.1.2    The Supplier shall be solely and exclusively responsible for payment
            of all personal income tax for its personnel and any taxes imposed
            on Supplier's income, profits or revenues, by any competent
            authority under any jurisdiction whatsoever.

17.1.1.3    Partner shall be responsible for such income taxes, directly imposed
            on its income.

17.1.1.4    Partner shall pay VAT payable in the Territory in relation to the
            supply to Partner of the System, Equipment or Services, as the case
            may require, which VAT shall be specified by the Supplier in any
            invoice and shall be added to any payment made by Partner.

17.1.1.5    Should Partner be obliged to pay or withhold any amount with respect
            to any taxes or dues levied in any territory, for which the Supplier
            is responsible as stated above, then Partner may forward said
            payment or withholding to the relevant tax authorities and the
            Supplier shall forthwith pay such amount to Partner on demand, or,
            at Partner's discretion, such payment or withholding shall be set
            off from any payment payable by Partner under this Agreement.

17.1.1.6    The Supplier shall indemnify and hold Partner harmless for and
            against any damage, cost, expense or loss incurred by Partner in the
            event that Partner shall be required to pay any amount which under
            the provisions of this Clause 17 should have been paid by the
            Supplier.

18.         RECORDS KEEPING

18.1.1.1    The Supplier shall maintain such books, records, vouchers, accounts
            and supporting records of all payments and expenses with respect to
            the Equipment and the Services for a period of [*] from the date of
            their creation.

18.1.1.2    The Supplier shall use all reasonable endeavors to obtain access
            from its Subcontractors to such books, records, vouchers, accounts
            and supporting records of all such payments and expenses as may
            reasonably be required for the fulfillment of the Supplier's
            obligation in Clause 18.1.1.1 above.

19.         RIGHT OF SETOFF

19.1.1.1    Any amount and/or payment, of any kind whatsoever (including,
            without limitation, Liquidated Damages), payable, to be paid,
            credited or refunded or

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(ORANGE LOGO)
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            such that under the terms of this Agreement ought to be credited or
            refunded to Partner by the Supplier, may be deducted from any
            payments, of any kind whatsoever, due, or to become due, by Partner
            to the Supplier on any account and the Supplier shall not have any
            right, claim and/or demand in respect thereof.

20.         SUPPLIER'S EMPLOYEES AND AGENTS

20.1.1.1    The Supplier shall ensure that the staff it employs for purposes of
            this Agreement are suited in skill, expertise, experience, health
            and temperament for tasks, conditions and environment in which the
            Works and Services are to be carried out and that at least one
            member of such staff at each location where the Works and Services
            is taking place can converse fluently and competently discuss
            technical matters in English or Hebrew.

            The Supplier shall obtain and maintain, at its sole cost, all the
            required visas, work permits and other applicable licenses that may
            be needed for the Supplier's personnel to travel and stay in the
            Territory.

            The Supplier shall not hire, employ or otherwise engage any
            employee, consultant, material and/or non-negligible sub-contractor
            or other material third party in connection with this Agreement,
            unless it obtains Partner's prior written approval, which shall not
            be unreasonably withheld.

20.1.1.2    The Supplier shall identify prior to or within 7 days of the
            Effective Date, the individuals who are necessary for the successful
            performance of this Agreement ("Key Personnel" or "Key Person" as
            appropriate) and shall furnish Partner the curriculum vitae with a
            statement of qualifications and past experience, for each such Key
            Person, 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.

20.1.1.3    Key Personnel shall be subject to approval by Partner in advance and
            in writing, such approval not to be unreasonably withheld. Key
            Personnel approved by Partner shall not be removed from the
            performance of the Work without Partner's prior written consent (not
            to be unreasonably withheld or delayed), until Acceptance of the
            last Milestone, unless replaced with personnel of substantially
            equal qualifications and abilities, who are approved by Partner in
            advance and in writing. Partner may require from time to time that
            any Key Person be replaced by other persons approved by Partner
            under this Sub-Clause if Partner reasonably forms the opinion that
            such replacement will benefit the Works (which approval not to be
            unreasonably withheld or delayed). Nothing in this Clause 20 shall
            relieve the Supplier of any of its obligations or its responsibility
            for any acts or omissions of its Key Personnel under this Agreement.

20.1.1.4    Upon request from Partner, the Supplier shall remove any employee or
            agent of the Supplier engaged in the performance of this Agreement
            provided that such request is reasonable and that Partner has stated
            the reasons for such request.


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21.         NON-DISRUPTION OF THE EXISTING SYSTEM

21.1.1.1    The Supplier shall use all necessary endeavors and take all required
            measures and actions to ensure that the operation of the Existing
            System and the day to day operation of Partner is not disrupted, in
            any way and of any sort whatsoever, by the Supplier carrying out its
            obligations under this Agreement and the Supplier undertakes that it
            shall use all necessary endeavors and take all required measures to
            minimize, to the full extent, any inconvenience that may be caused,
            in any way and of any sort whatsoever, to Partner, its employees,
            agents or any other supplier or other person at the Partner's Sites.

22.         PROJECT PLAN

22.1.1.1    The Project Plan, which includes, inter alia, any and all Milestones
            and Agreement Milestones, shall be made in accordance with the
            applicable provisions of Annex J hereto.

23.         PROJECT MANAGEMENT

23.1.1.1    The Supplier shall act as project manager and shall be responsible
            for the full and complete provision and integration of the System
            and all items of the Equipment and of any other equipment that
            relates to the System and is provided by any third party, purchased
            by Partner, with each other and with the Existing System.

23.1.1.2    The Supplier shall be responsible for the direct co-ordination and
            co-operation with each of the said third parties, and shall keep
            Partner informed of any such co-ordination.

23.1.1.3    The Supplier shall carry out the Project Management Services in
            accordance with the provisions of Annex J. The Supplier shall
            exercise its own skill and judgment in carrying out all Services and
            Partner shall have no liability to the Supplier arising out of or in
            connection with those Services other than the obligation to pay for
            those Services as part of the overall Phase Price under this
            Agreement.

23.1.1.4    As part of the obligations of the Supplier under this Agreement, the
            Supplier shall be required to assist Partner as reasonably required
            in order to obtain those permits and approvals which are required by
            applicable law or regulation to be received by Partner for the
            construction, installation and operation of the System.


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24.         OBLIGATIONS OF PARTNER

24.1.1.1    Partner shall co-operate with the Supplier, in respect of the
            Supplier's implementation of the Project Plan, insofar as Partner
            will undertake the activities to be performed by Partner as
            specified in the Responsibility of Parties (Annex B).

            If and to the extent that Partner is in delay of such obligation
            [*].

25.         DESIGN AUTHORITY

25.1.1.1    The Supplier is and shall be fully and exclusively responsible for
            any design and configuration that the Supplier has suggested or
            made. The Supplier warrants that the System design is fit for its
            designated purposes in order for the System to meet the requirements
            of this Agreement. Without derogating from the foregoing, any design
            and configuration suggested or made by the Supplier is and shall be
            subject to Partner's prior written approval, it is being clarified
            that the grant and/or denial of any approval shall not impose any
            liability on Partner nor relieve the Supplier from any liability,
            responsibility and/or obligation under this Agreement.

25.1.1.2    All the Supplier design and configuration shall be submitted to
            Partner for approval. Any such design and configuration approval
            given by Partner shall not relieve the Supplier and/or constitute a
            waiver of any kind whatsoever of the Supplier's overall
            responsibilities, Warranties and/or any of its obligations under
            this Agreement and shall not be deemed to be acceptance of any part
            of the Works or Services to be performed by the Supplier under this
            Agreement.

25.1.1.3    Without limitation of and/or derogation from any of the aforesaid,
            and/or any other obligation of the Supplier under this Agreement,
            the Supplier expressly warrants that its Project Plan, Network
            Planning and design and the implementation thereof, shall fully
            comply with Partner requirements as set out in Annex A, Annex C, or
            anywhere else in this Agreement.

26.         DOCUMENTATION AND ACCESS TO WORK AND DATA

26.1.1.1    The, System, Equipment and the performance and results of any
            Services including data generated by or for the Supplier shall be
            subject to examination, evaluation and inspection by Partner at any
            of the Supplier's or its subcontractors' facilities at any
            reasonable time and on reasonable notice when Work in connection
            with this Agreement is progressing, subject to the terms of this
            Agreement as to confidentiality and reasonable prior written notice
            to the Supplier or its subcontractors, as the case may be.

26.1.1.2    Without derogating from any and all of the Supplier's obligations
            under the Agreement, but subject to existing contractual rights of
            Head Licensor, the Supplier shall make available to Partner, upon
            request, for examination,

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(ORANGE LOGO)
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            evaluation, inspection and copying, all documentation relating to
            the performance of the Work in connection with this Agreement,
            including technical data and information relative to the design and
            testing, including re-testing of any Equipment being furnished under
            this Agreement. The Supplier warrants and represents that there is
            no right, of any kind whatsoever, of any Head Licensor whatsoever
            that may prevent the Supplier from providing Partner with any and
            all documentation, technical data and information that Partner may
            require in connection with the System and any part thereof under the
            Agreement. The Supplier further warrants and represents that there
            is no right of any Head Licensor that may prevent the Supplier from
            complying with any and all of its obligations under this Agreement.

26.1.1.3    All Documentation generated under this Agreement including
            specification design, modification information, and updates to the
            Project Plan shall be delivered at both the Supplier's and Partner's
            premises so as to enable such information to be recorded, approved
            and distributed as required in accordance with the applicable
            provisions of this Agreement.

26.1.1.4    The Supplier shall use all necessary endeavors and take all
            reasonably required measures to that all material and non-negligible
            Sub-Contractors are required to comply with obligations
            substantially the same as those imposed on the Supplier under this
            Clause.

26.1.1.5    The Supplier shall, and shall procure that its Sub-Contractors
            shall, ensure that the Documentation supplied is adequate to enable
            Partner personnel trained in accordance with the applicable
            provisions of this Agreement to operate the System and Equipment
            and/or any part thereof.

27.         INFORMATION PROVIDED BY PARTNER

27.1.1.1    The Supplier 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.

27.1.1.2    If the notification from the Supplier that such information is not
            complete is not received by Partner within fourteen (14) days after
            dispatch by Partner of such data and information to the Supplier or
            within such further reasonable time-limit as may be granted by
            Partner at the request of the Supplier, any right of the Supplier
            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 be forfeited under
            this Agreement.

27.1.1.3    If and to the extent that certain technical information that was
            provided wholly and exclusively by Partner to the Supplier under
            this Agreement is found to be materially wrong, in circumstances
            where the Supplier has relied on such wrong information and as a
            direct and exclusive result of such reliance, the Supplier is
            compelled to incur additional material and significant costs, then,
            provided, at all times, that the Supplier has actually taken any and
            all necessary measures and


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            endeavors to mitigate and minimize, to the full extent, any such
            additional cost, the Supplier may be entitled to reimbursement of
            such limited, reasonable, actual, direct costs that are material and
            significant, if any, that can be unequivocally demonstrated by the
            Supplier, supported by written evidence, to have been actually
            incurred by the Supplier, directly and exclusively, as a result of
            reliance on such wrong information, provided however that the said
            provisions shall not derogate from or prejudice any of the
            Supplier's obligations. For the avoidance of doubt, it is clarified
            that the foregoing provisions of this Section set forth Partner's
            sole and exclusive liability and obligations, and the Supplier's
            sole and exclusive rights and remedies in connection with any wrong
            and/or inaccurate information provided by Partner. If and to the
            extent that the Parties do not agree on the amount of the
            reimbursement, any such disagreement shall be determined in
            accordance with the provisions of Clauses 34.1.1.10 and 55.

28.         USE OF SOFTWARE

28.1.1.1    Simultaneously with the signing of this Agreement, the Supplier and
            Partner shall execute a software license agreement regarding the use
            of Software and any parts thereof, including APIs, in the form set
            out in Appendix 2 of this Agreement (the "Software License
            Agreement"). As set forth in the Software License Agreement, the
            Supplier grants Partner a royalty-free, non-exclusive, irrevocable
            and perpetual license to use and maintain the Software and such
            license is deemed to be granted on the signature date of this
            Agreement and shall, subject only to a final judgment of a competent
            court that determines that Partner has materially breached the
            provisions of the Software License Agreement and is no longer
            entitled to use the Software, survive any termination and/or
            expiration of this Agreement and/or of the Software License
            Agreement. The Software and any part thereof, shall be supplied to
            Partner in a machine-readable form or any other form as may be
            agreed between the Parties.

            The said license shall expire in the event that a competent court
            determines in a final, non-appeallable judgment, that indeed such
            license has expired.

29.         INTELLECTUAL PROPERTY RIGHTS

29.1        NETWORK DESIGN

29.1.1.1    Partner shall own any and all of the Intellectual Property Rights in
            the design and dimensioning of the System, in the results of any
            related Network Planning, site planning and design work and
            Installation Site design work, in the modifications and amendments
            to such designs, the results of such modifications and amendments,
            including but not limited to interfaces to any system, sub-system
            and/or equipment forming part of the Existing System, and in the
            test records referred to in this Agreement (collectively - the
            "Network Design"). Partner is entitled to incorporate into any
            commercial product any of the Network Design of any kind, free of
            charge. The Supplier hereby assigns any and all rights, title, and
            interests (including, but not limited to, any copyright, patent,
            trade secret, trademark, show-how, know-how, moral rights, and any
            and all other intellectual


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(ORANGE LOGO)
(PARTNER COMMUNICATIONS COMPANY LTD. LOGO)


            property rights) that they may have in and to any and all of the
            Network Design, and any part thereof to Partner. Upon request by
            Partner, the Supplier will execute any document, registration or
            filing required to give effect to the foregoing assignment. Partner
            hereby grants the Supplier a non-exclusive, royalty free, license to
            use the Network Design for the sole purpose of providing Partner
            with the Services and complying with its obligations under the
            Agreement and only to the extent required to achieve such purpose.

29.2        INTELLECTUAL PROPERTY RIGHTS IN MATERIALS PROVIDED BY PARTNER

29.2.1.1    Ownership of any and all of Intellectual Property Rights in all
            materials provided by Partner to Supplier in connection with this
            Agreement, including but not limited to, the contents of any
            statement of requirements or performance description, shall remain
            vested in Partner.

29.3        BESPOKEN SOFTWARE AND JOINT DEVELOPMENTS

            [*]

29.4        DOCUMENTATION INTELLECTUAL PROPERTY RIGHTS

29.4.1.1    Supplier shall retain ownership of all Intellectual Property Rights
            in the Documentation provided by the Supplier. Supplier hereby
            grants to Partner a non-exclusive, irrevocable, royalty free,
            perpetual license to use and copy any element of such Documentation
            that is required by Partner to enable it to use, install, repair and
            maintain the System within the Territory.

30.         SOURCE CODE

30.1.1.1    [*]

31.         SUPPORT AND MAINTENANCE

31.1.1.1    The Supplier shall provide System support and maintenance in
            accordance with the provisions of Appendix 3, as follows:

31.1.1.2    During the entire Warranty Period, the Supplier shall provide
            support for the System to the service levels defined in the Support
            and Maintenance Agreement at no cost to Partner, and thereafter for
            the Price of the relevant Support and Maintenance Services that will
            be purchased, if at all, by Partner, as shall be determined by
            Partner at its sole discretion from time to time.

31.1.1.3    The Supplier shall maintain in the Territory sufficient personnel,
            material, Equipment, Spare Parts, Documentation and facilities to
            perform the Support and Maintenance Services specified under the
            terms and conditions of this Agreement and the Maintenance
            Agreement.

31.1.1.4    [*]

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(ORANGE LOGO)
(PARTNER COMMUNICATIONS COMPANY LTD. LOGO)


31.1.1.5    In the event that Partner acquires GSM, GPRS or UMTS compatible
            hardware or software from a third party for interface with the
            System, the Supplier shall provide assistance reasonably requested
            by Partner in order to facilitate the operation of such hardware or
            software with the System.

32.         TRAINING

32.1.1.1    The Supplier shall provide the Training on the terms specified in
            Annex D.

33.         UPDATE TO EQUIPMENT AND SERVICES

33.1.1.1    During the Term of this Agreement, the Supplier is obliged to
            provide in writing to Partner any information it has, immediately
            upon such information becoming available to the Supplier, in respect
            of updates, upgrades and/or modifications to the Software, Equipment
            and Services (including terminals) which have been, or are in the
            course of being, developed and/or implemented and/or tested and/or
            launched (whether or not as a GA) by the Supplier and/or any Related
            Entity and/or any third party with whom the Supplier has OEM
            arrangements and/or any other collaborative or co-operative
            arrangements and/or any one acting on their behalf and which could
            reasonably be perceived by Partner as an improvement to the System,
            Software, Equipment and/or the Services capable of being replaced
            and being otherwise interoperable with the System at Partner's
            request. With regard to any other third party (other than direct
            competitors of the Supplier) - the Supplier shall make best efforts,
            immediately upon such information becoming available to the
            Supplier, to provide Partner with the same.

33.1.1.2    Partner will decide whether to substitute any Equipment, Software
            and/or Services with any of the updated, upgraded and/or modified
            Equipment (provided that such are GA) and/or Services referred to in
            Clause 33.1.1.1 and Partner shall be entitled to exercise its rights
            under Clause 34 in respect thereof.

33.1.1.3    The Supplier shall, on an annual basis, provide Partner with the
            Supplier's internal timetable and Roadmap (including both PoR (plan
            of record) and PoI (plan of intent)) showing the timing and nature
            of planned updates and modifications to the System, Equipment or any
            part thereof and updates as soon as such timetable or Roadmap is
            available and reasonably complete from time to time, on a forecast
            basis. Said Roadmap shall also include pricing data, if available.

34.         CHANGES AND VARIATIONS

34.1.1.1    Partner may, at any time, by change proposal, request changes to be
            made to the performance and/or scope of this Agreement (a "Change
            Request"). The Supplier shall provide Partner with a written
            response to any such Change Request within 14 days after receipt
            thereof, and detail in such response the proposed schedule of all
            alterations which would need to be made in the performance of this
            Agreement in response to the Change Request and, if applicable, the
            alterations to be made in the fixed prices, as a consequence of


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(ORANGE LOGO)
(PARTNER COMMUNICATIONS COMPANY LTD. LOGO)


            such Change Request. Only a Change Request duly executed by
            Partner's authorized representative shall bind Partner, under this
            Agreement. Partner shall keep updated with the Supplier a list of
            its authorized representatives.

34.1.1.2    If the parties shall agree in writing on the implementation of the
            Change Request, including any adjustment to the overall Phase Price,
            or Purchase Order Price, as the case may be, to be made in respect
            thereof, the Supplier shall proceed therewith, as agreed.

34.1.1.3    [*]

34.1.1.4    [*]

34.1.1.5    In the event that the Supplier is of the opinion that the Change
            Request should not be implemented, on pure technical ground, it
            shall notify Partner in writing to that effect, in which notice the
            Supplier shall provide full, detailed explanations, specifying the
            exact reasons and reservations, including all technical, commercial
            and operational aspects, which led it to the conclusion that the
            Change Request should not be implemented and the consequences of
            implementation of the same. If Partner wishes to implement the
            Change Request, notwithstanding and regardless of the Supplier's
            recommendations and detailed explanations, the Supplier shall fully
            co-operate with Partner and take all necessary actions and measures
            in order to find the best technical solution that shall enable the
            implementation of the Change Request, as requested by Partner. In
            the event that following such co-operation the Supplier is still of
            the opinion that the Change Request should not be implemented in the
            manner requested by Partner and Partner decides, nevertheless, to
            implement such Change Request, the Supplier shall comply with such
            Change Request. In such eventuality, the Supplier shall not be
            responsible for such damages that have actually occurred and which
            were envisaged by the Supplier to result as a consequence of the
            implementation of the Change Request.

34.1.1.6    In the event that the Supplier cannot perform the Change Request, it
            shall notify Partner in writing to that effect, in which notice the
            Supplier shall provide full, detailed explanations, specifying the
            exact reasons, including all technical, commercial and operational
            aspects, which disable the Supplier from performing the Change
            Request.

34.1.1.7    The Supplier acknowledges that any change proposal requested by
            Partner will not result in a change to the Phase Price or Purchase
            Order Price, as the case may be, payable under this Agreement or a
            change to the System Description and/or Specification or a change to
            the Project Plan if there is no material increase in the overall
            quantities, scope or functionality or implementation time for the
            System or the version/model of the System and/or relevant Equipment

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(ORANGE LOGO)
(PARTNER COMMUNICATIONS COMPANY LTD. LOGO)


            and the change does not materially increase the Supplier's cost of
            provisions of the Works and Services as altered under this
            Agreement.

34.1.1.8    [*]

34.1.1.9    The Parties agree that Partner may without the prior consent of the
            Supplier adjust the quantities of the Equipment and/or Services and
            Works in accordance with the applicable provisions of this
            Agreement.

34.1.1.10   [*]

35.         LOSS AND DAMAGE INDEMNITY AND LIABILITY

35.1        GENERAL INDEMNITY AND LIABILITY

35.1.1.1    Each party ("Indemnifying Party") shall be liable for, and shall
            indemnify the other party ("Indemnified Party") against any damage,
            expense, liability, loss, claim or proceedings whatsoever, arising
            under any applicable law in respect to personal injury to, or death
            of, any person, caused as a result of any act or omission of the
            Indemnifying Party or any person for whom the Indemnifying Party is
            responsible. Notwithstanding any other provision to the contrary, in
            this Agreement and/or in any applicable law and notwithstanding any
            provision regarding limitation on liability, pursuant to this
            Agreement and/or any applicable law, and in order to remove any
            doubt, it is clarified that, liability under this Sub-clause
            35.1.1.1 is not and shall not be limited in any way whatsoever and
            any limitation of liability provided for in this Agreement and/or in
            any applicable law shall not apply with respect to any loss, damage,
            cost, expense and/or liability incurred as a result of a personal
            injury to, or death of, any person.

35.1.1.2    Each Party (also "Indemnifying Party") shall be liable for and shall
            indemnify the other party against any damage, expense, liability,
            loss, claim or proceedings arising under any applicable law in
            respect of any damage, expense, liability, loss, claim or
            proceedings brought against or suffered by the other party (also -
            "Indemnified Party"), as a result of any breach by the Indemnifying
            Party of any of the provisions of this Agreement and/or as a result
            of any loss, injury or damage to the Indemnified Party or any third
            party; all - in accordance with and subject to the provisions of
            this Clause 35.

35.2        THIRD PARTIES RIGHTS - INDEMNITY AND LIABILITY

35.2.1.1    The Supplier represents and warrants that neither the Equipment,
            Works, Services, Software nor any part thereof, nor the use thereof
            nor the performance of the Works and/or the Services, does not and
            shall not infringe upon, misappropriate, cause damage to and/or
            violate, any rights, of any kind whatsoever, including, without
            limitation, any Intellectual Property Right, of any third party
            whatsoever, nor violate any applicable law or regulation
            (collectively - "Third Parties Rights"); Without derogating from the
            generality of the foregoing, it

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(ORANGE LOGO)
(PARTNER COMMUNICATIONS COMPANY LTD. LOGO)


            is clarified that the warranties and representations set forth in
            this Section 35.2.1.1 above, shall apply, without limitation, to the
            Software; Notwithstanding any other provision to the contrary (save
            only for the provisions of Clause 35.2.1.3), in this Agreement
            and/or in any applicable law and notwithstanding any provision
            regarding limitation of liability, pursuant to this Agreement and/or
            any applicable law (save only for the provisions of Clause
            35.2.1.3), the Supplier shall fully compensate, indemnify, defend,
            and hold harmless Partner and all of its officers, directors,
            employees, agents and affiliates, from and against any and all
            claims, demands, actions, losses, damages, expenses, liabilities,
            judgments, awards, fines, sanctions, penalties, taxes, and amounts
            paid in settlement (made in accordance with Clause 35.4) and/or
            awarded against Partner and/or otherwise incurred by, or caused to,
            Partner, including, without limitation, reasonable costs, fees, and
            reasonable expenses of attorneys, experts, accountants, appraisers,
            consultants, witnesses, investigators and any other agents
            (collectively - a "Damage"), resulting solely from any act and/or
            omission of the Supplier and/or any of its officers, directors,
            Sub-Contractors, employees, agents, affiliates and/or any one acting
            on its behalf, performed and/or not performed in connection with
            this Agreement, and/or from any act and/or omission of the Supplier,
            performed and/or not performed, jointly with any third party (which
            act or omission is not attributable, wholly or partially, to Partner
            or any one acting in the name and on behalf of Partner) including,
            without limitation, any act and/or omission pertaining to (i) any of
            the Equipment, Works, Services, Software, Software Updates, Software
            Upgrade and/or the Documentation and/or any part thereof and/or (ii)
            the use thereof by Partner, the Supplier and/or any sub-contractor,
            agent, employee or assign of Partner or their respective officers
            and employees and/or any third party; all - in any circumstances
            where such act and/or omission infringes, misappropriates, or
            violates any Third Parties Rights of, any third party whatsoever
            (save only for subscribers of Partner), and/or causes any Damage to
            any third party whatsoever (save only for subscribers of Partner),
            and/or incorporates any misappropriated trade secrets or violates
            any applicable law and/or regulations that has resulted in a Damage
            to any third party other than a subscriber of Partner.

            With regard to any Damage pertaining to Third Parties Rights that is
            not covered by the preceding paragraph, including, without
            limitation, any such Damage that results from an act and/or omission
            of the Supplier and/or any of its officers, directors,
            Sub-Contractors, employees, agents, affiliates and/or any one acting
            on its behalf and/or from any act and/or omission of any third
            party, that can be partially attributed to Partner, the Supplier
            shall compensate Partner for any such Damage, to the full extent
            attributed to the Supplier and/or to any of its officers, directors,
            Sub-Contractors, employees, agents, affiliates and/or to any one
            acting on its behalf and/to any third party acting jointly with the
            Supplier, in accordance with any award, settlement and/or any
            judgment.


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(ORANGE LOGO)
(PARTNER COMMUNICATIONS COMPANY LTD. LOGO)


35.2.1.2    [*]

35.2.1.3    [*]

35.2.1.4    Without derogating from any of the provisions of Clause 35.2 of this
            Agreement, in the event that the System, any part of the System or
            any Equipment is held or anticipated to be held to infringe any
            Third Parties Rights of any third party, and the use thereof is
            enjoined or anticipated to be enjoined, then Supplier shall, at its
            sole cost, responsibility and expense, either (i) procure for
            Partner the right to continue using such item, or (ii) modify the
            relevant item (without compromising and/or derogating, in any way
            whatsoever, from any of the requirements, features, functionalities,
            capabilities and/or the specifications of any such item, in
            particular and/or of the System, in general, as set forth in this
            Agreement) so that it no longer infringes any Third Parties Rights
            of any third party, or (iii) replace the relevant item with a
            non-infringing equivalent thereof (without compromising and/or
            derogating, in any way whatsoever, from any of the requirements,
            features, functionalities, capabilities and/or the specifications of
            any such item, in particular and/or of the System, in general, as
            set forth in this Agreement). If, at Partner's discretion, none of
            the foregoing is commercially feasible, then upon request made by
            Partner, the Supplier shall take back such infringing item and
            refund the full price paid by Partner in respect thereof. Further,
            in any such case, Partner may terminate this Agreement, with an
            immediate effect and, in addition to any other remedy to which
            Partner is or may be entitled under this Agreement and/or any
            applicable law, the Supplier shall immediately pay back to Partner,
            against return of the relevant item of Hardware (on an "as is"
            basis), any and all payments made by Partner until the effective
            date of such termination, discounted to reflect depreciation, in
            accordance with the financial books of Partner.

35.2.1.5    The provisions of Clause 35.2.1.1 (with regard to infringement of
            Intellectual Property Right of a third party) shall not apply if and
            to the extent that a competent court has determined in a judgment
            ("Judgment"), that indeed the relevant Damage has actually resulted,
            directly and substantially from (i) a modification made by Partner,
            in the Equipment and Software or (ii) a material breach by Partner
            of the Software License Agreement, or (iii) the use by Partner of
            such Equipment and Software in material non-compliance with the
            express, clear, detailed, written instructions given by the Supplier
            to Partner, in the Documentation (all - unless otherwise agreed
            and/or contemplated, expressly and/or by implication, in this
            Agreement), in which case the Supplier shall not have to compensate
            Partner only with respect of such extent of the Damage, which,
            pursuant to the Judgment, is unequivocally, directly and
            substantially attributable to Partner.

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(ORANGE LOGO)
(PARTNER COMMUNICATIONS COMPANY LTD. LOGO)


35.3        LIMITATION OF LIABILITY

35.3.1.1    Neither party shall 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.

            Notwithstanding the foregoing and notwithstanding any other
            provision to the contrary, in this Agreement and/or in any
            applicable law and notwithstanding any provision regarding
            limitation of liability, pursuant to this Agreement and/or any
            applicable law, the Supplier shall be fully liable and responsible
            for (i) any damage, liability, cost, expense or loss, including,
            without limitation, any and all loss of production, loss of use,
            loss of business, loss of data or revenue or for any special,
            indirect, incidental or consequential damages, resulting from a
            breach by the Supplier and/or any of its officers, directors,
            representative, Sub-Contractors, employees, agents and affiliates of
            any of the provisions of Clause 35.1.1.1, 35.2.1.1, 35.2.1.2 and/or
            39.1.1.3 - without any limitation of liability of any kind, type or
            nature whatsoever, and (ii) any damage, liability, cost, expense or
            loss, including, without limitation, any and all loss of production,
            loss of use, loss of business, loss of data or revenue or for any
            special, indirect, incidental or consequential damages, resulting
            from any breach by the Supplier and/or any of its officers,
            directors, representative, Sub-Contractors, employees, agents and
            affiliates, of any of the Warranties, representations and
            declarations as set forth in Clause 7 of this Agreement and/or any
            damage, liability, cost, expense or loss resulted from
            non-compliance by the Supplier and/or any of its officers,
            directors, representative, Sub-Contractors, employees, agents and
            affiliates with any of the Supplier's obligations under Annex F -
            provided however that compensation and/or reimbursement resulting
            from non-compliance by the Supplier with any of its Warranties,
            representations and declarations under Clause 7 of this Agreement
            and/or any obligations, undertakings, representations and warranties
            under Annex F that shall be regarded as compensation,
            indemnification and reimbursement for loss of production, loss of
            use, loss of business, loss of data or revenue or for any special,
            indirect, incidental or consequential damages, shall not exceed the
            higher of (a) US$ 25 million, or (b) 100% of the prices of all
            Purchase Orders issued by Partner prior to the determination that
            the Supplier has to compensate Partner, and provided that the total
            of such compensation, indemnification and reimbursement shall not
            exceed the amount of US$ 100 million.

35.3.1.2    With regard to any direct damage, liability, cost, expense or loss
            resulted from a breach by the Supplier and/or any of its officers,
            directors, representative, Sub-Contractors, employees, agents and
            affiliates, of any of the Warranties, representations and
            declarations set forth in Clause 7 of this Agreement and/or any
            direct damage, liability, cost, expense or loss resulted from
            non-compliance by the Supplier and/or any of its officers,
            directors, representative, Sub-Contractors, employees, agents and
            affiliates with any of the obligations under




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            Annex F, the compensation and/or reimbursement resulting from
            non-compliance by the Supplier with any of its obligations,
            Warranties, representations and declarations under Clause 7 of this
            Agreement and/or any obligations, undertakings, representations and
            warranties under Annex F shall not exceed the higher of [*].

35.3.1.3    Subject to the provisions of clauses 7.1.1.8, 35.1.1.1, 35.2.1.1,
            35.2.1.2, 35.3.1.1, 35.3.1.2 and 39.1.1.6 of this Agreement, and
            save for any claim, demand, action or suit made by any subscriber of
            Partner which stems from a breach of any Warranty by the Supplier
            (which claim, demand, action or suit, shall be dealt with in
            accordance with the provisions of Clauses 35.2.1.1 and/or 35.2.1.2
            above, as the case may be), neither party shall be liable in
            relation to any other breach of this Agreement or act or omissions
            of that party for an amount [*].

35.3.1.4    [*]

35.4        REMEDIAL MEASURES

35.4.1.1    With reference to all the indemnities set out in this Clause 35.2
            and 35.1.1.1 above, the following provisions shall apply without
            derogating from any of the provisions of Clause 35.2 above - (a) the
            Indemnified Party shall give the Indemnifying Party, within a
            reasonable time, a written notice of the relevant claim, demand or
            occurrence that might give rise to indemnification (hereinafter
            "Event"); and (b) subject to receipt by the Indemnified Party from
            the Indemnifying Party of a written commitment under which the
            Indemnifying Party undertakes to fully compensate, indemnify,
            defend, and hold harmless the Indemnified Party and all of its
            officers, directors, employees, agents and affiliates, from and
            against any and all Damages (as defined in Clause 35.2 above)
            relating to the relevant Event (the "Indemnifying Party
            Commitment"), the Indemnified Party shall grant the Indemnifying
            Party control of the defense and settlement of the relevant Event,
            and the Indemnifying Party shall fully compensate, indemnify,
            defend, and hold harmless the Indemnified Party and all of its
            officers, directors, employees, agents and affiliates, from and
            against any and all Damages (as defined in Clause 35.2 above)
            relating to the relevant Event; and (c) the Indemnified Party shall
            assist in the defense of the Event (including by providing copies of
            all relevant materials to the Indemnifying Party), provided that the
            Indemnifying Party fully reimburses the Indemnified Party for any
            and all reasonable expenses incurred in the provision of such
            assistance. The Indemnified Party shall have the right to refuse the
            counsel selected by the Indemnifying Party to handle the defense or
            settlement of any Event, in which case the Parties shall agree upon
            the choice of other counsel. The Indemnified Party shall also have
            the right to request that a counsel on its behalf shall fully
            participate in any and all proceedings pertaining to any Event, in
            which case the Indemnifying Party shall (i) allow the counsel of the
            Indemnified Party to participate and take part in any and all
            proceedings pertaining to any Event, and (ii) fully co-operate with
            the counsel of the Indemnified Party and shall provide


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            him with any and all information and documents pertaining to the
            relevant Event, as shall be requested by such counsel, from time to
            time.

            In the event that the Indemnifying Party provides the Indemnified
            Party with an Indemnifying Party Commitment in accordance with the
            provisions of this Clause, then - (i) the Indemnified Party shall
            not make a settlement or compromise in respect of the relevant
            Event, except upon the written consent of the Indemnifying Party,
            which shall not be unreasonably withheld, and (ii) In the event that
            the Indemnifying Party wishes to make any settlement or compromise
            in respect of the relevant Event, it shall notify the Indemnified
            Party, in writing, to that effect and shall provide the Indemnified
            Party with full and complete details regarding the proposed
            settlement or compromise. Following receipt of the said notice from
            the Indemnifying Party, the Indemnified Party shall notify the
            Indemnifying Party whether or not it accepts any such proposed
            settlement or compromise. The Indemnified Party may, at its sole and
            ultimate discretion, refuse to any proposed settlement or
            compromise, in which case it shall provide the Indemnifying Party
            with an explanation as to its refusal and the Indemnifying Party
            shall, in any event, be bound to follow any instruction and course
            of action dictated by the Indemnified Party.

35.4.1.2    Without derogating from any of the provisions of Clause 35.2, in the
            event that the Indemnifying Party does not provide the Indemnified
            Party with an Indemnifying Party Commitment, then the Indemnified
            Party shall not have to grant the Indemnifying Party control of the
            defense and settlement of the relevant Event, and the Indemnified
            Party shall be entitled to invoke, exhaust and seek any remedy it
            wishes, at its sole discretion and with respect of any manner it may
            deem fit.

36.         BANK GUARANTEE

36.1.1.1    The Supplier shall provide Partner, at the Supplier's own cost, by
            not later than fourteen days after issuance by Partner of the first
            Purchase Order under this Agreement, with an autonomous,
            unconditional and irrevocable Bank Guarantee, by way of a bank
            guarantee, in the form attached hereto as Appendix 4 (the "Bank
            Guarantee") in the amount of [*].

36.1.1.2    The Bank Guarantee [*] shall remain fully valid, effective and
            unchanged until the last day of [*]. Upon the end of the last day of
            [*], the amount of the Bank Guarantee shall be changed towards the
            end of each calendar year to an amount that shall be equal to the
            higher of [*]

            Without derogating from the foregoing, the actual term of each Bank
            Guarantee issued and/or extended (each extension being for an
            additional period of one (1) year, each time, in accordance with the
            provisions below) shall be 12 months commencing from the date of
            issuance and/or extension thereof, as the case

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            may be (the - "Actual Bank Guarantee Period", and any extension
            period of any Actual Bank Guarantee Period - the "Extended Period").

            At least 30 days before the due expiration date of the Actual Bank
            Guarantee Period and/or the Extended Period, as the case may be, the
            issuer bank of the Bank Guarantee shall serve Partner with a written
            notice, requiring Partner to inform the issuer bank which of the
            following courses of actions Partner wishes to take -

            (i)   Extend the Bank Guarantee Period by an additional one (1) year
                  as of the date on which the Bank Guarantee Period or any
                  Extended Period, as the case may be, would have otherwise
                  expired. In each such case the validity of this Bank Guarantee
                  shall be deemed, for all intents and purposes, extended by an
                  additional one (1) year;

            (ii)  Exercise this Bank Guarantee, in full, and withdraw the then
                  full amount of the Bank Guarantee, in which case the issuer
                  bank shall transfer the then full amount of the Bank Guarantee
                  to Partner, as instructed.

            - and the bank shall adhere to any such determination made by
            Partner.

            For the avoidance of doubt, it is clarified that in any event that
            Partner does not receive from the bank, prior to the expiry of the
            Actual Bank Guarantee Period or the Extended Period, as the case may
            be, an extended Bank Guarantee, at least seven days prior the
            expiration of the then existing, valid Bank Guarantee, Partner shall
            be entitled to exercise the Bank Guarantee, in full, such exercise
            shall be deemed lawful and justifiable, and the Supplier shall not
            have any right, demand or course of action against Partner in
            connection with such exercise.

36.1.1.3    The Bank Guarantee shall be issued by a first-class Israeli bank or
            by an international bank or insurance company acceptable to Partner.

36.1.1.4    Any Bank Guarantee, of any amount, is to secure the supply of the 3G
            UMTS Network, System, Equipment, Services and the Work, the 3G UMTS
            Network, System and Equipment performance, availability and quality
            commitments and requirements under the Purchase Agreement and the
            Maintenance Agreement as well as the full and punctual compliance by
            the Supplier with any and all of its obligations, undertakings,
            liabilities and Warranties pursuant to the Purchase Agreement and
            the Maintenance Agreement. Partner may collect, exercise and obtain,
            by exercising the Bank Guarantee, any amount, payment, damages,
            compensation, Liquidated Damages, indemnification, to which it is
            entitled under this Agreement, of any kind whatsoever and without
            any limitation whatsoever. Without derogating from the foregoing,
            Partner shall not use the Bank Guarantee as a mere groundless
            penalty.

36.1.1.5    In the event that the Supplier fails to provide a Bank Guarantee in
            accordance with this Clause, without limiting any rights and/or
            remedy of Partner under this Agreement and/or any applicable law and
            in addition to any such rights and/or remedy, Partner shall be
            entitled to withhold sums due to the Supplier under the


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            Agreement until Partner holds the then applicable sum of the Bank
            Guarantee. The sums so deducted shall be held by Partner in place of
            the Bank Guarantee and Partner shall be entitled to utilize such
            sums in the same way as if it had made calls on the Bank Guarantee.

36.1.1.6    Partner shall have the unconditional right upon giving notice under
            this Sub-Clause to make demand under the Bank Guarantee. Partner
            shall give the bank that has issued the Bank Guarantee [*] prior
            notice in writing of its intention to make a demand on the Bank
            Guarantee.

37.         PARENT COMPANY LETTER OF UNDERTAKING

37.1.1.1    Upon signature of this Agreement, the Supplier shall provide Partner
            with an irrevocable Letter of Undertaking, in the form attached
            hereto and marked as Appendix 5, signed and executed by a
            substantive parent company of the Supplier or other legal entity, to
            be approved by Partner in advance under which such parent company or
            other entity, shall guarantee and secure the full and complete
            compliance with and performance of all of the obligations,
            Warranties, representations and declarations of the Supplier under
            this Agreement.

            The Letter of Undertaking is to secure the supply of the 3G UMTS
            Network, System, Equipment, Services and the Works, the 3G UMTS
            Network, System and Equipment performance, availability and quality
            commitments and requirements under the Purchase Agreement and the
            Maintenance Agreement as well as the full and punctual compliance by
            the Supplier with any and all of its obligations, undertakings,
            liabilities and Warranties pursuant to the Purchase Agreement and
            the Maintenance Agreement.

            Partner may exercise any of the Bank Guarantee and the Letter of
            Undertaking simultaneously or one after the other, according to its
            sole and exclusive discretion.

            Nothing in the exercise of any of the Bank Guarantee and/or the
            Letter of Undertaking shall derogate from any other right and/or
            remedy provided for Partner according to this Agreement and/or any
            applicable law.

            Without derogating from the foregoing, upon the occurrence of any
            Trigger Event, as defined below, Partner shall be entitled to
            request that the then parent company of the Supplier that has
            executed the Letter of Undertaking (the "Relevant Parent") shall be
            replaced and that an irrevocable Letter of Undertaking, in the form
            attached hereto and marked as Appendix 5, shall be signed and
            executed by another substantive parent company of the Supplier or
            other legal entity, approved by Partner in advance. The Supplier
            shall provide Partner with such new irrevocable Letter of
            Undertaking, by not later than fourteen (14) days from Partner's
            request.

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(ORANGE LOGO)
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            For the purpose of this Clause, a "Trigger Event" means any one of
            the following events -

            1.    An involuntary proceeding shall be commenced or an involuntary
                  petition shall be filed seeking (i) liquidation,
                  reorganization or other relief in respect of the Relevant
                  Parent or its debts, or of a substantial part of its assets,
                  under any bankruptcy, insolvency, receivership, law or
                  proceeding or (ii) the appointment of a receiver, liquidator,
                  trustee or similar official for the Relevant Parent or for a
                  substantial part of its assets, and, in any such case, such
                  proceeding or petition shall continue un-dismissed for a
                  period of 30 (thirty) or more days or an order or decree
                  approving or ordering any of the foregoing shall be entered;
                  and/or

            2.    The Relevant Parent shall (i) voluntarily commence any
                  judicial proceeding or file any petition seeking liquidation,
                  reorganization or other relief under any national, local,
                  departmental, federal, state or foreign bankruptcy,
                  insolvency, receivership, law or proceeding, (ii) consent to
                  the institution of, or fail to contest in a timely and
                  appropriate manner, any proceeding or petition described in
                  clause 1. above, (iii) apply for or consent to the appointment
                  of a receiver, trustee or similar official for the Relevant
                  Parent or for a substantial part of its assets, (iv) file an
                  answer admitting the material allegations of a petition filed
                  against it in any such proceeding, (v) make a general
                  assignment for the benefit of creditors or (vi) take any
                  action for the purpose of effecting any of the foregoing;
                  and/or

            3.    The Relevant Parent shall admit in writing its inability or
                  fail generally to pay its debts as they become due; and/or

            4.    The Relevant Parent shall cease to operate or suspend its
                  operations for 30 (thirty) days or shall announce an intention
                  or decision to do so, including by informing its customers of
                  such intention or decision; and/or

            5.    A change of control shall have occurred in the then parent
                  company; "change of control" means any transfer of 50.1% of
                  any mean of control in the then parent company (including,
                  without limitation, the right to appoint directors and/or
                  other officeholders, the right to be invited and/or
                  participate in the general meetings of the then parent
                  company) to a company outside of the Nortel Networks Group of
                  Companies.

38.         INSURANCE

            The Supplier undertakes to issue, execute and keep valid and
            enforceable all of insurance policies set forth in Appendix 6, in
            accordance with and subject to the provisions of the Appendix 6.

39.         SUBCONTRACTING

39.1.1.1    The Supplier may appoint Sub-contractors to execute any part of the
            Works and Services under this Agreement subject to the following:


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(ORANGE LOGO)
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            a.    The Supplier must obtain the prior written approval of
                  Partner's Project Manager to the identity of any and all
                  Material, Non-Negligible Sub-contractor, and, with regard to
                  [*], the terms of the Sub-contract, provided that the Supplier
                  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 the Supplier for the purpose of this
                  Agreement.

            b.    Any Material and Non-Negligible Sub-contractor may be
                  reasonably required to enter into a written undertaking with
                  Partner in terms reasonably acceptable to Partner if required
                  by Partner, similar to undertakings Partner requires from any
                  other visitors and contractors (eg, without limitation, such
                  pertaining to security, confidentiality, health and safety,
                  etc.).

39.1.1.2    The Supplier shall take commercial reasonable measures to ensure
            that any and all Works or part thereof to be performed by Material,
            Non-Negligible Sub-Contractor 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 the Supplier 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 the Supplier's group of Related
            Entities, shall be afforded by the parties thereto to Partner,
            without affecting any of the Supplier's or its Sub-contractor's
            obligations under such Sub-Contract and without Partner assuming or
            being deemed to have assumed, any of the Supplier's obligations
            there under. Partner may, without limiting the foregoing, in its
            discretion, require the Supplier to take such legal action as
            Partner reasonably requests against any such Sub-contractor. The
            Supplier shall, and shall procure each of is Sub-Contractors to,
            perform such acts and execute such documents from time to time, at
            Partner's reasonable request, as are necessary to give effect to
            this provision.

39.1.1.3    The Supplier shall indemnify Partner and keep Partner indemnified
            against any claim by a Sub-Contractor of the Supplier arising out of
            the execution of any part of the Works or arising out of this
            Agreement or the termination of this Agreement other than to the
            extent caused by the breach by Partner of this Agreement.

39.1.1.4    Supplier shall at all times be liable to Partner for the acts or
            omissions of its Sub-contractors and shall indemnify Partner and
            keep it indemnified from and against any and all claims, actions,
            proceedings, losses, liabilities and expenses arising from such acts
            or omissions, in accordance with the provisions of Clause 35.3
            above.

39.1.1.5    Without limiting the foregoing, upon request by Partner, Supplier
            shall, upon demand made by Partner in the event of a breach by the
            Supplier that was not remedied by the Supplier within 14 days form
            Partner's notice to that effect,

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            assign all or such portion requested of Supplier's rights under its
            Sub-Contracts with [*] to Partner, without prejudice to any other
            rights of Partner under the Agreement and without limiting any of
            the Supplier's obligations under such Sub-Contract or hereunder.
            Partner shall pay the relevant Sub-Contractor only for such works
            that were actually performed during the period after the assignment
            of such Sub-Contract to Partner. If and only if the Supplier can
            demonstrate that there is an express contractual prohibition in its
            agreement with certain Sub-Contractor that clearly prevents the
            Supplier from assigning to Partner its rights under such
            Sub-Contract, the Supplier shall not be obliged to assign such
            rights, provided however that the Supplier makes all reasonable
            efforts to remove such prohibitions and to assign such rights to
            Partner.

39.1.1.6    Notwithstanding any other provision to the contrary, in this
            Agreement and/or in any applicable law and notwithstanding any
            provision regarding limitation of liability, pursuant to this
            Agreement and/or any applicable law, to remove any doubt, it is
            clarified that, any damage, cost, expense, loss and liability
            referred to in Clause 39.1.1.3 are not and shall not be limited in
            any way whatsoever.

40.         ASSIGNMENT

40.1.1.1    Partner may transfer or assign any of its rights and/or obligations
            under this Agreement to any Related Entity, without limitation
            whatsoever and without having to obtain any approval from the
            Supplier. Partner may transfer or assign any of its rights and/or
            obligations under this Agreement to any other third party, with the
            approval of the Supplier that shall not be unreasonably withheld.

40.1.1.2    The Supplier will not assign, sub-contract, delegate, or transfer
            either in whole or in part, this Agreement, or any of its rights or
            obligations under this Agreement to any person or entity, use it as
            capital to establish a company, or set up an association with
            another entity for its fulfillment without Partner's prior written
            consent. For the purpose of this Sub-Clause 40.1.1.2, any transfer
            of Control and/or ownership of Supplier (other than the transfer of
            up to 30% of such Control and/or ownership to Related Entities of
            Supplier) within the Supplier shall be deemed an assignment,
            sub-contracting, delegation or transfer, and the restrictions set
            forth in this Sub-Clause 40.1.1.2 shall apply to any change of
            Control and/or ownership in the Supplier.

41.         CONFIDENTIALITY

41.1.1.1    The Supplier undertakes and agrees that any and all information, of
            any kind whatsoever, concerning, relating to or otherwise pertaining
            to, Partner and/or any of Partner's subsidiaries, affiliates,
            agents, assigns or representatives, Partner's business activities,
            subscribers, business, operations systems, software and any other
            information disclosed and/or otherwise made available to the
            Supplier ("Partner's Confidential Information"), is strictly
            confidential, unless

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            (i) it is or becomes in the public domain other than through any act
            or omission of Supplier, any of its employees, shareholders,
            auditors, consultants, attorneys, professional advisors, agents or
            Sub-contractors or any of its affiliates, (ii) it was, as supported
            by written evidence, already known to the Supplier prior to the
            publication of the RFP by Partner, or (iii) it was, subject to proof
            and supporting, written evidence to be provided by the Supplier,
            demonstrating that such is the case, developed independently and
            solely by the Supplier, without any reference to, reliance on and/or
            use of any of Partner's Confidential Information and/or any part
            thereof (iv) received by the Supplier from a third party (not being
            an employee, ex-employee, subcontractor, affiliates, agents, assigns
            or any other representatives of Partner), without any restriction.
            The Supplier undertakes that it shall not, and shall procure and
            take all necessary measures and actions to ensure that any of the
            Supplier's employees, Sub-contractors, affiliates, agents or
            representatives, shall not, disclose under any circumstances, any of
            Partner's Confidential Information and/or any part thereof and shall
            not use, utilize or otherwise exploit any of Partner's Confidential
            Information in any way whatsoever.

            The Supplier shall take precautions necessary and appropriate to
            guard the confidentiality of the Partner's Confidential Information,
            including informing its employees, consultants and subcontractors
            who handle such information that it is confidential and not to be
            disclosed to others.

            [*]

41.1.1.2    Partner undertakes and agrees that all information provided by
            Supplier under this Agreement, shall be treated by Partner as
            confidential information and shall not be disclosed by Partner
            unless (i) it is or becomes in the public domain other than through
            the default of Partner or its affiliates, (ii) it is already known
            to Partner, or (iii) it is received from any third party without any
            restriction, or (iv) it is independently developed by Partner.
            Partner shall take precautions necessary and appropriate to guard
            the confidentiality of the Supplier's confidential information,
            including informing its employees, consultants and subcontractors
            who handle such information that it is confidential and not to be
            disclosed to others.

41.1.1.3    The liability of the Parties under this Clause 41 shall not be
            excluded or limited under Clause 35.3.

41.1.1.4    Each Party undertakes that each of its employees, Sub-Contractors
            and agents and any other person involved in the performance of its
            respective obligations under this Agreement will comply with the
            terms of this Clause as if they were parties thereto and shall be
            responsible for any breach thereof as if such breach were committed
            by such Party. In addition, the Supplier shall upon request by
            Partner from time to time provide Partner with a list of all its
            employees, Sub-

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            Contractors, agents and/or any other person involved in the
            performance of any Works or Services under this Agreement, together
            with their ID ("teudat zehut") or passport numbers.

41.1.1.5    The Supplier undertakes to procure that each Sub-Contractor executes
            an undertaking to be bound by provisions substantially the same as
            those contained in this Clause 41 in such form as Partner may
            reasonably require. In addition, the Supplier shall procure that
            each Sub-Contractor provides Partner upon request from time to time
            with a list of all its employees engaged in the performance of any
            Works and Service at any Site or premises occupied or to be occupied
            by Partner, together with their ID ("teudat zehut") or passport
            numbers.

41.1.1.6    Partner may require that prior to employees of the Supplier or its
            Sub-Contractors or other persons undertaking any Works or Services
            under this Agreement, such persons or those of them designated by
            Partner undertake a security briefing to be organized by Partner.
            Partner reserves the right to refuse to permit such persons to be
            involved in the provision of certain Works or Services unless
            approved by Partner.

41.1.1.7    The obligations of confidentiality under this Clause shall not apply
            to (i) information disclosed to employees, shareholders, auditors,
            consultants, H3G Affiliates, the Supplier's Affiliates (with regard
            to Supplier's Affiliates - only for the benefit of Partner and to
            the extent necessary in order to enable the Supplier to fully comply
            with its obligations under the Agreement), attorneys, professional
            advisors, banks, agents, contractors and sub-contractor on a
            need-to-know basis in connection with this Agreement, provided that
            the receiving party shall take all reasonable precautions necessary
            (for example, by executing an appropriate non-disclosure
            undertaking) to safeguard the confidentiality of the information (in
            the same standard as it protects its own confidential information)
            (ii) information which is required to be disclosed in compliance
            with any regulation, law, court order or direction of competent
            authorities (including the relevant Stock Exchange) (iii)
            information already placed in the public domain prior to disclosure
            or obtained from an independent third party without confidentiality
            obligation known to the receiving party (iv) information disclosed
            to prospective financiers in relation to the provision of finances
            to Partner or for acquisition of equipment, software, services and
            systems provided that the receiving party shall take all reasonable
            precautions necessary (for example, by executing an appropriate
            non-disclosure undertaking) to safeguard the confidentiality of the
            information in the same standard as it protects its own confidential
            information.

42.         FORCE MAJEURE

42.1.1.1    The term "Force Majeure" in respect of any Party means an event
            beyond the reasonable control of that Party without the fault or
            negligence of that Party and is not reasonably foreseeable at the
            Effective Date (including taking into account the security and
            political situation in the Territory) and whose effects are not
            capable of being overcome without reasonable expense and/or loss of
            time to


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            the Party concerned and providing that such event materially and
            adversely affects the ability of such Party to perform its
            obligations under this Agreement, such as (i) earth quake, (ii)
            hurricanes, (iii) Israeli government declaration of general state of
            war in Israel (provided however that simultaneously with such
            declaration an official general mobilization proclamation is also
            issued), (iv) general strike in the relevant ports of Israel and in
            the relevant ports of origin of Equipment (air, land and sea ports),
            or in the relevant custom authorities in Israel, in circumstances
            where it is impossible to import the Equipment into Israel, (v)
            general strike in the official national transportation authority
            that totally disables the transition of Equipment, (vi) fires not
            resulting from any act or omission of the Supplier and/or any of its
            officers, directors, representative, Sub-Contractors, employees,
            agents and affiliates, (vii) only in situations where there is a
            general strike, as set forth in Subsection (iv) above -
            impossibility to import Equipment by air planes due to general
            strikes in the relevant air line company, in circumstances where the
            cost of transportation of alternative means of transportation is
            materially and significantly higher of that of the air plane, (viii)
            [*] and (ix) floods. Notwithstanding the foregoing, the Supplier
            expressly acknowledges and agrees that, in the case of the Supplier,
            any of the following events is not and shall not be regarded as a
            "Force Majeure" event, -

            a.    any act or omission (including delay) of a supplier, carrier,
                  sub-contractor, agent, employee or representative of the
                  Supplier or its Sub-contractors;

            b.    any failure to obtain any export or import license or other
                  authorization by the Supplier and/or any failure to obtain any
                  work permit, visas or any other applicable license for any of
                  the sub-contractors, agents, employees or representatives of
                  the Supplier or its Sub-contractors and/or any applicable law;

            c.    any act or omission (including delay) of an associate or
                  affiliate of the Supplier or its sub-contractors;

            d.    lack of workers, transportation or mobilization in the
                  Territory (whether or not due to military mobilization), or
                  other disruptions such as closure, curfew, acts of terrorism,
                  any civil disorder, actions regarding the "Intefada", or any
                  other similar event;

            e.    [*] recommendation of any foreign government and/or any
                  competent authority to its nationals to refrain from traveling
                  to the Territory and/or to leave the Territory.

42.1.1.2    In the event that a Force Majeure Event prevents a Party (the
            "Affected Party") from complying with any of its obligations under
            this Agreement, the Affected Party shall be granted an extension to
            perform the relevant obligation, which extension shall be for a
            period not exceeding the period of delay that was the direct and
            exclusive result of the relevant Force Majeure Event, the
            fulfillment of which was prevented by the Force Majeure Event,
            provided however that the provisions of this Clause 42.1.1.2 shall
            not derogate from or prejudice the

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(ORANGE LOGO)
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            Supplier's obligations in relation to insurance contained in this
            Agreement. Notwithstanding the foregoing, a Party shall not be
            entitled to rely on this Clause 42.1.1.2 to the extent that it fails
            to take all steps which are reasonably required to mitigate and
            minimize the period of the delay.

42.1.1.3    The Party claiming the occurrence of a Force Majeure event shall be
            under the obligation to prove its material adverse effect on the
            said Party's obligations under the Agreement.

42.1.1.4    Immediately upon the cessation of the Force Majeure Event, the
            Affected Party shall notify the other Party of such cessation and
            resume performance of the affected obligations.

42.1.1.5    For the avoidance of doubt, if, as a result of Force Majeure, the
            performance by the Affected Party of some but not all of its
            obligations under this Agreement are affected, the Affected Party
            shall nevertheless remain liable for the performance of those
            obligations not affected by Force Majeure.

43.         PARTNER'S RIGHT OF TERMINATION

43.1        TERMINATION FOR CONVENIENCE

43.1.1.1    Partner may terminate this Agreement for convenience in whole or in
            part, at any time and for any reason, by delivering to the Supplier
            a notice of termination specifying the effective date for the
            termination.

43.1.1.2    In the event of such termination for convenience the Supplier shall
            immediately:

            1.    Stop work on the System or deliver Equipment or render
                  Services as the case may be;

            2.    Notify any subcontractors to stop work; and

            3.    Deliver to Partner the incomplete System, Equipment,
                  components, work-in-progress and other materials, as the case
                  may be, in accordance with any Purchase Order valid at the
                  time of termination. [*]

43.1.1.3    The Supplier may, with Partner's consent, retain the incomplete
            System, components, work-in-progress and other materials, in which
            event the Supplier shall not be entitled to payment from Partner for
            the items so retained.

43.2        TERMINATION FOR CAUSE

43.2.1.1    Partner may terminate this Agreement immediately by written notice
            if any Agreement Milestone has not been achieved as a direct and/or
            indirect result of the Supplier's fault by a date falling fourteen
            (14) days after the date for achievement of the Agreement Milestone.

43.2.1.2    Partner may terminate this Agreement immediately on written notice
            in the event that the Supplier goes into voluntary liquidation,
            becomes bankrupt, makes an

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(ORANGE LOGO)
(PARTNER COMMUNICATIONS COMPANY LTD. LOGO)


            arrangement with or assignment in favor of all or substantially all
            of its creditors, assigns the agreement without Partner's consent,
            except from what follows from Clause 40, has passed a resolution for
            its winding up, or if anything analogous to any of the above occurs
            under the law of any other jurisdiction in relation to the Supplier.

43.2.1.3    Partner may in its sole discretion, give the Supplier an opportunity
            to rectify the breaches specified in Clause 43.2.1.4 within
            timescales to be determined by Partner on a case-by-case basis. This
            shall be without prejudice to any of Partner's rights and remedies
            under this Agreement and/or any applicable law.

43.2.1.4    Partner may terminate this Agreement by written notice if the
            Supplier is in persistent breach for more than 14 days (i.e. - a
            non-material breach that occurs more than twice) of any term of this
            Agreement or is in material breach of this Agreement, and fails
            (where the breach can be remedied) to correct and to complete the
            correction of this breach within timescales stipulated by Partner in
            the written notice of termination. Termination shall be effective
            from the date of the written notice, or where the breach can be
            remedied, upon the date of a subsequent written notice to be given
            by Partner to the Supplier to the effect that the correction of the
            breach has not been completed within timescales stipulated in the
            previous notice. Notwithstanding anything to the contrary, the
            existence of any Emergency Situation and/or Major Problem and/or
            Medium Problems and/or Minor Problems during any Performance
            Verification Period and/or Equipment Performance Period and/or any
            extension thereof shall be deemed a material breach of this
            Agreement and Partner may, at its sole and exclusive discretion, in
            addition to and without derogating from any other remedy to which
            Partner is entitled under the Agreement and/or any applicable law,
            either (i) grant the Supplier an extension for the recommencement of
            the relevant period of the Performance Verification Period and/or
            Equipment Performance Period and/or any extension thereof, as
            Partner may deem fit or desirable, or (ii) terminate the Agreement,
            with an immediate effect, by serving the Supplier with a written
            notice to that effect, in which case the Supplier shall not be
            entitled to any payment and/or compensation of any kind whatsoever
            and it shall not have any claim, demand or right in connection with
            such termination. Upon such termination and at Partner's request,
            the Supplier shall immediately, at its sole cost and expense, vacate
            any and all Sites and/or other premises of Partner occupied by the
            Supplier and/or any and all of its Equipment, System, System
            Element, any part of the System and System Element supplied by the
            Supplier and return such Sites and premises to Partner, in the same
            state and condition as they were immediately prior to their
            occupation by the Supplier and/or any and all of its Equipment,
            System, System Element, any part of the System and System Element.

43.2.1.5    If Partner terminates this Agreement pursuant to Clause 43.2:

            a.    Partner shall be entitled to complete the supply of the
                  System, Equipment or Services, as the case may be, itself in
                  accordance with this Agreement, or to enter


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(PARTNER COMMUNICATIONS COMPANY LTD. LOGO)


                  into a contract with a third party to effect such completion,
                  such third party being selected by Partner in accordance with
                  Partner's procurement procedures at its sole discretion;

            b.    At Partner's request, the Supplier shall, immediately, at the
                  Supplier's sole cost and expense, vacate any and all Sites
                  and/or other premises of Partner occupied by the Supplier
                  and/or and remove any Equipment, System, System Element, any
                  part of the System and System Element supplied by the
                  Supplier, as shall be instructed by Partner, and return such
                  Sites and premises to Partner, in the same state and condition
                  as they were immediately prior to their occupation by the
                  Supplier and/or any and all of its Equipment, System, System
                  Element, any part of the System and System Element and shall
                  make good damage caused by such removal;

            c.    [*];

            d.    Partner shall provide the Supplier with written details of
                  such additional amounts;

            e.    Partner may deduct the said amount from such amounts (if any)
                  as are due to the Supplier and if appropriate, recover any
                  excess as a debt due from the Supplier, save that Partner
                  shall take all reasonable measures to mitigate any such
                  additional costs;

            f.    In cases of termination pursuant to Clause 43.3, the Supplier
                  shall, at the Supplier's sole cost and expense, fully
                  co-operate with Partner and any third party as may be
                  designated by Partner, and work with them in order to ensure
                  full, timely and complete interoperability and/or interface
                  between the Supplier's Equipment that remains with the
                  Supplier and any equipment of any third party;

            g.    Partner shall be granted an unrestricted non-exclusive license
                  to use or have used on its behalf all intellectual property
                  and other information relating to the System, Equipment or
                  Services, as the case may be, free of charge but only for the
                  purposes contemplated in this Agreement, including the
                  Software License Agreement, for the purposes of:

                  1)    completion in accordance with Clause 43.2.1.6a;

                  2)    the use of the System after such completion; and

                  3)    for the purposes of development (in accordance with the
                        provisions pertaining to the delivery of a source code,
                        as set forth in Clause 30, in the event that the
                        Maintenance Agreement is not effective), upgrade or
                        modification of the System, Equipment or Services, as
                        the case may be. In no event shall Partner use such
                        intellectual property and other information to
                        manufacture products in competition with the Supplier.

            h.    [*]

43.2.1.6    Clause 43.2 shall be without prejudice to Clause 14.

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(ORANGE LOGO)
(PARTNER COMMUNICATIONS COMPANY LTD. LOGO)


43.3  TERMINATION IN ACCORDANCE WITH THE PROVISIONS OF ANNEX F

      Notwithstanding any other provision to the contrary, Partner may terminate
      this Agreement, with an immediate effect, in accordance with the
      provisions of Annex F that shall govern such termination.

44.         SUPPLIER'S RIGHT OF TERMINATION

44.1.1.1    The Supplier may terminate this Agreement by written notice if
            Partner goes into voluntary liquidation, becomes bankrupt, makes an
            arrangement with or assignment in favor of all of its creditors
            concerning all of its assets.

            The Supplier may terminate this Agreement by written notice, only if
            Partner fails to make payment within 60 days after such payment
            falls due for payment in the absence of valid right not to pay under
            the provisions of this Agreement.

45.         LEGAL AND INDUSTRY STANDARDS

45.1.1.1    The Supplier shall obtain all necessary approvals, permits, consents
            and licenses for the export and import of the any Equipment, System,
            System Element, any part of the System and System Element as well as
            any and all required type approvals.

45.1.1.2    Partner will reasonably co-operate with the Supplier, provided that
            such co-operation does not impose on Partner any liability, to
            provide whatever information Partner has available to it, without
            breach of Partner's obligations of confidentiality to third parties,
            to assist the Supplier to comply with its obligations in Clause
            45.1.1.1 above and 45.1.1.3 below.

45.1.1.3    The Supplier shall ensure that any of the Equipment, System, System
            Element, any part of the System and System Element, complies, on a
            continuing basis, with all applicable laws in the Territory and
            national and most updated international industry standards and
            guidelines, including, without limitation, 3GPP, GSM and GPRS
            standards, so as to ensure full and punctual fulfillment and
            compliance with any and all of the obligations, undertakings,
            representations and warranties of the Supplier under this Agreement.

45.1.1.4    Each Party hereto shall be solely responsible for complying with the
            applicable legislation or regulations when carrying out its
            obligations under this Agreement.

45.1.1.5    Partner may exercise its rights under Clause 34 if any changes to
            the System are required as a result of any changes to the applicable
            law, regulation or national and international industry standards and
            guidelines.

45.1.1.6    Without prejudice to the generality of the foregoing, the Supplier
            shall, and shall ensure that its Sub-Contractors shall:

            a.    supply Equipment and perform Services and Works in accordance
                  with the requirements of this Agreement; and

            b.    familiarize itself (or themselves) with, and comply with,
                  Partner's procedures relating to security, discipline, fire,
                  health and safety when on Installation Sites or other


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(ORANGE LOGO)
(PARTNER COMMUNICATIONS COMPANY LTD. LOGO)


                  premises of Partner and such applicable other procedures
                  provided that such procedures are communicated in writing to
                  the Supplier in advance.

45.1.1.7    The Supplier shall, at its own expense, observe and perform all
            obligations, imposed upon itself and/or Partner by any Israeli
            legislation regulations, directives or similar in respect of
            precautions for the safety of its employees, any other persons and
            of all property as may be affected by the supply of the Equipment or
            the performance of the Services.

46.         DATA PROTECTION

46.1.1.1    Both Partner and the Supplier shall comply at all times with the
            data protection legislation of the Territory and any regulations
            made under or separate to the such legislation or any other
            legislation relating to the protection of personal data.

46.1.1.2    The Supplier undertakes to ensure that appropriate technical and
            organizational measures are adopted by it against unauthorized or
            unlawful processing of personal data and against accidental loss or
            destruction of, or damage to the personal data.

47.         PUBLICITY

47.1.1.1    The Supplier shall not and shall ensure that none of his
            sub-contractors shall advertise or otherwise disclose the
            appointment of the Supplier or his Sub-Contractors or the terms of
            this Agreement (save insofar as may be required by law) without the
            prior approval in writing of Partner. All copy or material relating
            to this Agreement (including any Intellectual Property Right
            pertaining to Partner such as Trademarks, Brand names and logos)
            which is intended for publication in any form by the Supplier must
            first be submitted in draft form to Partner for approval indicating
            the countries in which it will appear

47.1.1.2    If Partner or the Supplier (or any of their respective Related
            Parties) has an obligation to make or issue any announcement
            required by law or by any stock exchange or by any governmental
            authority in connection with the signature or subject matter of this
            Agreement, it shall give the other Party every reasonable
            opportunity to comment on any announcement or release before it is
            made or issued (provided that this shall not have the effect of
            preventing the Party making the announcement or release from
            complying with its legal and/or stock exchange obligations).

48.         NO PARTNERSHIP, AGENCY ETC.

48.1.1.1    The status of the Supplier 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 the
            Supplier or any of its Subcontractors 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.


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(ORANGE LOGO)
(PARTNER COMMUNICATIONS COMPANY LTD. LOGO)


49.         ENTIRE AGREEMENT

49.1.1.1    This Agreement constitutes the entire Agreement and shall apply in
            connection with the subject matter hereof and supersedes all prior
            understandings and writings related thereto (including the loan
            agreement dated October 1st, 2003, that was executed between the
            Parties), 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
            authorized representatives of the parties hereto, shall be void and
            of no effect.

50.         AMENDMENTS

50.1.1.1    Unless otherwise stated in this Agreement, all amendments to the
            Agreement together with any consequential amendment which may be
            necessary in respect of Phase Price or Purchase Order Price, as the
            case may be, the Project Plan and Agreement Milestones or otherwise
            shall be mutually agreed between Partner and the Supplier in writing
            before the amendment is put into effect.

50.1.1.2    Amendments shall be recorded by means of formal Addendum issued by
            Partner and countersigned by the Supplier.

50.1.1.3    Unless otherwise stated in this Agreement, either party shall not
            depart from any conditions or requirements laid down in this
            Agreement without the prior written permission of the other Party.

51.         WAIVER

51.1.1.1    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.


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(ORANGE LOGO)
(PARTNER COMMUNICATIONS COMPANY LTD. LOGO)


52.         SEVERABILITY

52.1.1.1    The whole or any part of any clause in this Agreement that is
            illegal or unenforceable 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) above); and will not affect the continued operation of the
                  remaining provisions of this Agreement.

53.         SURVIVAL

53.1.1.1    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 7, 28, 35, 36, 37,
            38, 41, 47, 48, 50, 54, 55, 56.

54.         NOTICES

54.1.1.1    All formal notices and communications between the Parties made in
            the course of this Agreement shall be in writing and in the English
            language and shall be deemed to have been received by the addressee
            at the time stated below provided that the notice of communication
            is addressed to the recipient at the address specified below and
            marked for the urgent notification of the relevant point of contact
            designated below (or to any other address or point of contact as
            notified in writing to the other Party from time to time in
            accordance with this Clause 54) and if properly franked or otherwise
            sent postage prepaid:

            a.    by first class post, three (3) days after dispatch;

            b.    by e-mail, immediately upon dispatch or on the next Working
                  Day if sent after 18:00 PM Sunday through Thursday, provided,
                  in any event, that the notice is also sent to the intended
                  recipient by another means specified in this Clause 54;

            c.    by facsimile, immediately upon dispatch or on the next Working
                  Day if sent after 18:00 PM Sunday through Thursday, provided,
                  in any event, that the sender of the facsimile obtains a
                  facsimile journal report showing proper transmission, and
                  provided that a copy of the notice is also sent to the
                  intended recipient by another means specified in this Clause
                  54;

            d.    by hand delivery, immediately upon receipt by the recipient;
                  or

            e.    on the next Working Day if sent by a reputable overnight
                  express mail service with a reliable tracking system.

54.1.1.2    The addressees of the Parties for the purpose of this Clause 54 and
            current contact names are set out below.


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                                      -60-


(ORANGE LOGO)
(PARTNER COMMUNICATIONS COMPANY LTD. LOGO)


            Notices must be addressed to:

            (a)   If to Partner -
                  (1)   Any notice of a technical nature -
                        To: [*]

                  (2)   Any other notice -
                        To: [*]

            (b)   If to the Supplier -

                  (1)   All notices -
                        To: [*]

55.         DISPUTE RESOLUTION

55.1.1.1    Except as otherwise provided for in this Agreement, all disputes
            between the Parties arising out of or in connection with this
            Agreement including, but not limited to, disputes under this
            Agreement (a "Dispute") shall be determined in the following manner:

            a.    the Parties shall refer the dispute in writing for settlement
                  to the Partner Director of Procurement and the Supplier
                  Account Director. The Parties shall ensure that their
                  respective representatives shall, for a period of seven (7)
                  Working Days from the date of the written reference, use
                  reasonable endeavors to reach a resolution of the Dispute;

            b.    if the individuals to whom the matter is referred under Clause
                  55.1.1.1a do not resolve the dispute within the stated time,
                  the Parties shall refer the Dispute in writing for settlement
                  to a higher executive of Partner (and to the extent necessary,
                  to Partner's CEO), and to a higher executive of the Supplier,
                  respectively. The Parties shall ensure that their
                  representatives shall, for a period of ten (10) Working Days
                  from the date of the written reference made pursuant to this
                  Clause 55.1.1.1b, use reasonable endeavors to reach a
                  reasonable resolution of the dispute.

55.1.1.2    The Parties agree they will use reasonable endeavors and good faith
            to resolve any Dispute.

55.1.1.3    If the Parties are not able to settle the dispute, pursuant to
            Clause 55.1.1.2, the dispute shall be referred to the competent
            courts of Tel Aviv, Israel who shall have exclusive jurisdiction
            over any Dispute.

55.1.1.4    This Agreement shall be governed by and construed according to the
            laws of the State of Israel.

56.         GOVERNING LAW

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(ORANGE LOGO)
(PARTNER COMMUNICATIONS COMPANY LTD. LOGO)


56.1.1.1    This Agreement shall be interpreted and enforced in accordance with
            the laws of the state of Israel, to the exclusion of any other law,
            without giving effect to its choice of law legislation, as if
            performed entirely in Israel.

57.         FURTHER ASSURANCES

57.1.1.1    The Parties shall do and execute, and use reasonable endeavors to
            procure that any other party will do and execute, all such further
            acts, things, deeds and documents as may be necessary to give effect
            to the terms of this Agreement.

57.1.1.2    Notwithstanding the provisions of Clause 57.1.1.1 above, it is
            clarified, for the avoidance of doubt that the validity of this
            Agreement is subject to its approval by the Board of Directors of
            Partner.

58.         FUTURE PURCHASE

58.1.1.1    [*]

IN WITNESS WHEREOF, the Parties have caused their duly authorized
representatives to enter into this Agreement, effective as of the day and year
last below written.

<TABLE>
<S>                                              <C>
Signed for and on behalf of                      Signed for and on behalf of
PARTNER COMMUNICATIONS COMPANY LTD.              NORTEL NETWORKS ISRAEL (SALES
                                                 AND MARKETING) LTD.

By:                                              By:
   --------------------------------------           --------------------------------------
Name:                                            Name:
     ------------------------------------             ------------------------------------

Title:                                           Title:
      -----------------------------------              -----------------------------------

And                                              And

By:                                              By:
   --------------------------------------           --------------------------------------

Name:                                            Name:
     ------------------------------------             ------------------------------------

Title:                                           Title:
      -----------------------------------              -----------------------------------

Date:      /     /                               Date:      /     /
----- ----- -----                                     ----- ----- -----
</TABLE>

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<PAGE>



                                   APPENDIX 3

                              MAINTENANCE AGREEMENT

                                     BETWEEN

                       PARTNER COMMUNICATIONS COMPANY LTD.

                                       AND

                             NORTEL NETWORKS ISRAEL

                           (SALES AND MARKETING) LTD.

                                FOR THE SUPPLY OF

                      SUPPORT AND MAINTENANCE SERVICES CONCERNING

                               3G UMTS NETWORK AND

                            OTHER TELECOMMUNICATIONS

                             EQUIPMENT AND SERVICES
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<TABLE>
<S>                                                                            <C>
1.  Preamble..............................................................     3
2.  Definitions...........................................................     4
3.  Interpretation........................................................     4
4.  Commencement..........................................................     4
5.  Scope of Contract.....................................................     4
6.  Interoperability and Co-operation.....................................     5
7.  Additional Services...................................................    10
8.  Prices and Terms of Payment...........................................    10
9.  Terms of Delivery.....................................................    10
10.   Supplier's Obligations..............................................    10
11.   Access to Partner's Premises........................................    14
12.   Delays and Liquidated Damages.......................................    14
  12.2    Emergency Situations............................................    14
  12.3    Major Problems..................................................    14
  12.4    Medium Problems.................................................    14
  12.5    Minor Problems..................................................    15
  12.6    General Provisions..............................................    15
13.   General Representations.............................................    15
14.   The Supplier's Warranties...........................................    16
15.   Termination.........................................................    17
16.   Procedures Manual...................................................    18
17.   General Partner Obligations.........................................    19
18.   Miscellaneous.......................................................    21
Exhibit 1 - Maintenance Agreement Documents...............................    22
Exhibit 1A - Remedial Maintenance Services................................    23
1.  Scope of Remedial Maintenance Services................................    23
2.  Severity Levels Definitions...........................................    23
  2.1   Emergency Situation...............................................    23
  2.2   Major Problems....................................................    23
  2.3   Medium Problems...................................................    23
</TABLE>


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<TABLE>
<S>                                                                                                 <C>
  2.4   Minor Problems..................................................................            23
3.  Emergency Situation Handling........................................................            23
4.  Customer Service Request (CSR) Handling.............................................            25
5.  Reports.............................................................................            27
6.  CAB Service.........................................................................            28
7.  Software Updates Service............................................................            28
8.  Third Party Support and Maintenance Service.........................................            29
Schedule 1 - Supplier performance parameters for the Remedial Maintenance Services......            30
9.  Remedy/Solution - Resolution Time...................................................            30
10.   Telephone Availability and CSR Call-back Time.....................................            30
Exhibit 1B - Software Upgrades Service..................................................            31
Exhibit 1C - Repair and Replacement Services............................................            32
11.   General...........................................................................            32
12.   Scope of Hardware Repair and Replacement Service..................................            32
13.   Statistical Information...........................................................            32
14.   Orders............................................................................            32
Exhibit 1D  - Other Services related Obligations........................................            33
15.   Service Materials.................................................................            33
16.   Annual Review.....................................................................            33
17.   Disaster Prevention and Procedures................................................            33
18.   Site..............................................................................            33
19.   Nuisance..........................................................................            33
20.   List of Personnel.................................................................            33
21.   Remote Access.....................................................................            34
22.   Failure Identification............................................................            34
</TABLE>

1.          PREAMBLE

1.1.1.1     WHEREAS:

1.1.1.2     Partner wishes to have an option, exercisable at Partner's sole
            discretion, to purchase from the Supplier any or all of Support and
            Maintenance Services, all subject to and in accordance with the
            provisions of the Purchase Agreement and this Maintenance Agreement;
            and

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1.1.1.3     The Parties now wish to regulate their respective rights and
            obligations regarding the provision by the Supplier of the Support
            and Maintenance Services in relation to the System, the UMTS 3G
            Network and the Equipment, if and to the extent that Partner shall
            decide to Purchase from the Supplier such Support and Maintenance
            Services, all in accordance with the provisions of the Purchase
            Agreement and this Maintenance Agreement; and

1.1.1.4     Now, therefore, in the consideration of the mutual premises and the
            mutual covenants herein contained, the Parties hereby agree as
            follows:

2.          DEFINITIONS

2.1.1.1     All defined terms in the Purchase Agreement apply hereto and all
            capitalized terms herein shall bear the meaning ascribed to them in
            Annex M, unless the context requires otherwise.

3.          INTERPRETATION

3.1.1.1     The rules of interpretation specified in the Purchase Agreement
            shall apply mutatis mutandis to this Maintenance Agreement unless
            the context requires otherwise.

4.          COMMENCEMENT

4.1.1.1     This Maintenance Agreement shall enter into force contemporaneously
            with the entry into force of the Purchase Agreement (the "Effective
            Date"), Notwithstanding the aforesaid, Partner may at its sole
            discretion suspend the effective entry into force of the Maintenance
            Agreement for a defined period of time, with no liability towards
            the Supplier.

5.          SCOPE OF CONTRACT

5.1.1.1     The Supplier shall supply the Support and Maintenance Services and
            Partner shall acquire and pay for Support and Maintenance Services,
            actually purchased in accordance with the terms and conditions of
            the Purchase Agreement and this Maintenance Agreement.

5.1.1.2     During the Entire Warranty Period, the Supplier shall provide
            Partner, [*], with any and all of the Support and Maintenance
            Services specified and described in this Maintenance Agreement, in
            accordance with the provisions and requirements of the Purchase
            Agreement and this Maintenance Agreement. [*]

5.1.1.3     After the expiry of the Warranty Period, each and every Support and
            Maintenance Service, as specified in Exhibits 1A, 1B, 1C, 1D and 1E
            hereof, as a whole, shall be an option for Partner to determine at
            its sole and absolute

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            discretion, whether to purchase such Support and Maintenance Service
            or not, at any point in time.

6.          INTEROPERABILITY AND CO-OPERATION

6.1.1.1     The Supplier undertakes that it shall, in accordance with the
            provisions of the Agreement, [*], perform any task and take any
            action necessary, including, without limitations, providing Partner
            with full, complete, unrestricted access to (a) any and all existing
            and future 3GPP compatible APIs, whether the Supplier's
            implementation of such 3GPP APIs is 3GPP compliant or not, and (b)
            any and all external APIs for any and all System Elements (both
            standard and proprietary APIs), concerning the System, any System
            Element, part of the System, Equipment or any item or component of
            the System, to the full extent required in order to ensure full,
            timely and complete Interoperability, Integration, compatibility,
            interconnection and/or interface: (i) between the System, any System
            Element, part of the System, Equipment or any item or component of
            the System and any part, element, item, product, sub system,
            service, software, application, enabling platform or component of
            the Existing System and any and all PSTNs and any and all of the
            Terminals (UE) referred to in Sub Clause 7.1.1.4(c) of the Purchase
            Agreement. Such Interoperability, Integration, compatibility,
            interconnection and/or interface of the System with the Existing
            System shall, inter alia, result in full and complete transparency
            between the System, any System Element, part of the System,
            Equipment or any item or component of the System and any part,
            element, item, product, sub system, service, software, application,
            enabling platform or component of the Existing System and any and
            all PSTNs and any and all of the Terminals (UE) referred to in Sub
            Clause 6.1.1.4(c) of the Purchase Agreement, and shall be
            implemented by the Supplier, [*], either directly through standard
            interfaces or indirectly through an intermediary interfacing device,
            irrespective of whether or not, such direct or indirect
            Interoperability, Integration, compatibility, interconnection and/or
            interface of the System with the Existing System is 3GPP supported.
            It is further agreed that any indirect Interoperability,
            Integration, compatibility, interconnection and/or interface of the
            System with the Existing System through an intermediary interfacing
            device, shall only be made after the Supplier has convinced Partner
            in the absolute necessity of such intermediary interfacing device
            and Partner has approved such implementation in advance and in
            writing, and (ii) between the System, any System Element, part of
            the System, Equipment or any item or component of the System
            including, without limitations, Terminals (UE) (with regard to
            Terminals (UE) - it is agreed that such Terminals (UE) shall have to
            successfully pass certain relevant, reasonable test

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            procedures in Supplier's IOT laboratories that apply to all
            handsets), and any other System Element, part of the System,
            Equipment or any item or component thereof, and (iii) between the
            System, any System Element, part of the System, Equipment or any
            item, product, sub system, service, software, application, enabling
            platform or component of the System and any part, product,
            equipment, system, element, service, application, enabling platform,
            item or component provided by any third party vendor supplier and/or
            manufacturer, including, without limitations, of Terminals (UE)
            (beyond the initial Terminals (UE) referred to in Clauses 6.1.1.2
            and 6.1.1.4(c) of the Purchase Agreement, that are not a part of the
            Existing System (a "New Product") in accordance with the provisions
            of Clause 6.1.1.4 of the Purchase Agreement.[*]

6.1.1.2     [*]

            The Supplier warrants and undertakes that the IOT as well as the
            full Integration, with the System and the Existing System, of any
            Terminals (UE) [*] shall be fully, completely and successfully
            concluded [*] It is agreed that the performance of IOT Test for such
            types of Terminal (UE) requested by Partner [*] is subject only to
            the following: (i) the prior written consent of the relevant
            manufacturer of the proposed Terminal (UE), (ii) to the extent
            actually required by the relevant manufacturer, the signature of an
            NDA between Partner and the relevant manufacturer, and (iii) the
            relevant Terminal (UE) being reasonably mature for IOT purposes.
            Without derogating from any of the Supplier's obligations to perform
            IOT tests and Integration of any Terminals (UE), it is agreed that
            only for purposes of Integration of the Terminal (UE) with the
            System and in order to enable the Supplier to perform the
            Integration within the agreed time table, as set forth above,
            Partner shall obtain the consent of the relevant manufacturer to
            reasonably cooperate with Partner and the Supplier to the full
            extent necessary to enable the Integration of the Terminal (UE) with
            the System (including, without limitation, if and to the extent
            reasonably necessary, have the required personnel on site to perform
            the relevant Integration, together with the Supplier).

6.1.1.3    [*]

6.1.1.4     The Interoperability, Integration, interconnection, compatibility
            and/or interface between the System and any New Product set forth in
            Sub Clauses 6.1.1.1(iii), 6.1.1.2 and 6.1.1.3 above shall, inter
            alia, result in full and complete
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(ORANGE LOGO)
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            transparency between the System, any System Element, part of the
            System, Equipment or any item or component of the System and any
            such New Product and shall be implemented by the Supplier, [*],
            irrespective of whether or not, such direct or indirect
            Interoperability, Integration, compatibility, interconnection and/or
            interface of the System with any such New Product is 3GPP supported
            in accordance with the provisions of the two next paragraphs below.

            The relevant New Product shall be tested in a laboratory of Partner
            and/or in the IOT laboratory of the Supplier, as shall be determined
            by the Supplier, after consulting with Partner, in order to
            ascertain whether the Interoperability, Integration interconnection,
            compatibility and/or interface between the System and the relevant
            New Product, [*]. Partner reserves the right, at Partner's sole
            discretion [*], to be present and to actively and equally
            participate in any such IOT laboratory tests carried out on any New
            Product, and the Supplier shall confirm to Partner by giving
            fourteen (14) working days prior notice in writing of the
            commencement of any such IOT laboratory tests so that Partner can
            make the necessary arrangements for its representative or nominee to
            be present and participate, unless it is unequivocally demonstrated
            by the Supplier, supported by written evidence, that the mere
            presence of Partner at such IOT laboratory tests is in material
            breach of the then official, generally available, international
            rules of the interoperability forum, which breach cannot be resolved
            by means of execution of an NDA, etc. The New Product shall be so
            tested, [*], in accordance with the Supplier's standard, reasonable
            test procedures, determined in accordance with generally accepted
            tests in the industry, provided however that such tests comply with
            generally available, international requirements pertaining to 3GPP,
            that are applicable worldwide. The Parties shall discuss the tests
            proposed by the Supplier and the Supplier shall seriously consider
            any comment, request and amendment that Partner may have, it is
            being agreed that, in any event, Partner may add any test to those
            proposed by the Supplier and the Supplier undertakes to perform any
            such additional tests as may be requested by Partner, save only for
            such tests that are required by Partner, the performance of which
            can be unequivocally demonstrated by the Supplier, supported by
            written evidence, to be in breach of the then official, generally
            available, international rules of the interoperability forum.


            Notwithstanding the foregoing, the Supplier undertakes that,
            regardless of any disagreement between the Supplier and Partner
            pertaining to the tests to be performed in connection with the
            relevant New Product and/or to the location in which such tests
            shall be performed, the Supplier shall (i) perform any required
            tests whatsoever, and (ii) if the New Product does not pass the
            relevant test
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            procedures, the Supplier shall, immediately upon delivery of a
            notice from Partner to that effect, perform any task and take any
            action necessary to ensure full, timely and complete
            Interoperability, Integration, compatibility, interconnection and/or
            interface between the System and any such New Product as referred to
            in Clause 6.1.1.1 above, in which case the Supplier shall be
            entitled to such payment as shall be agreed upon between the
            Parties, only to the extent that the failure to pass the relevant
            test procedures resulted wholly and exclusively from the fact that
            the relevant New Product had a non-standard API, (iii) If the New
            Product passes the relevant test procedures, the Supplier shall,
            immediately upon delivery of a notice from Partner to that effect,
            perform and implement, any Interoperability, interconnections,
            Integration, compatibility and/or interfaces required between the
            System, any System Element, part of the System, Equipment or any
            item, product, sub system, service, software, application, enabling
            platform or component of the System and the New Product as referred
            to in this Clause 6.1.1.1 above, [*].

            Notwithstanding any provision to the contrary, for purposes of this
            Clause 6 and for purposes of the performance of any
            Interoperability, compatibility, Integration, interconnections
            and/or interfaces by the Supplier, the Existing System shall include
            any and all systems, sub-systems, equipment, hardware, software,
            service, application enabling platform, product element, item and/or
            component as set forth in Annex C-17 and in Annex C-17 (1), [*].
            Notwithstanding any provision to the contrary, for purposes of
            performance of any Interoperability, compatibility, Integration,
            interconnections and/or interfaces by the Supplier with regard to
            any New Product in accordance with the provisions of Clause 6,
            including, without limitation, any Terminal (UE), the Existing
            System shall mean the Existing System, as defined in Annex M.

            Subject to all of the aforesaid in this Clause 6 above, any
            Interoperability, compatibility, Integration, interconnection and/or
            interface shall be implemented and performed in accordance with the
            specifications, requirements and provisions of Annexes C10, C13,
            Annex F and Appendix F1 of Annex F.

6.1.1.5     Supplier shall fully cooperate with any third party that Partner
            may stipulate from time to time. Such stipulation shall be made by
            Partner, inter alia, in order to ensure full and timely compliance
            of the Supplier with any and all of the Supplier's undertakings,
            obligations, warranties and representations in this Agreement,
            including, without limitation, to such pertaining to
            Interoperability, interconnections, compatibility, Integration and
            interfaces set forth in Clause 6.1.1.1 Partner shall make
            commercially reasonable efforts to ensure the cooperation of such
            third parties with Supplier (and, if and to the extent Partner

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            has enforceable contractual rights to request certain third party to
            co-operate, as aforesaid, Partner shall make commercially reasonable
            efforts to invoke such rights). Supplier shall not be responsible
            for a delay in the implementation of the said interoperability,
            interconnections, compatibility, Integration and interfaces, only if
            and to the extent that such delay is clearly attributed, wholly and
            exclusively, to the relevant third party.

6.1.1.6     The cooperation set forth in Clause 6 shall include, without
            limitation, the disclosure of all relevant information and, where
            such information is of a confidential nature, such disclosure shall
            be subject to the provisions of the non-disclosure agreement that
            shall be executed between the Supplier and the relevant third
            parties, in the form attached hereto and marked as Appendix 1.

6.1.1.7     [*].

7.

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7.          ADDITIONAL SERVICES

7.1.1.1     The Supplier shall, during the Term, offer to supply to Partner
            other services which it generally provides to similarly placed
            customers, and supply such other services to Partner, if and to the
            extent requested by Partner, at Partner's sole discretion, from time
            to time, at prices agreed between the Parties payable in accordance
            with the payment terms specified in Clause 8 below.

8.          PRICES AND TERMS OF PAYMENT

8.1.1.1     Any and all Support and Maintenance Services shall be provided by
            Supplier to Partner [*] during the entire Warranty Period, [*] and
            subject to purchase by Partner of the same, Software Upgrades
            Service shall be provided by the Supplier to Partner, in accordance
            with the provisions and requirements of the Purchase Agreement and
            this Maintenance Agreement and shall be priced in accordance with
            the relevant provisions of Annex I.

8.1.1.2     [*]

8.1.1.3     [*]

9.          TERMS OF DELIVERY

9.1.1.1     The provisions of the Purchase Agreement concerning the Delivery of
            Services shall apply mutatis mutandis to this Maintenance Agreement.
            However, and without derogating from the aforesaid, it is clarified
            that -

9.1.1.2     [*]

9.1.1.3     Risk to any Equipment to be replaced or repaired in accordance with
            the provisions of this Maintenance Agreement shall pass to Supplier
            at the point of dispatch and shall pass back to Partner, in
            accordance with the applicable provisions of Clause 11 of the
            Purchase Agreement.

9.1.1.4     [*]

10.         SUPPLIER'S OBLIGATIONS

10.1.1.1    The Supplier shall provide the Support and Maintenance Services
            during the Term in a timely and diligent manner, to the highest
            professional standards and strictly and punctually, in accordance
            with the provisions and requirements of the Purchase Agreement and
            this Maintenance Agreement.

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10.1.1.2    Without limiting any of the warranties and representations of the
            Supplier under this Maintenance Agreement, the Purchase Agreement
            and/or any applicable law, the Supplier covenants, warrants and
            represents that:

            a.    It has all the skills, qualifications and expertise necessary
                  in order to provide the Support and Maintenance Services in
                  accordance with the provisions of the Purchase Agreement and
                  this Maintenance Agreement.

            b.    It shall appoint a suitable representative, subject to
                  Partner's approval, for the purpose of liaison with Partner,
                  relating to the provision of the Support and Maintenance
                  Services.

10.1.1.3    The Supplier acknowledges that its obligation to provide Support and
            Maintenance Services under this Maintenance Agreement extends to the
            provision of those Support and Maintenance Services in respect of
            Partner's Test Bed, the System, the 3G UMTS Network, Equipment, any
            and all APIs, interfaces, interconnections and interoperability
            platforms effected in accordance with the provisions of Clause 6
            above, Software Updates, Software Upgrades and software features
            acquired by Partner from the Supplier. For the avoidance of any
            doubt, it is clarified and agreed that the Supplier shall supply to
            Partner any and all Software Updates, including its testing and
            installation, as an integral part of the Remedial Maintenance
            Services [*].



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10.1.1.4    It is further agreed that:

            a.    The Supplier shall give Partner as much advance notice in
                  writing as is reasonably possible in relation to proposed
                  Software Updates and/or Software Upgrades and Hardware
                  modifications or necessary new items required in order to
                  accommodate such proposed Software Updates and/or Software
                  Upgrades;

            b.    The Supplier shall agree with Partner the manner and timetable
                  of implementation of Software Updates and/or Software Upgrades
                  and shall follow Partner's instructions designed to minimize
                  disruption to the business of Partner. The Supplier shall also
                  fully adhere to Partner's instructions, requirements and
                  procedures pertaining to network operation, data protection
                  and security.

            c.    The Supplier shall provide Software Updates and/or Software
                  Upgrades for all Hardware and Software purchased or licensed
                  by Partner from the Supplier and/or any of its Head Licensors,
                  and maintained under this Maintenance Agreement such that they
                  are running the latest version released by the Supplier and/or
                  the relevant Head Licensor, as the case may be, subject to
                  Partner's request to actually purchase such Software Updates
                  and/or Software Upgrades.

            d.    Notwithstanding any other provision to the contrary in this
                  Maintenance Agreement and/or the Purchase Agreement, Partner
                  may decide at its sole discretion whether or not to purchase
                  any Software Upgrade release in any given year.

            The Supplier shall be obliged to continue and provide Partner with
            any Support and Maintenance Service specified in this Maintenance
            Agreement, even if Partner has decided not to purchase any Software
            Upgrade release, for as long as Partner's System is running a
            Software version release that is not more than two Software Upgrade
            releases older than the current available, GA, Software Upgrade
            release, or for a period of two years commencing on the first year
            on which Partner has decided not to purchase a Software Upgrade
            release, the later of which.

            e.    If Supplier discontinues the supply of compatible standard
                  Equipment, Software, Spare Parts, components, or testing
                  equipment, Supplier shall notify Partner, in writing, at least
                  twelve months in advance. Partner may then place an "end of
                  life" order for the items in question, at any quantity Partner
                  may deem fit, within six months of receipt of Supplier's said
                  notice and the Supplier shall accept any such "end of life"
                  order and deliver any and all such ordered Equipment,
                  Software, Spare Parts, components, or testing equipment, at
                  any quantity, against payment of the then current price list
                  for the same.


10.1.1.5    [*]. In such eventuality, the technical specifications and
            requirements and the commercial aspects (to the extent relevant),
            shall be agreed between the parties


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            prior to the designated date for implementation and deployment of
            the relevant Software Update and/or Software Upgrade, as the case
            may be, and in the absence of such agreement between the Parties
            with respect of such technical specifications and requirements
            and/or any other relevant commercial aspect, the issue shall be
            dealt with in accordance with the provisions of Clause 55 of the
            Purchase Agreement.
            [*]


10.1.1.6    If the Supplier fails to provide any of the Support and Maintenance
            Services in the manner and Resolution Time stipulated by this
            Maintenance Agreement, Partner may remedy the relevant fault or
            defect and recover the cost incurred by Partner in doing so from the
            Supplier. Such course of action by Partner shall neither invalidate
            any of the Supplier's representations, Warranties and/or obligations
            under the Purchase Agreement and/or this Maintenance Agreement, nor
            shall it relieve the Supplier from its obligation to fully adhere to
            and comply with any of its representations, Warranties and/or
            obligations under the Purchase Agreement and/or this Maintenance
            Agreement.

10.1.1.7    The Supplier shall be fully responsible for any and all aspects
            concerning Spare Parts, including, without limitation, the
            following:

            a.    Spare Parts for Equipment used up during the Warranty Period,
                  from Partner's Spare Parts stock shall be promptly replaced by
                  Supplier at no charge; and

            b.    Spare Parts shall be stocked and maintained by the Supplier in
                  the Territory in sufficient quantities, to enable fulfillment
                  of any and all of the requirements and the Supplier's
                  obligations set out in the Purchase Agreement and in this
                  Maintenance Agreement, including but not limited to the System
                  performance requirements. Partner shall have the right to
                  visually inspect such inventory, at any time during normal
                  business hours; and

            c.    The Supplier shall provide Partner with a Spare Parts
                  catalogue for Partner's ERP tools for inventory management.
                  Said catalogue shall be provided to Partner on a magnetic
                  media and its content will include all System components, and
                  a BOM (Bill Of Materials) that will be provided to Partner,
                  including their original part numbers (PN). The Supplier shall
                  inform Partner of any updates to the said catalogue due to
                  ECP's (Engineering Change Proposal) or usage of substitute
                  items. The Supplier's undertaking under this clause
                  10.1.1.7(c) shall also extend to any third party equipment
                  (hardware and/or software) supplied by the Supplier under the
                  Purchase Agreement;


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                                      -14-


(ORANGE LOGO)
(PARTNERS COMMUNICATIONS COMPANY LTD. LOGO)



10.1.1.8    The Supplier shall in all matters arising in connection with the
            performance of this Maintenance Agreement conform with any and all
            statutes and legislation and with any and all orders, regulations
            and by-laws made by competent authorities (including the MOC). The
            Supplier shall observe through its staff, personnel and
            Subcontractors any and all rules applicable to the Sites or work
            places and fully adhere to and comply with Partner's applicable
            requirements and related procedures.

11.         ACCESS TO PARTNER'S PREMISES

11.1.1.1    Partner shall provide the Supplier's personnel with access to its
            premises, and suitable working conditions, to the extent required
            for the Supplier to provide the Support and Maintenance Services, as
            shall be determined by Partner, subject to full compliance and
            adherence by the Supplier with Partner's requirements and procedures
            pertaining to security, data protection and network operation, as
            well as Partner's instructions designed to minimize disruption to
            the business of Partner.

12.         DELAYS AND LIQUIDATED DAMAGES

12.1.1.1    In the event that any of the Support and Maintenance Services are
            not executed, strictly and punctually, in accordance with the terms
            of and within the respective Resolution Times stipulated in this
            Maintenance Agreement other than by reason of an event of Force
            Majeure, Partner shall be entitled to Liquidated Damages as regards
            these delayed Support and Maintenance Services, the amount of which
            shall be calculated in accordance with this clause 12, without
            having to prove actual damage, as specified below.

12.2        EMERGENCY SITUATIONS

12.2.1.1    [*]

12.2.1.2    [*]

12.3        MAJOR PROBLEMS

12.3.1.1    [*]

12.3.1.2    [*]

12.4        MEDIUM PROBLEMS

12.4.1.1    [*]

12.4.1.2    [*]

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<PAGE>
                                      -15-


(ORANGE LOGO)
(PARTNERS COMMUNICATIONS COMPANY LTD. LOGO)

12.5        MINOR PROBLEMS

12.5.1.1    [*]

12.6        GENERAL PROVISIONS

12.6.1.1    [*]

12.6.1.2    For the purpose of the foregoing provisions:

            a.    An incident with respect to which the Supplier has purported
                  to respond in accordance with this Maintenance Agreement shall
                  be regarded as separate and distinct from a latter incident
                  separately reported to Supplier by Partner, even if it is
                  parallel or similar in nature, but not the exact same one; and

            b.    In the case of contemporaneous incidents, the incidents must
                  be of material difference or effect different parts of the
                  System in order to constitute separate incidents, provided
                  that if the Remedy or Solution, as the case may be, of one
                  part of the System will automatically provide a Remedy or
                  Solution, as the case may be, to the other part of the System,
                  this will be regarded as a single incident.

12.6.1.3    The Parties recognize that the above sums are reasonable
            pre-estimates of the damage which may be incurred by Partner,
            whether such damage shall actually materialize or not, taking into
            account all the relevant information available at the time of
            signature of this Maintenance Agreement and that such sums are
            Liquidated Damages and in no way to be considered as penalties.

12.6.1.4    In the event of delayed provision of any of the Support and
            Maintenance Services, Supplier shall take any and all remedial
            action necessary in order to minimize the relevant delay. Nothing in
            this Clause shall be construed as limiting the rights of Partner to
            terminate this Maintenance Agreement in whole or in part or take any
            other action in accordance with any provision of the Purchase
            Agreement and/or this Maintenance Agreement as a consequence of such
            late provision of any of the Support and Maintenance Services.

12.6.1.5    The payment of Liquidated Damages shall not relieve Supplier from
            the obligation to provide any and all Support and Maintenance
            Services in accordance with the provisions and requirements of the
            Purchase Agreement and/or this Maintenance Agreement.

13.         GENERAL REPRESENTATIONS

13.1.1.1    Each party represents, and undertakes to the other party as follows:

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<PAGE>
                                      -16-


(ORANGE LOGO)
(PARTNERS COMMUNICATIONS COMPANY LTD. LOGO)


            a.    It is a company duly incorporated and validly existing in all
                  respects under the laws of the State of Israel with full power
                  and authority to own its assets and to carry on its business
                  as it is now conducted and no action has been taken or
                  threatened (whether by it or by a third party) for or with a
                  view to its liquidation, receivership or amalgamation.

            b.    The execution of this Maintenance Agreement on its behalf has
                  been validly authorized and the obligations expressed as being
                  assumed by it under this Maintenance Agreement constitute
                  valid legal and binding obligations enforceable against it in
                  accordance with its terms.

            c.    Neither the execution and delivery by it of this Maintenance
                  Agreement nor the performance or observance of any of its
                  obligations hereunder does or will:

                  1.    Conflict with or result in any breach or violation of
                        any judgment, order or decree, agreement or other
                        instrument, arrangement, obligation or duty by which it
                        is bound; or

                  2.    Cause any limitation on any of its powers whatsoever,
                        howsoever imposed.

                  3.    No litigation or administrative or arbitration
                        proceeding before any court, judicial, administrative or
                        governmental authority, arbitrator(s) or other body is
                        taking place, pending or threatened against it or
                        against any of its assets which might have a material
                        adverse effect on its business, assets, condition or
                        operation taken as a whole or might adversely affect its
                        ability duly and punctually to perform and observe all
                        its obligations under this Maintenance Agreement.

14.         THE SUPPLIER'S WARRANTIES

14.1.1.1    Without limiting and in addition to any other Warranties,
            representations, declarations and/or undertakings contained in this
            Maintenance Agreement, the Purchase Agreement and/or any applicable
            law, the Supplier warrants and undertakes to Partner that:

            a.    All of the Support and Maintenance Services to be provided
                  under this Maintenance Agreement shall conform in design,
                  performance and materials to the requirements of the Purchase
                  Agreement and this Maintenance Agreement and shall be free
                  from defects in design, material, performance or workmanship
                  and be of the most suitable grade and quality for the purpose
                  intended;

            b.    All of the Support and Maintenance Services to be provided
                  under this Maintenance Agreement shall be performed in a
                  skilful and workmanlike manner, in accordance with the terms
                  of this Maintenance Agreement, the Purchase Agreement and any
                  applicable law;


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                                      -17-


(ORANGE LOGO)
(PARTNERS COMMUNICATIONS COMPANY LTD. LOGO)


            c.    All Software Updates and/or Software Upgrades will, as at
                  Final Acceptance thereof, conform with the Supplier's or any
                  applicable Head Licensor's current published specifications
                  and will represent the Supplier's or any applicable Head
                  Licensor's latest and most up to date version.

14.1.1.2    [*] The Supplier shall, subject to and in accordance with the
            provisions of Clause 35 of the Purchase Agreement, indemnify Partner
            and to keep Partner free and harmless from any and all liability,
            cost, expense, loss or damage arising pursuant to any untrue,
            inaccurate or incomplete Warranty and/or any breach of any of the
            Warranties.

14.1.1.3    [*]

14.1.1.4    [*]

14.1.1.5    If, after providing the Supplier with such notification as specified
            in Clause 14.1.1.3 above, the Supplier did not promptly correct or
            replace the non-conforming part of the System, the Equipment or
            Services, as the case may be, to the full satisfaction of Partner,
            in accordance with the provisions of this Maintenance Agreement,
            Partner may elect not to require correction or replacement of such
            defective part of the System, Equipment or Service, as the case may
            be, and in such event, the Supplier, if required by Partner, shall
            refund such portion of the relevant payments made or, with regard to
            those that are yet to be made, Partner shall set off the relevant
            portion from any payment to which the Supplier is or may be
            entitled, pertaining to such defective, part of the System,
            Equipment or Service, as the case may be, as is equitable in the
            circumstances. In default of agreement between the parties as to
            such equitable refund by the supplier to Partner, the extent of such
            refund shall be determined in accordance with the provisions of
            Clause 55 of the Purchase Agreement.

15.         TERMINATION

15.1.1.1  This Maintenance Agreement shall terminate on the earlier of:

            a.    [*];

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

15.1.1.2    In the event of termination of the Purchase Agreement, this
            Maintenance Agreement may be terminated only by Partner, if Partner
            elects, by notice in writing, to terminate this Maintenance
            Agreement. Such termination shall come into effect in accordance
            with the termination provisions of the Purchase Agreement.

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<PAGE>
                                      -18-


(ORANGE LOGO)
(PARTNERS COMMUNICATIONS COMPANY LTD. LOGO)

15.1.1.3    If:


            a.    Supplier commits any material breach of this Maintenance
                  Agreement and fails to remedy such breach if it is capable of
                  remedy, within 30 days of written notice from Partner to that
                  effect, setting out the nature of the breach; and/or

            b.    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 requiring it to do
                  so,

            then - Partner (with regard to subsections (a) and/or (b) above) and
            the Supplier (only with regard to subsection (b) and only if and to
            the extent applicable) (each terminating party) may, subject to the
            provisions of this Clause, by notice in writing to the the other
            party, terminate this Maintenance Agreement.

15.1.1.4    [*]

15.1.1.5    If the Supplier is in breach of this Maintenance Agreement, fails to
            provide any of the Support and Maintenance Services in accordance
            with this Maintenance Agreement within the Resolution Time required
            by this Maintenance Agreement and Partner would be entitled to
            terminate this Maintenance Agreement as a result thereof, Partner
            reserves the right in lieu of termination, to provide the relevant
            Support and Maintenance Services itself, or through a third party
            and to deduct the cost thereof from any amount which would otherwise
            be due by Partner to the Supplier under this Maintenance Agreement.
            If required by Partner, in the event the said cost is not deducted
            and set off, as aforesaid, the Supplier shall refund this amount to
            Partner immediately upon Partner's demand.

15.1.1.6    Termination under this Clause 15 shall be without prejudice to
            rights accrued to either Party prior to termination.

16.         PROCEDURES MANUAL

16.1.1.1    The Supplier shall prepare and present to Partner a Procedures
            Manual as soon as practicable after the date of execution of this
            Maintenance Agreement. Such Procedure Manual shall be approved by
            Partner and in the absence of agreement between the Parties, the
            Procedure Manual shall be amended in accordance with Partner's
            requirements and decision, and form Exhibit 1F hereof.

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<PAGE>
                                      -19-


(ORANGE LOGO)
(PARTNERS COMMUNICATIONS COMPANY LTD. LOGO)
17.         GENERAL PARTNER OBLIGATIONS

17.1.1.1    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 the Supplier not readily
            available from alternative sources and, if the Support and
            Maintenance Services are performed at Partner's premises and Sites,
            provide the Supplier's personnel with an unbarred telephone line(s)
            and fax machine at such Partner premises and Sites.

17.1.1.2    Carry out the recommended operation and maintenance of the System in
            accordance with the reasonable requirements of the Documentation.

17.1.1.3    Comply with the Supplier's reasonable instructions concerning (a)
            Handling of Software, Hardware and Documentation for the respective
            Support and Maintenance Service, and (b) Disposal of defective or
            replaced Software, Hardware or Documentation.

17.1.1.4    Notwithstanding any of the aforesaid provisions of this Clause 17,
            it is clarified and agreed that any non-compliance of Partner with
            any of the provisions of this Clause 17 above, shall not, in any way
            whatsoever, derogate from, limit, restrict, or otherwise prejudice
            and/or constitute a valid excuse for any delay an/or non-compliance
            or non-performance of any of the Support and maintenance Services
            and/or the obligations, warranties, representations or undertakings
            of the Supplier under the Purchase Agreement and/or the Maintenance
            Agreement.

17.1.1.5    Without derogating from the provisions of Clause 17.1.1.4 below, in
            the event of non-compliance by Partner with its obligations under
            this Clause 17 above, the Supplier shall be entitled to an extra
            charge, in accordance with the provisions of the relevant agreed
            price list for works and services, provided that the Supplier has
            actually rendered Partner with such Support and Maintenance Service,
            the rendition of which is solely, exclusively and unequivocally
            attributable to a non-compliance by Partner with its obligations
            under this Clause 17 above. For the avoidance of any doubt, it is
            clarified that such entitlement of the Supplier to such extra charge
            shall be the Supplier's sole and exclusive remedy for any such
            non-compliance of Partner with its obligations under this Clause 17
            above.

17.1.1.6    It is further agreed between the Parties that in the event that as a
            direct, sole, exclusive and unequivocal result of non-compliance by
            Partner with its obligations under this Clause 17 above, the
            Supplier is delayed in the provision of Support and Maintenance
            Services that are subject to liquidated damages under Clause 12 of
            this Maintenance Agreement, beyond the applicable Resolution times
            for the rendition of such Support and Maintenance Services, then,
            subject to resorting to, and exhausting, every commercially
            reasonable mitigating effort, to eliminate such delay, the Supplier
            shall not be liable to pay


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                                      -20-


(ORANGE LOGO)
(PARTNERS COMMUNICATIONS COMPANY LTD. LOGO)

            Partner such liquidated damage for as long as such non-compliance by
            Partner with its obligations under this Clause 17 above, continues
            to be the direct, sole, exclusive and unequivocal reason for such
            delay of rendition of the relevant Support and Maintenance Services
            by the Supplier.

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<PAGE>
                                      -21-


(ORANGE LOGO)
(PARTNERS COMMUNICATIONS COMPANY LTD. LOGO)

18.         MISCELLANEOUS

18.1.1.1    The provisions of clauses 6, 7, 8, 9, 10, 11, 12, 15, 16, 17, 19, 20
            21, 22, 28, 30, 31, 33, 34, 35, 36, 37, 38, 39, 40, 41, 42, 44, 45,
            47, 48, 49, 50, 51, 52, 53,54, 55, 56 and 57 of the Purchase
            Agreement shall apply mutatis mutandis to this Maintenance Agreement
            and survive the termination of the Purchase Agreement.

 Signed for and on behalf of             Signed for and on behalf of
 PARTNER COMMUNICATIONS COMPANY LTD.     NORTEL NETWORKS ISRAEL (SALES
                                         AND MARKETING) LTD.


 By:_______________________________         By:______________________________

 Name: ____________________________         Name: ___________________________

 Title: ___________________________         Title:___________________________

 And                                        And

 By:_______________________________         By:______________________________

 Name: ____________________________         Name: ___________________________

 Title: ___________________________         Title:___________________________

 Date:                                      Date:
      _____/_____/_____                          _____/_____/_____





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                                      -22-


(ORANGE LOGO)
(PARTNERS COMMUNICATIONS COMPANY LTD. LOGO)




EXHIBIT 1 - MAINTENANCE AGREEMENT DOCUMENTS

The Maintenance Agreement shall consist of the following documents, as amended
from time to time setting requirements and description of the various Support
and Maintenance Services to be rendered by the Supplier under this Maintenance
Agreement -

EXHIBIT 1A-            Remedial Maintenance Services;
EXHIBIT 1B-            Software Upgrades Service;
EXHIBIT 1C-            Repair and Replacement Services;
EXHIBIT 1D-            Other Services related Obligations;
EXHIBIT 1E-            Procedure Manual.



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                                      -23-


(ORANGE LOGO)
(PARTNERS COMMUNICATIONS COMPANY LTD. LOGO)




EXHIBIT 1A - REMEDIAL MAINTENANCE SERVICES

1.          SCOPE OF REMEDIAL MAINTENANCE SERVICES

1.1.1.1     The Remedial Maintenance Services is available for any Software
            purchased by Partner under the Purchase Agreement.

1.1.1.2     [*]

1.1.1.3     The Remedial Maintenance Services comprise of the following
            components:

            a.    [*]

1.1.1.4     [*]

2.          SEVERITY LEVELS DEFINITIONS

Severity Levels definitions are organized into four classes: Emergency
Situation, Major Problem, Medium Problem and Minor Problem, as follows -

2.1         EMERGENCY SITUATION

              [*]

2.2         MAJOR PROBLEMS

2.2.1.1       [*]

2.3         MEDIUM PROBLEMS

2.3.1.1       [*]

2.4         MINOR PROBLEMS

2.4.1.1       [*]

3.          EMERGENCY SITUATION HANDLING

3.1.1.1     [*]

3.1.1.2     In an Emergency Situation, the main tasks for the Supplier include,
            without limitation:


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                                      -24-


(ORANGE LOGO)
(PARTNERS COMMUNICATIONS COMPANY LTD. LOGO)

            a.    to analyze the situation; and

            b.    to provide Partner with the appropriate Remedy and Solution
                  within the Resolution Time specified in Schedule 1 to this
                  Exhibit 1A.

3.1.1.3     Emergency Situation requests shall always be reported via telephone
            or personally to a member of the Supplier's support and maintenance
            team, present at Partner's premises. The Supplier shall, in any
            event, have telephone communications capabilities for Emergency
            Situations that can also be accessed through networks other than
            Partner's network.

3.1.1.4     [*]

3.1.1.5     The Emergency Situation Handling service includes escalation
            procedures to be followed by both the Supplier and Partner. The
            person responsible at Partner's Site shall authorize the use of the
            escalation telephone list, which shall be included in the Procedures
            Manual.

3.1.1.6     In an Emergency Situation, the Supplier shall ensure that a person
            with appropriate skills and System knowledge calls Partner as soon
            as possible but in any event within [*] after Partner has attempted
            or succeeded, as the case may be, to make a request for an Emergency
            Situation support. Such person shall provide telephone support by
            providing answers and recommendations, orally or by fax, and shall
            ensure that in any event, the Support and Maintenance Services
            required in order to solve the relevant Emergency Situation shall be
            provided in accordance with the provisions of this Clause 3, in
            order to remedy the Emergency Situation and restore the System to
            normal operational condition.


3.1.1.7     In any Emergency Situation, the Supplier shall provide Emergency
            On-Site Support by sending an expert person with appropriate skills
            and system knowledge to the location specified by Partner. The
            Supplier undertakes that such person shall arrive at the necessary
            location as soon as possible but in any event within the time frame
            specified in the table below, commencing upon Partner's attempted or
            successful request for an Emergency Situation support, as the case
            may be.

            [*]                                [*]
            [*]                                [*]
            [*]                                [*]
            [*]                                [*]


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                                      -25-

(ORANGE LOGO)
(PARTNERS COMMUNICATIONS COMPANY LTD. LOGO)



            [*]                                [*]
            [*]                                [*]
            [*]                                [*]


            Such Emergency On site Support is an integral part of the service
            and shall not carry any additional charge whatsoever. In addition,
            the Supplier shall provide Emergency On Site support to Partner,
            following any request to that effect by Partner's Operational
            Manager via telephone.

3.1.1.8     The Emergency Situation Handling service shall be considered
            completed only when the Solution to the Emergency Situation was
            provided by the Supplier and approved in writing by Partner.

3.1.1.9     [*]

3.1.1.10    [*]

4.          CUSTOMER SERVICE REQUEST (CSR) HANDLING

4.1.1.1     The CSR handling process is applicable to problems classified as
            Major Problem, Medium Problem or Minor Problem and gives Partner a
            single interface for all kinds of operation and maintenance requests
            - technical requests, consultations (helpdesk), etc.

4.1.1.2     Upon receipt of the CSR, the CSR is automatically registered.
            Emergency Situations requests are always taken care of outside this
            routine, to ensure a quick restoration of Partner's System in the
            event of an Emergency Situation. For follow-up reasons, Emergency
            Situation requests are registered as CSRs at a later point in time.

4.1.1.3     All CSRs, except for Emergency Situation requests, from Partner to
            the Supplier, shall preferably be submitted via a web-based CSR
            writer application.

4.1.1.4     CSRs shall be submitted in accordance with the applicable provisions
            of the Procedures Manual. However, the Supplier shall not be
            entitled to reject CSRs, which were not submitted in accordance with
            the Procedures Manual but in such a case, will immediately apply to
            Partner and require Partner to rectify such CSR.

4.1.1.5     All CSRs, shall be assigned a Severity Level of Major Problem,
            Medium Problem or Minor Problem by Partner according to the Severity
            Levels definitions specified in clause 2 above. If Partner has not
            classified the CSR, the Supplier


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                                      -26-

(ORANGE LOGO)
(PARTNERS COMMUNICATIONS COMPANY LTD. LOGO)


            shall immediately alert Partner to that effect and if the Supplier
            does not receive a response from Partner, the Supplier shall assign
            an adequate Severity Level according to the Severity Levels
            definitions.

4.1.1.6     In any event, Emergency Situations, Major Problems, Medium Problems
            or Minor Problems will be treated within the applicable Resolution
            Time specified in Schedule 1 to this Exhibit 1A.

4.1.1.7     Upon receipt of the CSR, a notification message shall be
            automatically sent to Partner. This message shall notify Partner
            that the CSR has been received in Supplier's CSR writer (if the CSR
            is submitted using, for example, e-mail or fax, no such notification
            message is returned to the issuer of the CSR), however, in the event
            the CSR was not submitted through the web-based CSR writer
            application, Partner shall as soon as practically possible, update
            the web-based CSR writer application and shall register the time of
            submission of the CSR in accordance with the time at which the
            actual, original, submission was made.

4.1.1.8     Within the contracted CSR Call-back Time, the Supplier shall start
            to analyze the CSR. The Supplier shall then affect a Remedy and/or a
            Solution, within the contracted Resolution Time. Partner shall
            approve any such Remedy and/or Solution in advance and in writing.

4.1.1.9     Any suggested Remedy and/or Solution shall be sent back to Partner,
            via CSR writer, and in accordance with the routines and
            specifications stated in the Procedures Manual (for CSRs that are
            sent to the support office via e-mail or fax, such suggested Remedy
            and/or Solution shall be sent back to Partner via e-mail or fax
            respectively. The same Resolution Time for the provision of a Remedy
            and/or Solution shall apply regardless of the media selected for
            submission of the CSR by Partner).

4.1.1.10    The Supplier shall take all necessary action in order to enable
            Partner to monitor the progress of the CSR, via CSR writer. Only
            when Partner has received and approved a suggested Remedy and/or
            Solution and the problem was duly rectified by the Supplier
            accordingly, the CSR is closed. For the avoidance of any doubt, it
            is clarified that only Partner may close a CSR pertaining to any
            reported problem or Emergency Situation.

4.1.1.11    The provisions of clauses 3.1.1.4, 3.1.1.5, 3.1.1.6, 3.1.1.7,
            3.1.1.8 and 3.1.1.10 above shall apply mutatis mutandis to the CSR
            Handling service with respect of any and all Major Problems.

            The provisions of clauses 3.1.1.6, 3.1.1.8 and 3.1.1.10 above shall
            apply mutatis mutandis to the CSR Handling service with respect of
            Medium Problems or Minor Problems as the case may be, all - in
            accordance with the relevant Resolution Times and CSR Call Back
            Times specified in Schedule 1 of this Exhibit 1A below.
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   omitted portions.


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                                 -CONFIDENTIAL-
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<PAGE>
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(ORANGE LOGO)
(PARTNERS COMMUNICATIONS COMPANY LTD. LOGO)

            Without derogating from the relevant Resolution Times and CSR Call
            Back Times specified in Schedule 1 of this Exhibit 1A below, the
            provisions of clause 3.1.1.7 above shall apply mutatis mutandis to
            the CSR Handling with respect of Medium Problems or Minor Problems,
            as the case may be, save that the maximum time for arrival at
            Partner's designated Site with respect of Medium Problems and/or
            Minor Problems, shall be by not later than the next business day
            following the opening of the relevant CSR, instead of the time
            frames specified in the table of Clause 3.1.1.7 above.

4.1.1.12    [*]

4.1.1.13    CSR meetings between the Supplier's and Partner's operation and
            maintenance personnel, shall take place on a daily basis or at other
            intervals as may be agreed upon between the parties from time to
            time. In such CSR meeting, any and all open CSRs and their
            respective status, shall be discussed and conclusions and action
            items resolved during such meetings shall be implemented and
            reported by the Supplier.

5.          REPORTS

5.1.1.1     With respect of any problem of whichever Severity Level, the
            Supplier shall send to Partner a detailed Trouble Report Answer as
            soon as possible and in any event by no later than one week after
            the receipt by the Supplier of the relevant support request. This
            report shall outline the causes of the problem in question,
            timetable for the Remedy and the Solution and any follow-up
            recommendations or works and otherwise shall be in the form set out
            in the Procedures Manual.

5.1.1.2     The Supplier shall upon request by Partner at any stage of the
            resolution of the problem, provide Partner with information in such
            form as Partner may reasonably require regarding the steps being
            taken to resolve the problem, the Solutions identified or likely to
            be identified and the status of work being undertaken from time to
            time. The Supplier shall meet with Partner as reasonably requested
            by Partner to discuss the same. No information or report given by
            the Supplier to Partner shall be taken to limit or waive Partner's
            rights under the Purchase Agreement and/or this Maintenance
            Agreement.


5.1.1.3     Supplier shall summarize support activities and provide an activity
            report to Partner on a bi-weekly basis unless otherwise agreed. The
            information to be provided shall include:
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*  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.


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                                 -CONFIDENTIAL-
This document contains proprietary information of Partner Communications Company
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<PAGE>
                                      -28-

(ORANGE LOGO)
(PARTNERS COMMUNICATIONS COMPANY LTD. LOGO)

            a.    Summary of all faults logged since the previous month and the
                  corresponding actions taken or planned for each; and

            b.    Summary of outstanding faults and the corresponding actions
                  taken or planned for each; and

            c.    any such other information as Partner shall require.

6.          CAB SERVICE

6.1.1.1     [*]

6.1.1.2     [*]

6.1.1.3     [*]

7.          SOFTWARE UPDATES SERVICE

7.1.1.1     The Supplier shall deliver to Partner any and all Software Updates.
            Software Updates shall be delivered and installed by the Supplier as
            an integral part of the Remedial Maintenance Services at no extra
            charge. The installation of any Software Update shall be made in
            accordance with the provisions of this Clause 7 below.

7.1.1.2     Software Updates are provided under the same Software Licence and
            terms and conditions governing Software and contained in the
            Purchase Agreement.

7.1.1.3     All Software Updates and or corrections shall be tested and
            approved, according to Partner's sole discretion, in Partner's test
            laboratory before installation of the same into the System. Should
            Partner decide to test such Software Updates and/or corrections,
            such testing shall be conducted in accordance with the Acceptance
            Tests procedure agreed between the Parties, it being understood and
            agreed that Partner shall have the ultimate decision discretion,
            concerning such ATP, acting reasonably.

7.1.1.4     Based on the Trouble Reports received from Partner and from other
            customers, the Supplier shall prepare Software Updates to rectify
            the faults.

7.1.1.5     The Supplier undertakes to keep an updated version of the System
            Software and Documentation at the Supplier's delivery database.

7.1.1.6     Publishing a new Software Update includes production, testing, and
            one Software Update delivery containing master diskettes/DAT-tape
            and master EPROMs of the new Software Update. The new Software
            Update will also include

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   the Commission. Confidential treatment has been requested with respect to the
   omitted portions.


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                                 -CONFIDENTIAL-
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<PAGE>
                                      -29-

(ORANGE LOGO)
(PARTNERS COMMUNICATIONS COMPANY LTD. LOGO)


            production and delivery of Documentation under the terms and
            conditions of the Purchase Agreement and this Maintenance Agreement.

7.1.1.7     The installation of any Software Update will take place only
            if Partner has decided to have the new Software Updates installed.

7.1.1.8     During the Turn Key Phase, the Supplier shall be fully responsible
            for the installation and implementation of the Software into any and
            all pieces of Equipment of any type whatsoever.

7.1.1.9     During the Call Off Phase, the Supplier shall be fully responsible
            for the installation and implementation of Software into the first
            item of Equipment of any and all types and Partner, subject to
            completion by the Supplier of Partner's relevant Competence Building
            Training Program, to Partner's Satisfaction, shall be responsible
            for the installation and implementation of the Software Updates in
            the rest of the Equipment items, after the Supplier has successfully
            completed the installation and implementation into the first item of
            Equipment of any and all types as aforesaid. Notwithstanding the
            aforesaid, the Supplier undertakes to fully assist Partner in the
            installation and implementation of such Software Updates, in the
            manner and to the extent required by Partner. For the avoidance of
            any doubt, it is clarified that such installation and implementation
            by Partner of any Software Updates will be covered by the Provisions
            of this Maintenance Agreement in general and the Remedial
            Maintenance Service provisions of this Maintenance Agreement in
            particular.

7.1.1.9     Warranty and Support and Maintenance Services for any new Software
            Updates release delivered and installed in the System and/or any
            Equipment shall be afforded to Partner in accordance with the
            provisions of the Purchase Agreement and this Maintenance Agreement.

8.          THIRD PARTY SUPPORT AND MAINTENANCE SERVICE

8.1.1.1     This Third Party Support Service concerns products used for the
            interface interconnection and interoperability of Existing System
            and 3G UMTS Network and System and third Party products, effected in
            accordance with the provisions of Clause 6 of the Maintenance
            Agreement.

8.1.1.2     The Supplier is responsible for providing the Support and
            Maintenance Services as stipulated in the Purchase Agreement and in
            this Maintenance Agreement to the System provided by the Supplier,
            including 3rd party equipment, in order to realize System and
            network availability in accordance with the provisions and
            requirements of the Purchase Agreement and this Maintenance
            Agreement. The Supplier shall isolate and escalate problems on the
            said third party equipment to the local third party partners; all
            unless Partner instructs the Supplier otherwise.



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                                 -CONFIDENTIAL-
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 Ltd. and shall not be reproduced, copied, disclosed or utilized in any way, in
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<PAGE>
                                      -30-

(ORANGE LOGO)
(PARTNERS COMMUNICATIONS COMPANY LTD. LOGO)


SCHEDULE 1 - SUPPLIER PERFORMANCE PARAMETERS FOR THE REMEDIAL MAINTENANCE
SERVICES

9.          REMEDY/SOLUTION - RESOLUTION TIME

9.1.1.1     [*]

10.         TELEPHONE AVAILABILITY AND CSR CALL-BACK TIME
            [*]



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   the Commission. Confidential treatment has been requested with respect to the
   omitted portions.


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                                 -CONFIDENTIAL-
This document contains proprietary information of Partner Communications Company
 Ltd. and shall not be reproduced, copied, disclosed or utilized in any way, in
                whole or in part, without prior written consent

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<PAGE>
                                      -31-

(ORANGE LOGO)
(PARTNERS COMMUNICATIONS COMPANY LTD. LOGO)




EXHIBIT 1B - SOFTWARE UPGRADES SERVICE

10.1.1.1    [*]
10.1.1.2    [*]
10.1.1.3    [*]
10.1.1.4    [*]
10.1.1.5    [*]
10.1.1.6    [*]
10.1.1.7    [*]



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   the Commission. Confidential treatment has been requested with respect to the
   omitted portions.


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                                 -CONFIDENTIAL-
This document contains proprietary information of Partner Communications Company
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                whole or in part, without prior written consent

--------------------------------------------------------------------------------
<PAGE>
                                      -32-

(ORANGE LOGO)
(PARTNERS COMMUNICATIONS COMPANY LTD. LOGO)




EXHIBIT 1C - REPAIR AND REPLACEMENT SERVICES

11.         GENERAL

11.1.1.1    [*]
11.1.1.2    [*]
11.1.1.3    [*]

12.         SCOPE OF HARDWARE REPAIR AND REPLACEMENT SERVICE

12.1.1.1    [*]
12.1.1.2    [*]
12.1.1.3    [*]
12.1.1.4    [*]
12.1.1.5    [*]
12.1.1.6    [*]
12.1.1.7    [*]
13.         STATISTICAL INFORMATION

13.1.1.1    [*]
13.1.1.2    [*]
13.1.1.3    [*]
14.         ORDERS
14.1.1.1    [*]
14.1.1.2    [*]


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*  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.


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                                 -CONFIDENTIAL-
This document contains proprietary information of Partner Communications Company
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                whole or in part, without prior written consent

--------------------------------------------------------------------------------
<PAGE>
                                      -33-

(ORANGE LOGO)
(PARTNERS COMMUNICATIONS COMPANY LTD. LOGO)



EXHIBIT 1D  - OTHER SERVICES RELATED OBLIGATIONS

15.         SERVICE MATERIALS

15.1.1.1    The Supplier shall provide or arrange for service materials, tools,
            documentation, diagnostics and test equipment necessary for the
            Services at its own cost. The Supplier shall provide information for
            Partner to check the compatibility of the service materials, tools,
            documentation, diagnostics and test equipment. The Supplier shall
            ensure that only qualified maintenance personnel carry out the
            works.

16.         ANNUAL REVIEW

16.1.1.1    The Supplier shall review annually the Supplier scope of
            responsibilities in this Contract and the demarcation of
            responsibility between Supplier's and Partner's support teams with
            the objective of improving overall subscriber service and
            maintenance and operations efficiency.

17.         DISASTER PREVENTION AND PROCEDURES

17.1.1.1    The Supplier shall participate in the preparation of Partner's
            disaster prevention, contingency and recovery plans and procedures
            in areas which are related to maintenance. The Supplier shall also
            assist Partner as reasonably requested by Partner to develop
            procedures for maintenance and support as reasonably required by
            Partner.

18.         SITE

18.1.1.1    The Supplier shall ensure, at its sole cost, to clear any debris or
            unused material off the site immediately upon the completion of the
            works and leave the Site in the same condition in which it was when
            the Supplier had first entered the Site.

19.         NUISANCE

19.1.1.1    The Supplier and its employees, when performing the Services or
            entering any location at which Services are to be performed, shall
            not generate any nuisance to third parties including neighboring
            residents.

20.         LIST OF PERSONNEL

20.1.1.1    The Supplier and Partner shall agree to a list of the Supplier's
            maintenance personnel who shall be given authorization to perform
            work on behalf of the Supplier subject to complying with Partner's
            reasonable security procedures.

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*  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.


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                                 -CONFIDENTIAL-
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--------------------------------------------------------------------------------
<PAGE>
                                      -34-

(ORANGE LOGO)
(PARTNERS COMMUNICATIONS COMPANY LTD. LOGO)



20.1.1.2    The Supplier shall be responsible for the acts or omissions of all
            its employees, Sub-Suppliers, agents and other personnel. In any
            event, Supplier's maintenance personnel seeking access to any of
            Partner's operational switches shall be at all times supervised and
            accompanied by Partner's operations personnel and Supplier's
            maintenance personnel seeking access to Partner's laboratory shall
            be at all times supervised and accompanied by Partner's engineering
            personnel.

21.         REMOTE ACCESS

21.1.1.1    [*]

22.         FAILURE IDENTIFICATION

22.1.1.1    The Supplier shall be responsible for identifying the source of any
            failure or non - performance reported by Partner under this
            Maintenance Agreement.

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*  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.


--------------------------------------------------------------------------------
                                 -CONFIDENTIAL-
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                whole or in part, without prior written consent

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